Premium provisions are specialized provisions that apply to specific contract types.

NameDescriptionField was trained on

40 Act Assignment

Captures restrictions on "Assignment" within the meaning of the U.S. Investment Advisers Act of 1940 or the U.S. Investment Company Act of 1940.

Investment adviser agreements and management agreements

Absence of Certain Changes Representation

Captures representations that no event has occurred that has had a material adverse effect (also referred to as "Conduct of Business" or "Ordinary Course"), typically since the date of the last audited financial statements of the business.

Share purchase agreements, asset purchase agreements and merger agreements

Absence of Litigation

Captures the representation of each party that there is no actual or pending litigation against it that would affect the legality, validity or enforceability of the documents.

International Swaps and Derivatives Association agreements

Acceleration — Bond Indenture

Captures the circumstances under which the trustees and holders may declare the principal and accrued interest on all the corporate debt securities due and payable.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Accounting Changes Covenant

Captures covenants of a borrower not to make any changes to its accounting practices, change its fiscal year end or change its accounting reference date.

Credit, facility and loan agreements

Accounting of Disclosures of Protected Health Information

Captures the requirement for business associates to provide accounting of disclosures, pursuant to the Health Insurance Portability and Accountability Act (HIPAA).

Business associate agreements

Accounting Policies — LPA/LLC

Captures information regarding the general accounting policies of a limited partnership or limited liability company, including the basis on which the books are to be kept (i.e., accrual vs. cash), the definition of "GAAP", and explicit discretion given to the general partner or manager to implement policies with respect to partnership or company accounting practices. It does not capture more specific references to accounting matters such as the requirement that particular partnership items (e.g., income) be computed in accordance with applicable GAAP.

Limited partnership agreements and LLC operating agreements

"Accounts" Definition

Captures the definition of "Accounts" or "Receivables" typically referenced in the borrowing base formula for asset based loans.

Credit and loan agreements

"Accounts Receivable" Definition

Captures the definition of accounts receivable.

Share purchase agreements, asset purchase agreements and merger agreements

Accounts Receivable Representation

Captures representations that all accounts receivable of a party are valid obligations and not subject to counterclaims.

Share purchase agreements, asset purchase agreements and merger agreements

Accuracy of Representations Condition

Captures conditions of borrowing with respect to the accuracy of representations.

Commitment letters

Acknowledgement Address

Captures the acknowledgement address listed on the Uniform Commercial Code financing statement. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

"Acquisition Proposal" Definition

Captures the definition of "Acquisition Proposal".

Arrangement agreements and merger agreements

Additional Conditions for Transfer

Captures the conditions for a tenant to assign, sublease, encumber, or otherwise transfer a lease. Intended to be used with the "Landlord Consent to Transfer" and "Permitted Subletting and Transfers" smart fields.

United States and Canadian commercial leases

Additional Insured Coverage

Captures a party's obligation to add additional parties as insureds under insurance policies.

A variety of agreement types including service, intellectual property, supply, and distribution agreements

Additional Rent

Captures the definition of "Additional Rent" and any express obligations of a tenant to pay amounts as "Additional Rent" under a lease. This smart field does not capture the definitions of "Operating Expenses", "Common Area Maintenance" or "Real Estate Taxes", or general payment obligations of a tenant.

Commercial leases

Additional Subsidiaries Covenant

Captures covenants of a borrower with respect to the acquisition or formation of additional subsidiaries.

Credit, facility and loan agreements

Additional Termination Events

Captures any negotiated "Additional Termination Events" that would allow a party to terminate the International Swaps and Derivatives Association master agreement early.

International Swaps and Derivatives Association agreements

Additional Termination Events — Change in Ownership

Captures additional termination events that are triggered by a change in control or a change in ownership of one or both parties.

International Swaps and Derivatives Association agreements

Additional Termination Events — Net Asset Value

Captures additional termination events that are triggered by a decline in the net asset value of one or both parties below a particular threshold.

International Swaps and Derivatives Association agreements

Additional Termination Events — Ratings Downgrade

Captures additional termination events resulting from a party's failure to maintain its credit rating with S&P, Moody's and/or Fitch at or above a certain specified threshold (typically investment grade).

International Swaps and Derivatives Association agreements

Additional/Future Guarantors Covenant — Bond Indenture

Captures the covenant requiring certain subsidiaries of the issuer to guarantee the debt issued pursuant to the indenture upon becoming guarantors of other specified debt. This smart field also captures the covenant requiring certain subsidiaries created subsequent to the issuance of the debt pursuant to the indenture to become guarantors.

High yield corporate debt security indentures governed by the laws of the United States and Canada

Address of Premises

Captures the address of the leased premises. It is recommended that this smart field be used together with the Description of Premises and Square Footage of Premises smart fields.

Commercial real estate leases from the United States and Canada, as well as some from England.

Addresses for Transfers

Captures the addresses to which the collateral transfers, interest payments, and distributions are to be delivered.

The Credit Support Annexes for International Swaps and Derivatives Association agreements

Administrative Agent Fees

Captures fees payable by the borrower to the administrative agent.

Credit, facility and loan agreements

Affected Lender Approval

Captures waivers, amendments and other actions requiring the consent of those lenders affected thereby (including the term and revolving lenders).

Credit, facility and loan agreements

"Affiliate" Definition

Captures the definition of "Affiliates", as often referred to in provisions dealing with assignment or change of control.

A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements

"Affiliate" Definition — Bond Indenture

Captures the definition of "Affiliate".

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Affiliates — ISDA

Captures any modifications to the standard definition of "Affiliates".

International Swaps and Derivatives Association agreements

Affirmative Covenants

Captures the affirmative covenants of a borrower.

Commitment letters

Agent only Approval

Captures waivers, amendments and other actions requiring the consent of the agent alone (and not that of any lender).

Credit, facility and loan agreements

All or Substantially All Asset Transfer

Captures assignment and change of control provisions that include the phrase "all or substantially all", but does not capture representations or warranties that include that phrase.

A variety of agreement types including supply, distribution, intellectual property and management agreements

"All-In Yield" Definition

Captures the definition of "All-in Yield" or other terms defining the yield payable to lenders on loans.

Credit, facility and loan agreements

Allocation of Income/Loss — LPA/LLC

Captures the general allocations of income, gain, loss, etc. to the partners or members, including allocation provisions relating to particular classes of interests.

Limited partnership agreements and LLC operating agreements

Allocation/Distribution on Transfer — LPA/LLC

Captures the method for apportioning allocations and distributions between the transferor and transferee of an interest in a limited partnership or limited liability company.

Limited partnership agreements and LLC operating agreements

Alterations/Improvements — Equipment Lease

Captures lessee's right, if any, to make alterations, modifications or improvements to the leased property.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Alternative to Interest Amount

Captures any modifications to the standard provisions permitting parties to invest part of the cash collateral in other instruments rather than paying over an agreed interest return.

The Credit Support Annexes for International Swaps and Derivatives Association agreements

Alternative to Standard Dispute Resolution Process

Captures any modifications to the standard dispute resolution procedure.

The Credit Support Annexes for International Swaps and Derivatives Association agreements

Amendment

Captures the ways in which an agreement may be amended.

A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements

Amendment of Articles/Bylaws

Captures the granting of authority to amend corporate bylaws and articles.

Articles and bylaws from the United States, Canada, and England and Wales

Amendments to Protected Health Information

Captures the requirement for business associates to make available protected health information for amendments or incorporate amendments, pursuant to the Health Insurance Portability and Accountability Act (HIPAA).

Business associate agreements

Amortization

Captures the amortization of credit facilities.

Commitment letters

Anti-Corruption and Sanctions Covenant

Captures covenants of a borrower with respect to compliance with anti-money laundering, anti-terrorism and sanctions laws.

Credit, facility and loan agreements

Anti-Corruption Regulations Representation

Captures representations with respect to compliance with anti-corruption laws.

Credit, facility and loan agreements

Anti-Corruption/Anti-Money Laundering/Anti-Terrorism/Sanctions Representation

Captures representations with respect to anti-money laundering, anti-corruption, sanctions, and similar rules and regulations.

Credit, facility and loan agreements

Anti-Layer Covenant — Bond Indenture

Captures the anti-layer covenant. This covenant prevents the issuer from incurring debt that is senior to the present debt being issued pursuant to the indenture other than specified, defined and contemplated senior debt. This smart field also captures the definition of "Senior Indebtedness", "Senior Subordinated Indebtedness" and similar definitions.

High yield corporate debt security indentures governed by the laws of the United States and Canada

Anti-Money Laundering Compliance

Captures a party's compliance with anti-money laundering legislation.

A variety of agreement types including service and supply agreements

Anti-Terrorism Law Compliance

Captures a party's compliance with anti-terrorism legislation.

A variety of agreement types including service and supply agreements

"Applicable Margin" Definition

Captures the definitions of "Applicable Margin", "Applicable Rate", "Margin" or similar terms defining the margin payable on a loan.

Credit, facility and loan agreements

Application of Money Collected/Priorities — Bond Indenture

Captures the order in which the money collected by the trustee will be applied and distributed.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Appointment of Authenticating Agent — Bond Indenture

Captures the appointment of an authenticating agent.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Appraisal Rights Condition

Captures closing conditions that limit the percentage of shareholders who have exercised their dissent or appraisal rights.

Share purchase agreements, asset purchase agreements and merger agreements

"Approved Fund"/"Related Fund" Definition

Captures the definitions of "Approved Fund" or "Related Fund".

Credit, facility and loan agreements

Arbitration

Captures arbitration provisions in an agreement.

A variety of agreement types including purchase, supply, distribution, intellectual property and management agreements

Arbitration (Lease)

Captures provisions in a lease which enable or require the parties to submit a dispute to arbitration. This smart field does not capture references to any other alternative dispute resolution methods.

Leases from the United States and Canada

Arbitration Rules

Captures the rules governing arbitration initiated pursuant to an agreement, such as the rules of the American Arbitration Association.

A variety of agreement types including purchase, supply, distribution, intellectual property and management agreements

Are there environmental indemnifications in the lease?

Answers whether there are any environmental indemnifications within the lease. This yes/no field does not interpret general indemnifications as being specific environmental indemnifications.

United States and Canadian leases

Arranger

Captures the name of the arranger.

Commitment letters

"Asset Sale/Disposition" Definition — Bond Indenture

Captures the definition of "Asset Sale/Disposition" and similar terms.

High yield corporate debt security indentures governed by the laws of the United States and Canada

Asset Sales/Disposition Covenant — Bond Indenture

Captures the covenant regarding the issuer's ability to sell and dispose of assets. Additionally, Captures the required application of asset sale proceeds, the requirements and procedures for issuers to repurchase the securities from excess proceeds, and the allowable amount of asset sale proceeds that the issuer may obtain without triggering this covenant. The smart field also captures the definition of "Asset Sale", "Asset Disposition" and similar definitions.

High yield corporate debt security indentures governed by the laws of the United States and Canada

Asset/Collateral Sale Waiver — Intercreditor Agreement

Captures the agreement by junior secured creditors not to object to any motion or order pursuant to Section 363 of the U.S. Bankruptcy Code (or other equivalent provision under applicable law) relating to a sale, liquidation, or disposition of assets/collateral in the course of a bankruptcy proceeding.

United States intercreditor agreements

Assignment

Captures all provisions governing assignment of an agreement, including necessary consents or notices (and exceptions therefrom) prior to an assignment. It also captures provisions relating to "all or substantially all" asset transfers.

A variety of agreement types including service, supply, distribution, intellectual property, employment, and purchase agreements

Assignment — Circumstances

Captures any circumstances in which a landlord may withhold consent to an assignment of a lease.

Commercial and residential real estate leases governed by the laws of England and Wales

Assignment — Conditions

Captures any conditions a landlord may impose on a consent to assign a lease.

Commercial and residential real estate leases governed by the laws of England and Wales

Assignment — Equipment Lease

Captures lessor's and/or lessee's right, if any, to assign its interest in a lease.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Assignment — Permitted/Prohibited

Captures whether assignment is permitted or prohibited under a lease and any qualifying covenant language, but excludes a tenant's ability to grant an assignee permission to assign.

Commercial and residential real estate leases governed by the laws of England and Wales

Assignment and Participation

Captures provisions dealing with assignment of or participation in credit facility debt.

Commitment letters

Assignment by Borrower/Guarantor

Captures restrictions on the ability of the borrower or guarantor to assign the agreement.

Credit, facility and loan agreements

Assignment by Operation of Law

Captures assignment provisions that include the phrase "by operation of law".

A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements

Assignment Minimum Amounts

Captures the minimum amount required for any assignment or participation between lenders.

Credit, facility and loan agreements

Assignment Transfer Fees

Captures any transfer fees payable to the agent in connection with the assignment or transfer of a loan.

Credit, facility and loan agreements

Assignment/Participation Confidentiality

Captures permissions for disclosure of confidential information to prospective assignees or participants.

Credit, facility and loan agreements

Assistance with Data Subject Requests

Captures the obligation of a party to assist with data subject requests under data protection laws.

Data protection addenda

"Assumed Obligations/Liabilities" Definition

Captures the definition of the liabilities or obligations that will be assumed by the purchaser in connection with the transaction.

Share purchase agreements, asset purchase agreements and merger agreements

Attorney In Fact

Captures language which grants a party to a lease the right to execute a document or take another action in the name of, or on behalf of, another party as its attorney-in-fact or agent.

Leases from the United States and Canada

Attorney-Client Privilege Carveout

Captures the contractual carveout (i) specifying that the seller, and not the target company, will control communications protected by attorney-client privilege following the consummation of the transaction and (ii) preventing certain aspects of such attorney-client privilege, such as communications relating to the negotiation of the transaction, from being transferred to the purchaser or surviving corporation.

Share purchase agreements, asset purchase agreements and merger agreements

Attornment

Captures acknowledgment by a tenant that it will recognize any new owner of the property as its landlord, whether the new owner acquires the property through a regular sale, foreclosure or otherwise.

Commercial leases

"Attributable Debt" Definition — Bond Indenture

Captures the definition of "Attributable Debt".

High yield corporate debt security indentures governed by the laws of the United States and Canada

At-Will Employment

Captures the right of an employer to terminate an employee at any time, for any reason and without notice in accordance with applicable laws.

Executive employment agreements

Audit & Inspection — Franchise

Captures audit and inspection provisions within a franchise agreement.

Franchise agreements

Audit Right

Captures a party's right to audit certain information of another party.

A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements

Authority to Contractually Bind Corporation

Captures who in the corporation has authority to execute contracts with third parties.

Articles and bylaws from the United States, Canada, and England and Wales

Authority to Issue Preferred Shares

Captures the right of authority to issue and set the preferences and restrictions of preferred shares.

Articles and bylaws from the United States, Canada, and England and Wales

Authorization Representation

Captures representations that a party has the capacity, authority and power to enter into the agreement, and that the agreement constitutes a legally binding obligation.

Share purchase agreements, asset purchase agreements and merger agreements

Authorized Capital

Captures the number, class type, and value of share authorized by a corporation. This smart field does not capture whether or what proportion of the authorized capital has been issued or are outstanding.

Articles and bylaws from the United States, Canada, and England and Wales

"Authorized User" Definition

Captures the definition of "Authorized User" and other similar terms.

Software as a service agreements

"Automatic Early Termination" Definition

Captures any modifications to the standard definition of "Automatic Early Termination".

International Swaps and Derivatives Association agreements

Automatic Renewal

Captures any automatic renewal or extension provisions, including successive renewals or extensions when no actions are taken by the parties.

A variety of agreement types including service, supply, distribution, intellectual property and employment agreements

Automobile Liability and Workers' Compensation Insurance

Captures a party's obligation to obtain automobile liability, workers' compensation, casualty, and employers' liability insurance, but does not include insurance-related indemnity obligations.

A variety of agreement types including service, intellectual property, supply, and distribution agreements

Availability

Captures the availability of credit facilities.

Commitment letters

"Available Amount" Definition

Captures the definitions of "Available Amount", "Cumulative Credit" and other baskets relevant in the context of asset based loans.

Credit and loan agreements

Award Type (ISO/NSO)

Captures language relating to whether the employee stock option is an incentive stock option or a non-qualified stock option.

Option agreements

Background Checks

This smart fields captures the requirement of an employee to submit to a background check. It also captures any requirement that an employee submit to medical examinations in connection with obtaining insurance or a claim of disability.

Executive employment agreements

Bail-In Clause

Captures the standard provision for acknowledgment and consent to bail-in of EEA financial institutions.

Credit, facility and loan agreements

Bankruptcy

Captures the consequences of a bankruptcy of a party to the agreement.

A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements

Base Currency

Captures the common currency into which the values of collateral and the exposure are converted for valuation purposes.

The Credit Support Annexes for International Swaps and Derivatives Association agreements

"Base Rate" Definition

Captures the definitions of any base rates applicable to a loan, including prime rates, LIBOR rates, eurodollar rates, screen rates, interpolated rates and federal funds rates.

Credit, facility and loan agreements

Base Rent

Captures the rates charged for base rent throughout the term of a lease, including rent steps, extension rent, and percentage rent.

United States and Canadian commercial leases

Base Salary

Captures an employee's base salary.

Executive employment agreements

Base/Principal Rent (England)

Captures the main or principal rents charged throughout the term of a lease.

Commercial and residential real estate leases governed by the laws of England and Wales

"Bill of Sale" Definition

Captures the definition of a bill of sale.

Underwriting agreements and purchase agreements

Billing Address

Captures the address for delivery of invoices.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Binding Obligation Representation

Captures representations that the agreement, once executed and delivered, constitutes a legal and binding obligation of a loan party/obligor.

Credit, facility and loan agreements

Board Reaffirmation of Recommendation

Captures a target board's covenant to reaffirm its recommendation of the transaction. It also captures language relating to the target board's failure to reaffirm its recommendation.

Arrangement agreements and merger agreements

Board/Manager Selection

Captures the composition of a board of directors and the procedures by which board members are elected or appointed.

Shareholders' agreements

Board's Right to Fill Vacancies

Captures the rights or obligations of directors to fill newly created vacancies resulting from either an increase in the number of directorships or from the resignation or removal of a director.

Articles and bylaws from the United States, Canada, and England and Wales

Bonus/Commission

Captures an employee's entitlement to a bonus or commission (except for a signing bonus, which is captured under a separate smart field).

Executive employment agreements

Books, Records and Inspection Covenant

Captures covenants of a borrower to maintain its books and records and to grant any related access, audit or inspection rights.

Credit, facility and loan agreements

Borrower

Captures the name of the borrower.

Commitment letters

Borrower Indemnification of Lender

Captures provisions whereby a borrower or guarantor indemnifies a lender or agent (except tax indemnification obligations, which are captured under a separate smart field).

Credit, facility and loan agreements

"Borrowing Base" Definition

Captures the definition of "Borrowing Base" used for asset based loans.

Credit and loan agreements

Borrowing Base Reporting

Captures the obligation of a borrower to deliver borrowing base certificates and related engineering and reserve reports.

Credit and loan agreements

Branches — Party A

Captures whether or not Party A is a "Multibranch" party.

International Swaps and Derivatives Association agreements

Branches — Party B

Captures whether or not Party B is a "Multibranch" party.

International Swaps and Derivatives Association agreements

Break Provision — Break Conditions

Captures any conditions to a right to break a lease.

Commercial and residential real estate leases governed by the laws of England and Wales

Break Provision — Date/Notice/Conditions

This smart field is a broad break provision that captures break date, break notice and break conditions.

Commercial and residential real estate leases governed by the laws of England and Wales

Break Provision — Notice

Captures the notice required for the break of a lease to be exercised.

Commercial and residential real estate leases governed by the laws of England and Wales

Bring-Down of Representations and Warranties

Captures requirements that representations and warranties given by a party upon execution of an agreement be true at the closing of a transaction.

Share purchase agreements, asset purchase agreements and merger agreements

Brokers Representation

Captures representations that no broker is entitled to any commission in connection with a transaction.

Share purchase agreements, asset purchase agreements and merger agreements

Burdensome/Restrictive Agreements Covenant

Captures covenants of a borrower not to enter into any burdensome agreements or agreements restricting particular actions.

Credit, facility and loan agreements

Business Continuity

Captures provisions with respect to business continuity during an interruption or a dispute.

A variety of agreement types including service, intellectual property, supply and distribution agreements

"Business Day" Definition

Captures the definition of a business day.

Purchase agreements

"Business" Definition

Captures the definition of the business.

Underwriting agreements and purchase agreements

Business/Purpose — LPA/LLC

Captures the stated business or purpose of the limited partnership or limited liability company.

Limited partnership agreements and LLC operating agreements

Buyer Match Right

Captures a purchaser's right to negotiate the terms of its offer with the target's board of directors prior to such board making any change of recommendation (or otherwise terminating the agreement with the purchaser) pursuant to a superior proposal or intervening event.

Arrangement agreements and merger agreements

Calculation Agent

Captures the identity of the "Calculation Agent".

International Swaps and Derivatives Association agreements

Calculation of Value

Captures whether "S&P, "Moody's" or "Fitch" trigger values are added for the purposes of calculating value.

The Credit Support Annexes for International Swaps and Derivatives Association agreements, but was not trained on the 2016 Credit Support Annexes

Can a financial covenant breach be cured by an equity cure?

Answers whether the borrower has rights to cure a breach of the financial covenants with an equity injection (yes/no field.)

Credit, facility, and loan agreements

Capital Account — LPA/LLC

Captures provisions relating to the establishment and maintenance of capital accounts for partners or members, including, in the case of U.S. limited partnerships or limited liability companies, the requirement that such accounts be maintained in accordance with the applicable regulations under section 704 of the U.S. Internal Revenue Code. It also captures provisions relating to the establishment of a current account, if any, for each partner/member.

Limited partnership agreements and LLC operating agreements

"Capital Stock" Definition — Bond Indenture

Captures the definitions of "Capital Stock", "Equity Interest", "Equity Securities" and similar terms.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Capitalization Representation

Captures representations with respect to capitalization of a party or its subsidiaries (also referred to as "Capital Structure").

Share purchase agreements, asset purchase agreements and merger agreements

Cash Dominion Period

Captures the cash dominion period for asset-based loan agreements.

Credit, facility and loan agreements

Cash Dominion Period Trigger

Captures the trigger event for cash dominion periods for asset-based loan agreements.

Credit, facility and loan agreements

"Cash Equivalents" Definition

Captures the definitions of "Cash Equivalents" or "Cash Equivalent Investments" as typically referenced in a borrower's covenants.

Credit, facility and loan agreements

Cashless Exercise

Captures whether the option holder may exercise his/her stock option using a cashless exercise. Cashless exercise is a method of payment whereby the option holder delivers instructions to a broker providing for the assignment to the grantor of the proceeds of a sale or loan with respect to the shares acquired upon exercise of the stock option.

Option agreements

Casualty

Captures a tenant's rights and a landlord's obligations in the event that all or part of leased premises is rendered unusable by reason of casualty or damage, including fire or flood (also referred to as "Damage or Destruction").

Commercial leases

"Cause" Definition

Captures the definition of "Cause" in employment agreements.

Executive employment and option agreements

Certificate of Insurance

Captures a party's obligation to provide a certificate of insurance, as well as notice requirements for cancellation or changes to insurance policies.

A variety of agreement types including service, intellectual property, supply, and distribution agreements

Change Control/Change Management

Captures provisions with respect to the process for managing changes to the products or services provided under an agreement, including pricing changes, but excludes amendments to an agreement, which is covered by another smart field.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Change in Law

Captures all provisions relating to any changes in law that occur after the execution of the agreement.

A variety of agreement types including service, intellectual property, supply and distribution agreements

"Change in Law" Definition

Captures the definition of "Change in Law" or references to similar concepts in the context of increased costs.

Credit, facility and loan agreements

Change of Business Covenant

Captures covenants of a borrower not to make a substantial change in the nature of its business nor to engage in any business other than the business carried on by it when the agreement was entered into.

Credit, facility and loan agreements

Change of Control

Captures the consequences of changes in ownership or management of a party to an agreement (but does not capture provisions applicable to "direct or indirect" assignments).

A variety of agreement types including service, supply, distribution, intellectual property and employment agreements

Change of Control — Commitment Letter

Captures change of control provisions in commitment letters.

Commitment letters

Change of Control — Credit Agreement

Captures mandatory prepayments and events of default triggered by a change of control. This smart field does not capture covenants not to make divestitures or to undergo fundamental changes (as these concepts can be captured with separate smart fields).

Credit, facility and loan agreements

Change of Control — Employment Agreement

Captures change of control provisions in employment agreements.

Executive employment agreements

Change of Control — Lease

Captures lease restrictions on changes in control of or transfers of interests in a tenant.

United States and Canadian commercial leases

"Change of Control" Definition — Bond Indenture

Captures the definition of "Change of Control".

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

"Change of Control" Definition—Credit Agreement

Captures the definition of "Change of Control".

Credit, facility and loan agreements

"Change of Control" Definition—Option Agreements

Captures the definition of "Change of Control" in option-related agreements.

Option agreements

Change of Control Put Right—Bond Indenture

Captures the issuer's requirement to offer to repurchase the debt securities upon a specified change of control as provided for in the indenture. Additionally, Captures the mechanism for making such change of control offer. This smart field also captures the definition of "Change of Control", "Permitted Holders' and similar definitions.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Changes in Permission

Captures provisions relating to the covered entity's obligation to notify the business associate of changes in, or the revocation of, permission by an individual to use or disclose protected health information.

Business associate agreements

Children's Privacy

Captures affirmative disclosures regarding privacy rights of children, as required by the California Consumer Privacy Act ("CCPA") and the Children's Online Privacy Protection Act ("COPPA").

Various privacy policies and notices both before and after enactment of the CCPA.

"Closing Date" Definition

Captures the definition of the closing date of the transaction.

Underwriting agreements and purchase agreements

"Closing" Definition

Captures the definition of the closing of the transaction.

Share purchase agreements, asset purchase agreements and merger agreements

Collateral Account

Captures the circumstances in which the secured party or custodian must maintain a segregated account for holding collateral.

The Credit Support Annexes for International Swaps and Derivatives Association agreements, but was not trained on the 2016 Credit Support Annexes

Collateral Description

Captures the description of the collateral listed on the Uniform Commercial Code financing statement.

Standard UCC-1 forms. Redactions or poor font quality may impact the accuracy of this smart field.

"Collateral Documents"/"Security Documents" Definition

Captures the list of documents that must be provided in connection with a grant of a security interest in collateral.

Credit, facility and loan agreements

Collateral Representation

Captures representations that the security documents are effective and create valid and enforceable security interests in the collateral.

Credit, facility and loan agreements

"Collateral"/"Transaction Security" Definition

Captures the definitions of "Collateral" or "Transaction Security" provided in connection with a secured loan.

Credit, facility and loan agreements

Collection of Indebtedness and Suits for Enforcement by Trustee—Bond Indenture

Captures how and when indebtedness will be collected in the event of a default, and the circumstances under which the trustee may bring a collection suit.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

COMI (Center of Main Interest)

Captures both representations and covenants with respect to the center of main interest of loan parties/obligors.

Credit, facility and loan agreements

Commencement Date

Captures the date on which a lease term commences. It is recommended that Commencement Date (Short Form) and Commencement Date (Long Form) be used for better results.

Commercial leases

Commencement Date (Long Form)

This smart field, when used in conjunction with the "Commencement Date (Short Form)" smart field, will capture the date upon which a lease term commences. Commencement Date (Long Form) and Commencement Date (Short Form) should be used together.

Leases from the United States and Canada

Commencement Date (Short Form)

This smart field, when used in conjunction with the "Commencement Date (Long Form)" smart field, will capture the date upon which a lease term commences. Commencement Date (Short Form) and Commencement Date (Long Form) should be used together.

Leases from the United States and Canada

Commercial General Liability Insurance

Captures a party's obligation to obtain commercial general liability, product liability, and property insurance, but does not include insurance-related indemnity obligations.

A variety of agreement types including service, intellectual property, supply, and distribution agreements

Commitment Fees

Captures commitment fees payable in connection with credit facilities.

Commitment letters

Commitment Fees—Credit Agreement

Captures fees payable by the borrower on the unused portion of a term or revolving loan.

Credit, facility and loan agreements

Committees (Broad)

Captures delegation of responsibilities to committees, and includes language relating to committee functions and operative procedures. This smart field does not capture committee creation for liquidation events.

Articles and bylaws from the United States, Canada, and England and Wales

Common Area Maintenance

Captures a tenant's obligations with respect to the maintenance of common areas of a building.

Commercial leases

Compliance Certificate Covenant—Bond Indenture

Captures the covenant requiring the issuer to file, within a certain time period after each fiscal year, a certificate with the indenture trustee as to compliance with the provisions of the indenture.

Investment grade and high yield corporate debt security indentures, as applicable, governed by the laws of the United States and Canada

Compliance with 409A

Captures an employer's compliance with Section 409A of the U.S. Internal Revenue Code.

Employment agreements

Compliance with Law

Captures obligations of the parties to comply with laws, as well as related definitions.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Compliance with Law Representation—Credit Agreement

Captures representations that each loan party/obligor and its business is compliant with all and not in violation of applicable laws. Captures only the general representation with respect to compliance with laws and does not capture any representations that deal with the compliance with specific laws such as environmental laws or labor laws.

Credit, facility and loan agreements

Compliance with Laws and Permits Representation

Captures representations that a party has conducted its business in compliance with all applicable laws and has all necessary government permits (also referred to as "Regulatory Matters").

Share purchase agreements, asset purchase agreements and merger agreements

Compliance with Laws Covenant

Captures covenants of a borrower to comply with applicable laws and regulations.

Credit, facility and loan agreements

Condemnation/Eminent Domain

Captures the consequences of leased premises becoming condemned or being appropriated by a public authority.

Commercial leases

Conditions Precedent—CSA

Captures which termination events will be designated as "Specified Conditions" for the purposes of the conditions precedent to the exercise of the secured party's rights and remedies.

The Credit Support Annexes for International Swaps and Derivatives Association agreements

Conditions Precedent—Incremental Facility

Captures the conditions precedent that must be fulfilled before incremental facilities / increases in commitment are effective. This smart field has not been trained to capture similar provisions regarding refinance / replacement facilities, incremental notes, or incremental equivalent debt. It is recommended that this smart field be used together with the other Incremental Facility smart fields.

Credit, facility, and loan agreements

Conduct of Business in the Ordinary Course Covenant

Captures the covenant of a target (and, if applicable, a purchaser) to operate its business only in the ordinary course between signing of the purchase agreement and closing of the transaction.

Share purchase agreements, asset purchase agreements, arrangement agreements and merger agreements

"Confidential Information" Definition

Captures the definition of "Confidential Information".

A variety of agreement types including franchise, service, intellectual property, supply, distribution and non-disclosure agreements

"Confidential Information" Definition—Exceptions—Becomes Known by Disclosure Not in Breach

Captures exceptions to the definition of "Confidential Information" for information learned through a third party source who is not in breach of any confidentiality obligations.

Non-disclosure agreements

"Confidential Information" Definition—Exceptions—Independently Developed

Captures exceptions to the definition of "Confidential Information" for information that was independently developed by the recipient.

Non-disclosure agreements

"Confidential Information" Definition—Exceptions—Known Prior to Agreement

Captures exceptions to the definition of "Confidential Information" for information that was known prior to the entering into of the agreement.

Non-disclosure agreements

"Confidential Information" Definition—Exceptions—Public Information

Captures exceptions to the definition of "Confidential Information" for information available to the public.

Non-disclosure agreements

Confidentiality

Captures the confidentiality obligations of parties to an agreement.

A variety of agreement types including service, supply, distribution, intellectual property, employment, purchase, and franchise agreements

Conflict of Interest

Captures language concerning director conflicts of interest, including procedures for managing conflicts, obligations of interested director, validity of corporate actions taken with interested director, and waiver (or non-waiver) of the corporate opportunity doctrine.

Articles and bylaws from the United States, Canada, and England and Wales

Consent to Recording

Captures whether the parties consent to the recording of conversations between them.

International Swaps and Derivatives Association agreements

Consent to Substitution

Captures whether the pledgor is required to obtain the secured party's consent before any substitution of collateral.

The Credit Support Annexes for International Swaps and Derivatives Association agreements, and applies only to those governed by New York law

Consents, Approvals, No Violations/Conflicts Representation

Captures representations that the execution and delivery of the agreement will not conflict with a party's organizational documents or other documents to which it is a party, unless consents have been obtained.

Share purchase agreements, asset purchase agreements and merger agreements

Consideration/Exchange Ratio Adjustment

Captures language addressing the adjustment of the exchange ratio and/or the merger consideration to account for dividends, splits, issuances, reorganizations, etc. It applies primarily to share and mixed consideration deals.

Arrangement agreements and merger agreements

Consignments and Other Property Arrangements

Captures language in a commercial agreement describing an arrangement where one party has possession of certain goods or other property, but title to such goods or property remains with the other party. In particular, it captures language stating whether goods are being provided by one party to another on a consignment basis.

Service, supply, distribution, and intellectual property agreements

"Consolidated Fixed Charges Coverage Ratio"—Bond Indenture

Captures the definition of "Consolidated Fixed Charges Coverage Ratio" and similar terms.

This smart field was trained to capture only the fixed charges coverage ratio and not other types of financial ratios.

High yield corporate debt security indentures governed by the laws of the United States and Canada

"Consolidated Fixed Charges" Definition—Bond Indenture

Captures the definition of "Consolidated Fixed Charges" and similar terms.

High yield corporate debt security indentures governed by the laws of the United States and Canada

"Consolidated Net Income" Definition—Bond Indenture

Captures the definitions of "Consolidated Net Income", "Consolidated Adjusted Net Income (Loss)", "Adjusted Consolidated Net Income" and similar terms.

High yield corporate debt security indentures governed by the laws of the United States and Canada

Consummation of the Acquisition/Merger Condition

Captures conditions of borrowing with respect to the closing of concurrent transactions.

Commitment letters

Consummation of the Acquisition/Merger Condition—Credit Agreement

Captures conditions of borrowing with respect to the consummation of the transaction associated with the loan.

Credit, facility and loan agreements

Continuing Obligations (Holdover)—Equipment Lease

Captures lessee's obligation to continue paying rent should lessee fail to return the leased property when required (or in the condition required) under the terms of a lease. It also captures circumstances in which lessee's obligations under the lease may continue automatically unless lessee notifies lessor of its intent to terminate the lease.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Contracts Representation

Captures representations with respect to a party's contracts (also referred to as "Material Contracts" or "Commitments").

Share purchase agreements, asset purchase agreements and merger agreements

Control by Majority—Bond Indenture

Captures instances where the holders of a majority of the principal amount of outstanding corporate debt securities may direct the time, method and place for proceedings related to remedies available to the trustee.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

"Control" Definition

Captures the definition of "Control", as often referred to in provisions dealing with change of control or the definition of "Affiliates".

A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements

"Controller" Definition

Captures the definition of a "Controller" in the context of data protection.

Data protection addenda

Controlling Agreement/Conflict Resolution

Captures provisions that specify which of one or more agreements will govern in the event of a conflict between them.

A variety of agreement types including service, supply, distribution and credit agreements

Corporate Existence Covenant—Bond Indenture

Captures the covenant of the issuer to preserve and keep in full force and effect its corporate existence.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Corporate Organization and Qualification Representation

Captures representations that a party is organized and in good standing, is qualified to carry on its business, and that true and complete copies of its books and records have been given to the other party.

Share purchase agreements, asset purchase agreements and merger agreements

Corporate Status/Organization Representation—Credit Agreement

Captures representations that a loan party/obligor is duly organized, validly existing and in good standing under applicable law, and that it has the legal capacity to conduct its affairs.

Credit, facility and loan agreements

Corporate Trustee Required and Eligibility—Bond Indenture

Captures the requirement that the indenture have a corporate trustee, and describes related eligibility and disqualification requirements.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Costs and Expenses

Captures the requirement that the borrower pay costs and expenses associated with the loan transaction.

Credit, facility and loan agreements

Costs of Transfer

Captures the responsibility of a party to pay all costs and other taxes involved with the transfer of the eligible credit support.

The Credit Support Annexes for International Swaps and Derivatives Association agreements, but was not trained on the 2016 Credit Support Annexes

Counterparts

Captures provisions in agreements that provide for execution in any number of counterparts.

Supply agreements and distribution agreements

Counterparty Specified Entity

Captures whether each party is a "Specified Entity" for the purposes of certain events of default and termination events.

International Swaps and Derivatives Association agreements

Covenant Compliance Condition

Captures the closing condition that a party has complied with all covenants or obligations under the agreement.

Share purchase agreements, asset purchase agreements and merger agreements

Covenant Defeasance—Bond Indenture

Captures the covenant defeasance requirements that, if satisfied, relieve the issuer's obligation to comply with the substantive covenants contained in the indenture.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Covenant Suspension/Fall Away—Bond Indenture

Captures the circumstances in which the enforcement of specified covenants will be suspended or terminated.

High yield corporate debt security indentures governed by the laws of the United States and Canada

"Coverage Ratio"/"Interest Cover" Definition

Captures definitions of ratios measuring the proportion of earnings to interest expenses.

Credit, facility and loan agreements

Covered Transactions

Captures the scope of transactions to which a 2016 Credit Support Annex applies.

2016 Credit Support Annexes for International Swaps and Derivatives Association agreements only

"Credit Agreement"/"Credit Facility" Definition—Bond Indenture

Captures the definitions of "Credit Agreement", "Credit Facility" and similar terms.

High yield corporate debt security indentures governed by the laws of the United States and Canada

Credit and Corporate Documentation Condition

Captures conditions of borrowing with respect to credit and corporate documentation.

Commitment letters

Credit Event Merger—Party A

Captures whether or not the "Credit Event Upon Merger" provisions will apply to Party A.

International Swaps and Derivatives Association agreements

Credit Event Merger—Party B

Captures whether or not the "Credit Event Upon Merger" provisions will apply to Party B.

International Swaps and Derivatives Association agreements

Credit Event Upon Merger

Captures whether the "Credit Event Upon Merger" provisions apply to either of the parties.

International Swaps and Derivatives Association agreements

Credit Facility Basket—Bond Indenture

Captures the issuer's ability to incur additional indebtedness pursuant to credit facilities without triggering the limitation on additional debt covenant.

High yield corporate debt security indentures governed by the laws of the United States and Canada

Credit Facility Sizes

Captures the amount of credit facilities, including term, revolving, bridge, swingline, letter of credit or incremental facilities.

Commitment letters

Credit Support Amount

Captures the calculation of the credit support amount and whether the "S&P", "Moody's" or "Fitch" trigger values apply.

Credit Support Annexes for International Swaps and Derivatives Association agreements, but was not trained on the 2016 Credit Support Annexes

Credit Support Document

Captures which documents will constitute "Credit Support Documents" under the agreement.

International Swaps and Derivatives Association agreements

Credit Support Eligibility Condition

Captures whether the parties have agreed to include any conditions that must be satisfied for collateral to qualify as Eligible Credit Support.

2016 Credit Support Annexes for International Swaps and Derivatives Association agreements only

Credit Support Offsets

Captures whether the parties have agreed to offset transfers of collateral under a 2016 Credit Support Annex against transfers of collateral under any Credit Support Annex(es) designated under "Other CSA".

2016 Credit Support Annexes for International Swaps and Derivatives Association agreements only

Credit Support Provider

Captures disclosure or applicability of each party's issuers of credit support, such as a guarantor.

International Swaps and Derivatives Association agreements

Cross Default

Captures whether defaults under other agreements between the parties can lead to a default under the International Swaps and Derivatives Association master agreement, and the timing of when this event of default can be triggered.

International Swaps and Derivatives Association agreements

Cross Default and Thresholds

Captures the definitions of "Cross Default", "Specified Indebtedness", "Shareholder's Equity", "Credit Agreement" and "Threshold".

International Swaps and Derivatives Association agreements

Cross Default Carve-out for Administrative Error

Captures carve-out language which excludes payment delays caused by operational and/or administrative error from triggering an event of default, provided such delay is remedied within a certain period of time.

International Swaps and Derivatives Association agreements

Cross-Default—Equipment Lease

Captures a default by lessee that is triggered by a default under another agreement.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Curative Allocations

Captures the right of the general partner or manager to make offsetting allocations of income, gain, loss or deduction in respect of certain special/regulatory allocations otherwise allocated to the capital accounts of particular partners or members for the purposes of complying with certain requirements of the regulations under section 704 of the U.S. Internal Revenue Code.

Limited partnership agreements and LLC operating agreements

Cure Period—Commercial Agreement

Captures specific cure periods for common defaults, including grace periods for non-payment, dismissal of insolvency proceedings, vacating/setting aside judgments, etc.

Service, supply, distribution, and intellectual property agreements

Cure Period—Credit Agreement

Captures specific cure periods for common borrower defaults, including grace periods for non-payment, dismissal of insolvency proceedings, vacating/setting aside judgments, etc.

Credit, facility, and loan agreements

Cure Period—Equipment Lease

Captures specific cure periods for common lessee defaults, including grace periods for non-payment, dismissal of insolvency proceedings, vacating/setting aside judgments, etc.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Currency

Captures the currency of payment under an agreement, but does not capture stand-alone currency symbols.

A variety of agreement types including service, intellectual property, supply and distribution agreements

"Currency" Definition

Captures the definitions of "Currency", "Optional Currency" and any specific currencies that are defined in the agreement.

Credit, facility and loan agreements

Customer Feedback

Captures provisions relating to customer feedback regarding the services.

Software as a service agreements

Customers and Suppliers Representation

Captures representations with respect to a party's customers and suppliers.

Share purchase agreements, asset purchase agreements and merger agreements

Customs and Tariffs

Captures which party is responsible for payment of customs and tariffs under an agreement, as well as any references to customs and tariffs.

A variety of agreement types including service, intellectual property, supply and distribution agreements

"Data" Definition

Captures the definition of "Data" and similar terms.

General commercial agreements like license and service agreements, in addition to data protection addenda

"Data Exporter" Definition

Captures the definition of a "Data Exporter" in the context of data protection.

Data protection addenda

"Data Importer" Definition

Captures the definition of a "Data Importer" in the context of data protection.

Data protection addenda

Data Processing Instructions

Captures (i) the requirement that data can only be processed on the instructions of the controller/client, and (ii) any data processing instructions contained in the agreement.

Data protection addenda (and may generate false positives on other agreement types).

"Data Protection Authority" Definition

Captures the definition of a "Data Protection Authority" in the context of data protection.

Data protection addenda

Data Protection Impact Assessment

Captures provisions with respect to obtaining a "Data Protection Impact Assessment" in the context of data protection.

Data protection addenda

Data Protection/Privacy (Broad)

Captures any provisions with respect to protection of data, information security or privacy. This smart field is not recommended for use on detailed data protection agreements, but can be used to locate clauses embedded in broader agreements.

License, service and distribution agreements

"Data Subject" Definition

Captures the definition of a "Data Subject" in the context of data protection.

Data protection addenda

Date

Captures the date of an agreement, typically found on the cover page.

A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements

Date—Bond Indenture

Captures the date of the corporate debt security indenture, typically found on the cover page.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Date of Filing

Captures the date of filing of the Uniform Commercial Code financing statement. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Dates of Articles/Bylaws/Amendment

Captures the date of articles of incorporation, bylaws, and other documents associated with incorporation.

Articles and bylaws from the United States, Canada, and England and Wales

Debtor 1 City

Captures the city of the first debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Debtor 1 Country

Captures the country of the first debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Debtor 1 First Name

Captures the first name of the first debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Debtor 1 Last Name

Captures the last name of the first debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Debtor 1 Mailing Address

Captures the mailing address of the first debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Debtor 1 Middle Name

Captures the middle name of the first debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Debtor 1 Organization Name

Captures the organization name of the first debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Debtor 1 Postal Code

Captures the postal code of the first debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Debtor 1 State

Captures the state of the first debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Debtor 1 Suffix

Captures the suffix of the first debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Debtor 2 City

Captures the city of the second debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Debtor 2 Country

Captures the country of the second debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Debtor 2 First Name

Captures the first name of the second debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Debtor 2 Last Name

Captures the last name of the second debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Debtor 2 Mailing Address

Captures the mailing address of the second debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Debtor 2 Middle Name

Captures the middle name of the second debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Debtor 2 Organization Name

Captures the organization name of the second debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Debtor 2 Postal Code

Captures the postal code of the second debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3.Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Debtor 2 State

Captures the state of the second debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Debtor 2 Suffix

Captures the suffix of the second debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Decoration

Captures a tenant's obligation to decorate under a lease.

Commercial and residential real estate leases governed by the laws of England and Wales

Deemed Acceptance

Captures provisions with respect to when products or purchase orders will be deemed accepted.

A variety of agreement types including service, supply and distribution agreements

Default for Breach

Captures borrower default triggered by its failure to perform its obligations under the loan documents.

Credit, facility and loan agreements

Default for Cessation of Business

Captures borrower default triggered by it ceasing to carry on its business.

Credit, facility and loan agreements

Default for Creditors' Process—Equipment Lease

Captures a default by lessee as a result of any lien, encumbrance, attachment, etc. being placed on lessee's property (including the leased property) or any expropriation, seizure, or analogous process.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Default for Cross Default/Acceleration

Captures borrower default triggered by a default or acceleration under another agreement.

Credit, facility and loan agreements

Default for Inaccuracy of Representations/Misrepresentation

Captures borrower default triggered by any inaccuracy or misrepresentation in the representations it provided.

Credit, facility and loan agreements

Default for Insolvency

Captures borrower default triggered by its insolvency.

Credit, facility and loan agreements

Default for Invalidity/Unlawfulness

Captures borrower default triggered by any invalidity of the loan documents, or in the event that it becomes unlawful for a borrower to perform its obligations under the agreement.

Credit, facility and loan agreements

Default for Judgment/Creditors' Process

Captures borrower default for any judgment or order entered against it or any expropriation or analogous process.

Credit, facility and loan agreements

Default for Non-Payment

Captures borrower default triggered by its failure to pay any amounts due under the agreement.

Credit, facility and loan agreements

Default for Pension Regulations Non-Compliance

Captures borrower default triggered by its failure to comply with pension legislation including the U.S. Employee Retirement Income Security Act of 1974.

Credit, facility and loan agreements

Default Interest

Captures the interest rate applied to past due obligations of a tenant.

Commercial leases

Default Interest—Commitment Letter

Captures default interest provisions.

Commitment letters

Default Interest (England)

Captures the obligation to pay interest on (i) rent in arrears and late payments, and (ii) late payments due to a landlord refusing rent as a result of a breach by the tenant. It also captures the rate of such interest and the definitions of "Base Rate" and "Prescribed Rate", but excludes interest on reviewed rent.

Commercial and residential real estate leases governed by the laws of England and Wales

Default Interest/Interest on Overdue Amounts

Captures provisions with respect to the payment of interest in the event that the borrower fails to make payments under the agreement.

Credit, facility and loan agreements

Default or Termination for Bankruptcy/Insolvency—Lease

Captures a default or right of termination triggered by Tenant/Lessee's insolvency or bankruptcy.

(i) United States and Canadian commercial real estate leases, and (ii) United States equipment and other non-real estate leases (including some aircraft leases)

Defaulting Lender Approval

Captures waivers, amendments and other actions where the consent of any defaulting lender is still required.

Credit, facility and loan agreements

"Defaulting Lender" Definition—Credit Agreement

Captures the definitions of "Defaulting Lender" and "Non-Funding Lender".

Credit, facility and loan agreements

Defaulting Lender Waterfall

Captures the application and priority of distribution of payments made for the account of a defaulting lender.

Credit, facility and loan agreements, but not on intercreditor agreements

"Defaulting Lenders" Definition

Captures the definition of "Defaulting Lenders".

Commitment letters

Deficit Restoration—LPA/LLC

Captures the requirement, if any, of partners or members to restore any deficit or negative balance in their respective capital accounts.

Limited partnership agreements and LLC operating agreements

Definitions—Year

Captures the year from which the definitions used in the schedule to the International Swaps and Derivatives Association master agreement are derived.

International Swaps and Derivatives Association agreements

Definitions and Inconsistency—ISDA

Captures which definition sets are incorporated into the agreement, any amendments to those definitions, and which of the definitions prevail in the event of inconsistency.

International Swaps and Derivatives Association agreements

Delay or Omission Not Waiver—Bond Indenture

Captures provisions specifying that a delay or omission by the trustee or any holder of the corporate debt securities in exercising its right or remedy maturing upon an event of default will not impair the right or remedy or constitute a waiver of or acquiescence in the event of default.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Delivery Amount

Captures any modifications to the standard definition of "Delivery Amount".

The Credit Support Annexes for International Swaps and Derivatives Association agreements

Demands and Notices—CSA

Captures whether the parties have specified an address and other contact information for the purposes of receiving demands, specifications and notices.

The Credit Support Annexes for International Swaps and Derivatives Association agreements

Description of Equipment—Equipment Lease

Captures the description of the leased property. It is recommended that this smart field be used in conjunction with "Equipment" Definition—Equipment Lease.

P primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Description of Premises

Captures the description of the leased premises, including details about the building, suite, and/or floor numbers. It also generally captures the square footage and address of the premises, as well as certain appurtenances and reservations affecting the premises. It does not capture the legal description of the premises. It is recommended that this smart field be used together with the Address of Premises and Square Footage of Premises smart fields. It is recommended that this smart field be used instead of the Leased Premises smart field.

Commercial real estate leases from the United States and Canada, as well as some from England.

Description of the Debt Securities/Amount Authorized—Bond Indenture

Captures the title and principal amount, if provided, of corporate debt securities. This smart field also captures the maximum principal amount of debt authorized that may be issued pursuant to the indenture. Kira provides a separate built-in smart field to capture the interest rate on corporate debt security indentures.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Designation of Restricted and Unrestricted Subsidiaries Covenant—Bond Indenture

Captures the covenant concerning the issuer's ability to designate subsidiaries as either restricted or unrestricted and the effect of such designation.

High yield corporate debt security indentures governed by the laws of the United States and Canada

Devotion of Time—LPA/LLC

Captures the extent to which the general partner or manager is required to devote time to overseeing the business and affairs of a limited partnership or limited liability company.

Limited partnership agreements and LLC operating agreements

Devotion of Time/Charitable Activities

Captures the requirement that an employee devote a certain amount of time and effort to his or her employment and any permitted charitable activities.

Executive employment agreements

DIP Financing—Intercreditor Agreement

Captures post-petition/debtor-in-possession financing provisions in intercreditor agreements, including the agreement by creditors not to object to other creditors providing such financing nor to the use of cash collateral for the purposes of such financing.

Primarily on United States intercreditor agreements

Direct or Indirect Assignment

Captures provisions that restrict "direct or indirect" assignments.

A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements

Director and Officer Insurance

Captures the granting of authority for a corporation to procure and maintain insurance coverage for directors and officers against liabilities associated with these roles.

Articles and bylaws from the United States, Canada, and England and Wales

Director Remuneration

Captures director compensation, and includes who has the authority for establishing amounts or forms of compensation. This smart field does not include any benefits a director is owed in relation to their indemnification by the corporation.

Articles and bylaws from the United States, Canada, and England and Wales

Directors Action by Written Consent

Captures the directors' right to act by written consent.

Articles and bylaws from the United States, Canada, and England and Wales

Directors Meetings (Broad)

Captures the general details concerning directors' meetings, including requirements for giving notice of such meetings.

Articles and bylaws from the United States, Canada, and England and Wales

Directors' and Officers' Indemnification

Captures a purchaser's covenant to maintain existing indemnification protections for the directors and officers of a target company.

Arrangement agreements, purchase agreements and merger agreements

Discharge of Debt Security—Bond Indenture

Captures the discharge requirements that, if satisfied, relieve the issuer's obligation to comply with any provision of the indenture, including payment obligations. This provision is typically effective when the corporate debt securities are coming due within one year.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Disclaimer of Liability—Loss of Data

Captures provisions relating to loss of data, including limitation of liability for loss of data.

Software as a service agreements

Disclaimer of Warranties—Equipment Lease

Captures lessor's disclaimer of warranty with respect to the quality, condition, merchantability, suitability, etc. of the leased equipment.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Disclaimer of Warranty

Captures provisions that disclaim all service/product warranties in agreements. It includes provisions stating that a product will be in "as is" condition.

A variety of agreement types including service, supply, distribution and intellectual property agreements

"Disclosure Letter/Disclosure Schedules" Definition

Captures the definition of disclosure letter or disclosure schedules.

Underwriting agreements and purchase agreements

Disclosure Required by Law

Captures exceptions to restrictions on the use and disclosure of confidential information where such use or disclosure is required by law.

Non-disclosure agreements

Discounts

Captures provisions relating to discounts, credits, rebates and preferential pricing.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Dispositions or Asset Sales Covenant

Captures covenants of a borrower not to dispose of assets other than in the ordinary course, and will also capture the definition of "Permitted Dispositions" or any exceptions to the definition of "Asset Sale".

Credit, facility and loan agreements

Dispute Resolution

Captures the procedures for dispute resolution in an agreement.

A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements

"Disqualified Institutions" Definition

Captures the definitions of "Disqualified Institution" or "Ineligible Institution".

Credit and loan agreements

"Disqualified Lenders" Definition

Captures the definition of "Disqualified Lenders".

Commitment letters

"Disqualified Stock" Definition

Captures the definition of "Disqualified Stock".

Credit, facility and loan agreements

"Disqualified Stock" Definition—Bond Indenture

Captures the definitions of "Disqualified Stock", "Redeemable Stock" and similar terms.

High yield corporate debt security indentures governed by the laws of the United States and Canada

Distribution of Property on Liquidation—LPA/LLC

Captures the final distribution waterfall on the liquidation, dissolution or winding up of a limited partnership or limited liability company. It also captures the liquidator's right, if any, to distribute property in kind to the partners/members as well as liquidation preferences of any class or series of interests in the partnership/company.

Limited partnership agreements and LLC operating agreements

Distributions of Cash—LPA/LLC

Captures provisions describing the manner in which available cash (and, where applicable, proceeds of sale) is to be distributed among the partners/members, including distribution rights of particular classes or series of partnership/company interests. It also captures special cash distributions to partners or members where regular distributions for the year would be insufficient to cover their applicable income tax liability in respect of partnership or company income allocated to them.

Limited partnership agreements and LLC operating agreements

Dividends and Distributions

Captures dividend and distribution policies, as well as approval requirements for issuing dividends or distributions.

Shareholders' agreements

Dividends/Distributions (Articles & Bylaws)

Captures grants of authority to declare dividends or distributions, as well as the restrictions and other rules applicable thereto.

Articles and bylaws from the United States, Canada, and England and Wales

Do Not Sell Personal Information

Captures affirmative disclosures that must be made by a business that sells the personal information of consumers to third parties, as required by the California Consumer Privacy Act ("CCPA"). This smart field includes notices to consumers on whether the business sells personal information, the right for consumers to opt-out of the sale of personal information, and references/links to the business's "Do Not Sell My Personal Information" page. This smart field does not capture the categories of personal information in the event that such information is sold.

Various privacy policies and notices both before and after enactment of the CCPA.

Document Delivery

Captures which documents are to be delivered and how they are to be delivered with respect to each party.

International Swaps and Derivatives Association agreements

Documentation Principles

Captures the documentation principles applicable to a credit facility.

Commitment letters

Dodd-Frank Compliance

Captures provisions with respect to compliance with the U.S. Dodd–Frank Wall Street Reform and Consumer Protection Act.

A variety of document types including supply, service, employment and distribution agreements

Does the agreement contain a financial covenant?

Answers whether the agreement contains any borrower's financial covenants, including maintenance of leverage or coverage ratios (yes/no field.)

Credit, facility and loan agreements

Does the agreement contain a fundamental changes/merger covenant?

Answers whether the agreement contains a fundamental changes/merger covenant (yes/no field.)

Credit, facility, and loan agreements

Does the agreement contain a leverage ratio financial covenant?

Answers whether the agreement contains a leverage ratio financial covenant (yes/no field.)

Credit, facility, and loan agreements

Does the agreement contain a material adverse change representation?

Answers whether the agreement contains a material adverse change representation (yes/no field.)

Credit, facility, and loan agreements

Does the agreement contain a restricted payments covenant?

Answers whether the agreement contains a restricted payments covenant (yes/no field.)

Credit, facility, and loan agreements

Does the agreement contain an inability to determine rates/market disruption provision?

Answers whether the agreement contains provisions relating to market disruptions or the inability to determine rates (yes/no field.)

Credit, facility, and loan agreements

Does the agreement contain an indebtedness covenant?

Answers whether the agreement contains an indebtedness covenant (yes/no field.)

Credit, facility, and loan agreements

Does the agreement contain an independent contractor acknowledgment?

Answers whether the agreement contains an acknowledgment by the parties that they have an independent contractor relationship (yes/no field.)

Service agreements

Does the agreement contain an interest rate floor?

Answers whether the floating rate loan product contains a negotiated and agreed upon interest rate floor (yes/no field.)

Credit, facility, and loan agreements

Does the agreement contain an unavailability of screen rate/absence of quotation provision?

Answers whether the agreement contains an unavailability of screen rate/absence of quotation provision (yes/no field.)

Credit, facility, and loan agreements

Does the agreement provide that overdue payments accrue interest?

Answers whether overdue payments accrue interest. It does not capture provisions relating to interest-bearing amounts in the context of audits or dispute resolution (yes/no field.)

Primarily on service, supply, distribution, and intellectual property agreements

Does the agreement reference SOFR?

Answers whether the secured overnight financing rate ("SOFR") and similar or related definitions are referenced in the agreement (yes/no field.)

Credit, facility, and loan agreements

Does the agreement require either party to create backups of customer data?

Answers whether the agreement requires either party to create backups of customer data. It does not capture provisions relating to (i) the right to use customer data to create backups; or (ii) the right to retain customer data in backups (yes/no field.)

Software as a service agreements

Does the contract contain a disclaimer of liability for indirect, consequential and/or other similar damages?

Answers whether the agreement contains a disclaimer of liability (whether or not subject to carve-outs) for indirect, consequential, punitive, incidental and/or other similar damages. This yes/no field does not interpret exclusions from indemnity or other specific payment obligations as disclaimers.

Primarily on service, supply, and intellectual property agreements

Does the contract specify when notice is deemed to be given?

Answers whether the notice terms of an agreement stipulate when notice is deemed to be given by one party to another for the purposes of the agreement (yes/no field.)

Primarily on service, supply, and intellectual property agreements

Does the customer grant a license to use its data?

Answers whether the customer grants the provider a license to use its data or content. It does not capture provisions relating to aggregated data or feedback (yes/no field.)

Software as a service agreements

Does the ISDA Schedule contain a change in ownership provision?

Answers whether the ISDA Schedule contains a change in ownership provision (yes/no field.)

International Swaps and Derivatives Association agreements

Does the landlord have a right to relocate the tenant's premises?

Answers whether the lease contains a right in favor of the landlord to relocate all or a portion of the tenant's premises. This yes/no field is not intended to capture landlord rights to relocate tenant equipment, parking spaces or other ancillary space to which a tenant is entitled.

Leases from the United States and Canada

Does the lease contain a purchase option in favor of Tenant/Lessee?

Answers whether tenant/lessee has the option under a lease to purchase the leased premises or other leased property (yes/no field.)

(i) United States and Canadian commercial real estate leases, and (ii) United States equipment and other non-real estate leases (including some aircraft leases)

Does the lease contain a purchase ROFO/ROFR?

Answers whether tenant/lessee has a right of first offer or a right of first refusal under a lease to purchase the leased premises or other leased property (yes/no field.)

(i) United States and Canadian commercial real estate leases, and (ii) United States equipment and other non-real estate leases (including some aircraft leases)

Does the lease contain peppercorn rent or a rent free period?

Answers whether the lease contains peppercorn rent, or a rent free or de minimus rent period (yes/no field.)

Commercial and residential real estate leases governed by the laws of England and Wales

Does the lease give the landlord the right to gross up the tenant's operating expenses?

Answers whether the lease gives the landlord the right to gross up a tenant's operating expenses or property taxes in the event that the building is not completely occupied (yes/no field.)

U United States and Canadian leases

Does the lease name a guarantor of tenant's obligations?

Answers whether the lease names a guarantor of the tenant's obligations under the lease (yes/no field.)

United States and Canadian leases

Does the lease provide the tenant with a cure period for a monetary default?

Answers whether the lease grants the tenant with a cure period for a monetary default. This yes/no field is not intended to capture cure periods for monetary defaults by other parties.

Leases from the United States and Canada

Does the lease provide the tenant with a free rent period?

Answers whether the lease provides the tenant with a free rent period. This yes/no field captures free rent periods expressed as an affirmative right or credit and does not capture abatements that are only expressed within a rent table.

Leases from the United States and Canada

Does the lease require the tenant to obtain business interruption insurance?

Answers whether the lease requires the tenant to obtain business interruption, loss of income, or extra expense insurance (yes/no field.)

United States and Canadian leases

Does the lease require the tenant to take any restoration actions at the determination of the term?

Answers whether the tenant is obligated under the lease to take any actions to restore, redecorate or reinstate the premises at, or shortly prior to, the determination of the term (yes/no field.)

Commercial and residential real estate leases governed by the laws of England and Wales

Does the lease specify rent payable in the event of holdover?

Answers whether the lease specifies the amount of rent payable in the event the tenant holds over beyond the expiration of the term (yes/no field.)

United States and Canadian leases

Does the tenant have an obligation to pay percentage rent?

Answers whether the tenant has an obligation to pay percentage rent pursuant to the lease (yes/no field.)

United States and Canadian commercial leases

Does the tenant have an obligation to provide financial statements to the landlord?

Answers whether the tenant has an obligation under the lease to deliver the financial statements of the tenant (or the tenant's guarantor) to the landlord, including requirements to deliver such financial statements in connection with the exercise of options under the lease or the calculation of percentage rent (yes/no field.)

United States and Canadian leases

Does the tenant have the option to renew or extend the lease term?

Answers whether the tenant has an option to renew or extend the lease term (yes/no field.)

United States and Canadian commercial leases

Does this agreement contain a warranty?

Answers whether an agreement contains a warranty relating to the quality and/or performance of a particular product or service, including information about exclusions from such warranty as well as the supplier's or service provider's obligations in respect of the warranty. It generally does not capture any other warranties, including those relating to title, ownership of intellectual property, existence and capacity to contract (yes/no field.)

Primarily on service, supply, and intellectual property agreements

Does this contract contain an inflation adjustment?

Answers whether the price or other monetary amount under a contract is subject to a cost of living or inflation adjustment, including capturing the definition of any reference index used for the purposes of such adjustment (yes/no field.)

Primarily on service, supply, and intellectual property agreements

Does this contract contemplate payment of a non-refundable amount?

Answers whether a party is required to make a non-refundable payment or deposit under an agreement (yes/no field.)

Primarily on service, supply, and intellectual property agreements

Does this contract renew automatically?

Answers whether an agreement contains an automatic renewal provision (yes/no field.)

Primarily on service, supply, and intellectual property agreements

Does this document contain a sublease agreement?

Answers whether the document is, or whether it contains, a sublease agreement, sublease amendment or sublease consent. This yes/no field is not intended to capture "form" sublease documents (documents with blanks to be completed which have been attached as exhibits to a lease).

United States and Canadian leases

Drag Along Rights

Captures drag along rights (the right of a selling shareholder to require a minority shareholder to sell its shares).

Shareholders' agreements

Duration

Captures the length of the initial term of an agreement.

A variety of agreement types including service, supply, distribution, intellectual property, employment, purchase, and franchise agreements

Duration of Guaranteed Compensation/Benefits

Captures the period after closing during which the purchaser has committed to providing compensation and benefits to certain continuing target employees. It is recommended that this smart field be used in conjunction with Post-Closing Compensation/Benefits.

Arrangement agreements and merger agreements

Duties and Rights of Trustee—Bond Indenture

Captures the duties and rights of the indenture trustee.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Duty to Investigate/Monitor/Assist Upon Breach

Captures the obligation of a party to investigate, assist with or mitigate harm from any potential breaches of data security.

General commercial agreements like license and service agreements, in addition to Data protection addenda

Duty to Mitigate

Captures the requirement that a party must take steps to mitigate its losses upon becoming aware of the event causing such losses.

Share purchase agreements, asset purchase agreements and merger agreements

Early Payment Discount

Captures provisions with respect to discounts for early payments.

A variety of agreement types including service, intellectual property, supply and distribution agreements

"EBITDA" Definition

Captures various definitions related to the calculation of earnings before interest, tax and amortization.

Credit, facility and loan agreements

"EBITDA" Definition—Bond Indenture

Captures the definition of "EBITDA" (earnings before interest, taxes, depreciation and amortization) and similar terms.

High yield corporate debt security indentures governed by the laws of the United States and Canada

ECP Keepwell Provision

Captures the undertaking by eligible contract participant guarantors to fulfill the obligations of other guarantors, which would otherwise be excluded under the U.S. Commodity Exchange Act rules and similar rules.

Credit, facility and loan agreements

"EEA Financial Institution" Definition

Captures the definition of "EEA Financial Institution" for the purposes of the bail-in rules under the EU Bank Recovery and Resolution Directive (2014/59/EU).

Credit, facility and loan agreements

EEA Financial Institution Representation

Captures representations that a loan party/obligor is not an EEA Financial Institution for the purposes of the bail-in rules under the EU Bank Recovery and Resolution Directive (2014/59/EU).

Credit, facility and loan agreements

Effective Date

Captures definitions of effective date or commencement date.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Effective Date—Franchise Disclosure Document

Captures the effective date(s) of the franchise disclosure document.

Franchise disclosure documents

"Effective Time" Definition

Captures the definition of the effective time.

Purchase agreements

Effects of Termination

Captures the effects or consequences of terminating an agreement.

A variety of document types including supply, service, employment and distribution agreements

Efforts Standard Applicable to Closing Conditions

Captures the efforts standard (e.g. commercially reasonable efforts, best efforts, etc.) required in the covenant to satisfy the closing conditions of the agreement.

Arrangement agreements, purchase agreements and merger agreements

Efforts Standard Applicable to Obtaining Antitrust Approval

Captures the general efforts standard (e.g., commercially reasonable efforts, best efforts, etc.) required in the covenant to obtain antitrust approval for the transaction.

Share purchase agreements, asset purchase agreements and merger agreements

Efforts Standard Applicable to Obtaining Financing

Captures the efforts standard (e.g., commercially reasonable efforts, best efforts, etc.) required in the covenant to obtain financing and alternative financing for the transaction.

Share purchase agreements, asset purchase agreements and merger agreements

Elective Termination

Captures circumstances in which either or both parties may elect to terminate the agreement.

International Swaps and Derivatives Association agreements

Electronic Signature

Captures instances where electronically delivered signed documents are deemed original signatures. It also captures the permitting of electronic signatures.

A variety of agreement types including service, intellectual property, supply, and distribution agreements

Eligibility to Hold Posted Collateral and Custodians

Captures the conditions imposed on a secured party before it is entitled to hold, or to appoint a custodian to hold, collateral.

The Credit Support Annexes for International Swaps and Derivatives Association agreements, and applies only to those governed by New York law

"Eligible Accounts" Definition

Captures the definitions of "Eligible Accounts" or "Eligible Receivables" typically referenced in the borrowing base formula for asset based loans.

Credit and loan agreements

Eligible Assignees

Captures the types of parties to which a lender may assign a loan.

Credit, facility and loan agreements

Eligible Claim Threshold

Captures indemnification provisions that require that an individual loss, or a series of related losses, exceed a specified threshold before a claim can be made.

Share purchase agreements, asset purchase agreements and merger agreements

Eligible Collateral/Eligible Credit Support

Captures the types of collateral that are acceptable for the purposes of the Credit Support Annex.

The Credit Support Annexes for International Swaps and Derivatives Association agreements

Eligible Contract Participant Representation

Captures representations that a party is an "eligible contract participant" within the meaning of the U.S. Commodity Exchange Act.

International Swaps and Derivatives Association agreements

Eligible Currency

Captures the currencies (including the "Base Currency") in which cash collateral may be denominated.

The Credit Support Annexes for International Swaps and Derivatives Association agreements

"Eligible Equipment" Definition

Captures the definition of "Eligible Equipment" typically referenced in the borrowing base formula for asset based loans.

Credit and loan agreements

"Eligible Inventory" Definition

Captures the definition of "Eligible Inventory" typically referenced in the borrowing base formula for asset based loans.

Credit and loan agreements

"Eligible Real Estate" Definition

Captures the definition of "Eligible Real Estate" typically referenced in the borrowing base formula for asset based loans (and will also capture separately defined real estate eligibility requirements).

Credit and loan agreements

Email Contact at Filer

Captures the email contact at the filer of the Uniform Commercial Code financing statement. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Employee Benefits—Car

Captures an employee's entitlement to a car/gas allowance provided by an employer.

Executive employment agreements

Employee Benefits—Health/Dental/Retirement/Pension

Captures an employee's entitlement to health, dental, retirement and pension benefits. This smart field also captures an employee's entitlement to be covered by an employer's director and officer liability insurance.

Executive employment agreements

Employee Benefits—Vacation/Leave

Captures an employee's entitlement to vacation and leaves of absences.

Executive employment agreements

Employee Disability

Captures provisions relating to an employee's disability.

Executive employment agreements

Employee Duties

Captures provisions that outline an employee's duties and responsibilities in the course of his/her employment.

Executive employment agreements

Employee Equity Clawback

Captures the right of an employer to clawback equity previously granted to an employee.

Executive employment and option agreements

Employee Name

Captures the name of the employee.

Executive employment agreements

Employment and Labor Representation

Captures representations with respect to employment and labor matters.

Share purchase agreements, asset purchase agreements and merger agreements

"Encumbrance" Definition

Captures the definition of an encumbrance or lien.

Underwriting agreements and purchase agreements

End Date

Captures the end date (or events that trigger an end date contained in the term provision) of the initial term of an agreement.

A variety of agreement types including service, supply, distribution, intellectual property and employment agreements

End of Employment & Termination

Captures provisions detailing the effects that an option holder's end of employment will have on the vesting and exercisability of the stock option. These effects may include forfeiture, accelerated vesting and/or revised exercisability periods. For the purpose of this smart field, "end of employment" shall include formal termination (e.g. with or without cause) as well other forms of employment cessation (e.g. disability, death, retirement, etc.).

Option agreements

End of Life

Captures provisions that outline a party's obligations with respect to the end of life of a product/service.

A variety of agreement types including service, intellectual property, supply and distribution agreements

End of Term Obligations

Captures the obligations of a tenant at the end of the lease term, including (i) the yield up/reinstatement clause, (ii) reinstatement of alterations, additions and signs, and (iii) end of term repair obligations. It excludes end of term obligations relating to delivery of Construction, Design and Management files, land registry filings and health and safety files.

Commercial and residential real estate leases governed by the laws of England and Wales

Enforcement and Defense

Captures provisions relating to the enforcement and defense of intellectual property. It includes who has rights to defend and settle third party claims and the enforcement of intellectual property against third party infringement. It does not include references to defending claims in indemnification provisions, severability clauses, or representations and warranties regarding enforceability.

A variety of license agreements

Entire Agreement

Captures an acknowledgment by the parties to an agreement that it represents the complete and final agreement between them.

A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements

Environmental Indemnity—Lease

Captures express indemnities by a party relating to environmental issues. It is recommended that this smart field be used with the general "Indemnification" smart field.

United States and Canadian commercial leases

"Environmental Reports" Definition

Captures the definition of environmental reports as part of the transaction.

Share purchase agreements, asset purchase agreements and merger agreements

Environmental Representation

Captures representations with respect to environmental matters.

Share purchase agreements, asset purchase agreements and merger agreements

Environmental Representation—Credit Agreement

Captures representations of a borrower with respect to environmental matters.

Credit, facility and loan agreements

"Equipment" Definition

Captures the definitions of "Equipment" or "Fixtures".

Credit and loan agreements

"Equipment" Definition—Equipment Lease

Captures the definition of "Equipment", including common variations on such term (e.g., Leased Property, Assets, Aircraft, etc.). It is recommended that this smart field be used in conjunction with Description of Equipment—Equipment Lease.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Equity Clawback Redemption Provision—Bond Indenture

Captures the provision allowing the issuer to redeem a portion of the debt issued pursuant to corporate debt security indentures with the proceeds of an equity offer.

High yield corporate debt security indentures governed by the laws of the United States and Canada

Equity Cure Rights

Captures rights of a borrower to cure a breach of the financial covenants with an equity injection.

Credit and loan agreements

ERISA Representation

Captures representations with respect to a party's status under the Employee Retirement Income Security Act of 1974 ("ERISA") and the U.S. Internal Revenue Code of 1986 ("Code"), including that such party is (i) not an "employee benefit plan" or other type of plan for the purposes of ERISA or the Code, (ii) not acting on behalf of such a plan, and (iii) not holding assets that are "plan assets" for the purposes of ERISA.

International Swaps and Derivatives Association agreements

Escrow

Captures escrow provisions, pursuant to which funds are held by a third party in order to secure indemnification obligations.

Share purchase agreements, asset purchase agreements and merger agreements

Escrow Account

Captures the definition of the type of account that the escrow funds are to be held in.

Share purchase agreements, asset purchase agreements and merger agreements

"Escrow Agent" Definition

Captures the definition of the escrow agent.

Share purchase agreements, asset purchase agreements and merger agreements

"Escrow Agreement" Definition

Captures the definition of the escrow agreement.

Share purchase agreements, asset purchase agreements and merger agreements

Escrow Amount

Captures the amount that is deposited into escrow with respect to a transaction.

Share purchase agreements, asset purchase agreements and merger agreements

Estoppel Certificate Requirements

Captures the obligation of a tenant or landlord to provide an estoppel certificate.

Commercial leases

"European Union" Definition

Captures the definition of the European Union.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Events of Default

Captures modifications to the standard language as to what constitutes an event of default.

The Credit Support Annexes for International Swaps and Derivatives Association agreements

Events of Default—Bond Indenture

Captures the events of default when the issuer violates a provision of the indenture and does not cure such violation within the requisite time period.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Events of Default—Commitment Letter

Captures a borrower's events of default.

Commitment letters

Events of Default—Equipment Lease

Captures the events of default provision in a lease.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Events of Default—ISDA

Captures what events would cause a default under the International Swaps and Derivatives Association master agreement.

International Swaps and Derivatives Association agreements

Events of Default—Lease

Captures specified tenant "events of default" or other tenant defaults giving rise to a landlord's right to terminate the lease.

Leases from the United States and Canada

Events of Default (or Termination)—Commercial Agreements

Captures the events of default in commercial agreements, including certain events (primarily material breach and insolvency) giving rise to a right of termination.

Service, supply, distribution, and intellectual property agreements

Events of Dissolution—LPA/LLC

Captures the events causing the dissolution or termination of a limited partnership or limited liability company.

Limited partnership agreements and LLC operating agreements

Evidence of Loans

Captures the requirement of the lender to maintain records evidencing the indebtedness.

Credit, facility and loan agreements

"Excess Availability" Definition

Captures the definitions of "Excess Availability", "Availability" and similar concepts setting out the amount available to be borrowed under an asset based loan.

Credit and loan agreements

Excess Nonrecourse Liabilities

Captures provisions relating to the determination of a partner or member's share of excess nonrecourse liabilities.

Limited partnership agreements and LLC operating agreements

Exchange Rate/Exchange Rate Risk

Captures the exchange rate of foreign currencies and provisions relating to currency fluctuations.

A variety of agreement types including service, intellectual property, supply and distribution agreements

"Excluded Subsidiary" Definition

Captures the definition of "Excluded Subsidiary".

Credit, facility and loan agreements

"Excluded Swap Obligation" Definition

Captures the definition of "Excluded Swap Obligations" in the context of the Commodity Exchange Act rules and similar rules.

Credit, facility and loan agreements

"Excluded Taxes" Definition

Captures the definition of "Excluded Taxes".

Credit, facility and loan agreements

Exclusive Remedy

Captures limitations on the types of remedies a party can seek in the event of a breach of a purchase agreement.

Share purchase agreements, asset purchase agreements and merger agreements

Exclusivity

Captures grants of exclusive distribution rights, exclusive licenses and other exclusive rights. It also captures the obligation to purchase all of a party's requirements for a product or service from the other party and prohibitions against selling products or services to competitors.

A variety of agreement types including service, supply, distribution, franchise, and intellectual property agreements

Execution of Documents/Authority to Bind Corporation

Captures who in the corporation has authority to execute documents that create external obligations to third parties (indebtedness, contracts, etc.), as well as who has authority to affix the corporate seal to documents memorializing such external obligations. This smart field does not capture signing authority for internal corporate documents.

Articles and bylaws from the United States, Canada, and England and Wales

Exercise Price

Captures the price at which the stock option may be exercised. This will not capture total exercise price, only exercise price per share.

Option agreements

Existence, Permits and Authorization Covenant

Captures covenants of a borrower to maintain its existence, obtain and maintain any permits necessary to conduct its business and obtain any authorizations necessary for it to perform its obligations under the agreement.

Credit, facility and loan agreements

Existing Debt Representation

Captures representations that there is no existing debt or that any existing debt has been disclosed.

Credit, facility and loan agreements

Existing Debt/Refinancing Condition

Captures conditions of borrowing with respect to existing debt of the borrower.

Commitment letters

Expense Reimbursement

Captures expenses that are reimbursable by an employer (except for car-related expenses, which are captured under a separate smart field).

Executive employment agreements

Expiration Date—Lease

Captures the date on which a lease (or renewal term of a lease) expires.

Commercial leases

Expiration Date—Option Agreements

Captures the specific expiry date of a stock option, if defined, as well as the time period within which the stock option must be exercised before expiring. This smart field will not capture provisions covering early expiration as a result of termination, end of employment or other acceleration events (e.g. change of control).

Option agreements

Export Control

Captures a party's compliance with laws prohibiting or restricting the export of products.

A variety of agreement types including service, distribution, intellectual property and supply agreements

Exposure

Captures modifications to the standard definition of "Exposure".

The Credit Support Annexes for International Swaps and Derivatives Association agreements

Express Non-Reliance

Captures the parties' acknowledgment that the representations and warranties in the agreement are the only representations and warranties the parties relied on in entering into the agreement.

Share purchase agreements, asset purchase agreements and merger agreements

Facility Fee

Captures fees payable on a revolving commitment (whether used or unused).

Credit, facility and loan agreements

Fair Market Rent

Captures the definition of "Fair Market Rent" and similar terms in a lease, as well as the process by which a rental rate based upon fair market rent is calculated or disputed under the lease.

Leases from the United States and Canada

"FATCA" Definition

Captures the definition of "FATCA".

Credit, facility and loan agreements

Fees and Expenses—Equipment Lease

Captures fees and expenses under a lease that lessee (and, if applicable, lessor) has agreed to pay. It is recommended that this smart field be used together with the Reimbursement—Lease Accounting smart field.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Fiduciary Out

Captures a target board of directors' right to change its recommendation or otherwise take action in response to a superior proposal or an intervening event where failure to do so would be inconsistent with its fiduciary duties and/or applicable law.

Arrangement agreements and merger agreements

Fiduciary Termination Right

Captures a board of directors' right to terminate the contemplated transaction in response to a superior proposal or an intervening event where failure to do so would be inconsistent with its fiduciary duties and/or applicable law.

Share purchase agreements, asset purchase agreements and merger agreements

File Number

Captures the file number of the Uniform Commercial Code financing statement. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Financial Covenant—Fixed Charge Coverage Ratio

Captures fixed charge ratio financial covenants.

Credit, facility and loan agreements

Financial Covenant—Interest/Debt Service Coverage Ratio

Captures interest cover ratio and debt service ratio financial covenants.

Credit, facility and loan agreements

Financial Covenant—Leverage Ratio

Captures leverage ratio financial covenants for various forms of leverage ratios including (without limitation) debt to equity, debt to EBITDA, debt to total assets, and debt to capitalization.

Credit, facility and loan agreements

Financial Covenants

Captures the financial covenants of a borrower.

Commitment letters

Financial Covenants—Credit Agreement

Captures a borrower's financial covenants, including maintenance of leverage or coverage ratios.

Credit, facility and loan agreements

Financial Information Condition

Captures conditions of borrowing with respect to delivering financial information.

Commitment letters

Financial Reports—LPA/LLC

Captures the obligation of the general partner or manager to provide partners or members with periodic financial reports.

Limited partnership agreements and LLC operating agreements

Financial Statements and Information Reporting Covenant

Captures covenants of a borrower to deliver financial statements and other information to the lenders or agents.

Credit, facility and loan agreements

Financial Statements Covenant—Lease

Captures obligations of a tenant to deliver the tenant's financial statements to the landlord, including requirements to deliver financial statements in connection with the exercise of certain options under a lease or the calculation of percentage rent. It does not capture any right of a landlord to inspect books and records or detail the types of financial statements or accounting methods that a tenant must use, or capture representations about any financial statements.

United States and Canadian commercial leases

Financial Statements Representation

Captures representations with respect to a party's financial statements.

Share purchase agreements, asset purchase agreements and merger agreements

Financial Statements Representation—Credit Agreement

Captures representations that the financial statements of a borrower fairly present its financial condition and have been prepared in accordance with GAAP.

Credit, facility and loan agreements

Fiscal/Financial Year

Captures the establishment of a corporation's fiscal year-end, as well as language granting authority for a particular party to establish or alter the fiscal year-end.

Articles and bylaws from the United States, Canada, and England and Wales

Fiscal/Tax Year of Partnership/Company

Captures the fiscal year and, if applicable, tax year of a limited partnership or limited liability company.

Limited partnership agreements and LLC operating agreements

Force Majeure

Captures the consequences of a force majeure or extraordinary occurrence.

A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements

Force Majeure—Acts of Government

Captures actions and/or omissions of government that qualify as force majeure events.

Primarily on supply, service, and intellectual property agreements. It is recommended that this smart field be used together with the Force Majeure smart field.

Force Majeure—Bond Indenture

Captures the Force Majeure clause that provides the indenture trustee will not be responsible or liable for any failure or delay in the performance of its obligations caused by forces beyond its reasonable control.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Force Majeure—Catch-All Language

Captures catch-all language in force majeure provisions that broadens the scope of force majeure events beyond the specific events listed.

Primarily on supply, service, and intellectual property agreements. It is recommended that this smart field be used together with the Force Majeure smart field.

Force Majeure—Exceptions

Captures specific exceptions to force majeure events.

Primarily on supply, service, and intellectual property agreements. It is recommended that this smart field be used together with the Force Majeure smart field.

Force Majeure—Notification Requirements

Captures the notification requirements a party must follow when a force majeure event has occurred.

Primarily on supply, service, and intellectual property agreements. It is recommended that this smart field be used together with the Force Majeure smart field.

Force Majeure—Public Health Events

Captures qualifying public health events such as epidemic, quarantine, and other health emergencies.

Primarily on supply, service, and intellectual property agreements. It is recommended that this smart field be used together with the Force Majeure smart field.

Force Majeure (Lease)

Captures force majeure clauses and other provisions excusing performance of a covenant when performance is out of the control of the party to perform.

Leases from the United States and Canada

Foreign Corrupt Practices Act Compliance

Captures a party's compliance with the U.S. Foreign Corrupt Practices Act (FCPA).

A variety of agreement types including service and supply agreements

Forfeiture/Events of Default (England)

Captures the right of a landlord to forfeit a lease by re-entering the premises upon the occurrence of qualifying factors. It also captures the definitions of "Insolvency" and "Event of Insolvency".

Commercial and residential real estate leases governed by the laws of England and Wales

Formation of Partnership/Company

Captures information regarding the formation of a limited partnership or limited liability company.

Limited partnership agreements and LLC operating agreements

Forum Selection/Dispute Resolution (Articles & Bylaws)

Captures forum selection provisions and procedures for dispute resolution.

Articles and bylaws from the United States, Canada, and England and Wales

Franchise Location

Captures the location of the franchised establishment (if applicable).

Franchise agreements

Franchise Manual

Captures the definitions and other related provisions that pertain to the franchise operations manual, which governs the franchise unit performance, procedures and conduct.

Franchise agreements

Franchise Marketing Obligations

Captures provisions relating to requirements for marketing the franchised business.

Franchise agreements

"Franchise System" Definition

Captures the definition of the Franchise System and related language detailing what comprises the Franchise System.

Franchise agreements

Franchise Territory

Captures the territory in which the franchisee may operate the franchised business. It also captures the area in which the franchisee may locate the franchised business.

Franchise agreements

Franchise Training Requirements

Captures provisions relating to training requirements expected of both the franchisee and franchisor.

Franchise agreements

Franchised Business Definition

Captures the definition of the business that is covered under the franchise arrangement.

Franchise agreements

Franchisee Standard

Captures the standard that the franchisee must uphold with respect to the operation, development, and promotion of the franchise.

Franchise agreements

Freedom from Discrimination

Captures affirmative disclosures to consumers of their right to be free from discrimination for exercising their privacy rights, as required by the California Consumer Privacy Act ("CCPA").

Various privacy policies and notices both before and after enactment of the CCPA.

Full Disclosure/No Misleading Information Representation

Captures representations by a borrower that all factual information provided by it to the lenders or agents is true and complete in all material respects.

Credit, facility and loan agreements

Full Disclosure/No Misleading Statements Representation

Captures representations that a party has not made any untrue statements of material fact or omitted to state a material fact necessary in order to make statements made not misleading (in the agreement or in other disclosure documents and communications).

Share purchase agreements, asset purchase agreements and merger agreements

Fundamental Changes/Merger Covenant

Captures covenants of a borrower not to enter into any amalgamation, demerger, merger, consolidation or corporate reorganization.

Credit, facility and loan agreements

Further Assurances—Credit Agreement

Captures further assurances provisions within the credit agreement and any attachments thereto.

Credit, facility and loan agreements, but not on intercreditor agreements

Further Instruments and Acts Covenant—Bond Indenture

Captures the covenant of the issuer to execute and deliver such further instruments and perform such further acts as may be necessary to fulfill the purpose of the corporate debt security indenture.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

FX Haircut Percentage

Captures whether the parties have agreed to specify an FX haircut percentage.

2016 Credit Support Annexes for International Swaps and Derivatives Association agreements only

Garden Leave

Captures provisions relating to garden leave.

Executive employment agreements

"General Partner" Definition

Captures the definition of "General Partner". It does not however capture this defined term in the recitals (use the Parties smart field for that purpose).

Limited partnership agreements

"Good Reason" Definition

Captures the definition of "Good Reason" in employment agreements.

Executive employment and option agreements

Governing Law

Captures the law that governs an agreement.

A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements

Governing Law (Full Paragraph)

Captures the law that governs an agreement. It was trained to pick up the entire paragraph of the governing law provision.

A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements

Government/Third Party Authorization Representation

Captures representations that any external authorizations, approvals or consents from any governmental authority or other third party have been obtained or are otherwise not required in connection with the execution of the agreement.

Credit, facility and loan agreements

Grant Date

Captures the date on which the stock option shall be granted. This date is sometimes different than the effective date of the agreement.

Option agreements

Grant of Access to Protected Health Information

Captures the requirement for business associates to grant access to protected health information to covered entities and individuals, pursuant to the Health Insurance Portability and Accountability Act (HIPAA).

Business associate agreements

Gross Income Allocation

Captures the requirement that any partner or member who has a capital account deficit at the end of any partnership/company fiscal year be specially allocated items of gross income and gain to the extent of such deficit.

Limited partnership agreements and LLC operating agreements

Gross Up

Captures a landlord's ability to gross up a tenant's operating expenses in the event that the building is not completely occupied.

Commercial leases

Guarantor

Captures the name of the guarantor.

Commercial leases

"Guarantor" Definition—Bond Indenture

Captures the definition of "Guarantor" and similar terms.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Hardship

Captures provisions relating to unforeseen events that occur after the execution of the agreement that could result in an excessive burden being placed on one of the parties.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Holdover

Captures the consequences of a tenant continuing to occupy leased premises after the lease term expires.

Commercial leases

Illegality

Captures the notice requirements and consequences of it becoming unlawful for a lender to perform its obligations under the agreement.

Credit, facility and loan agreements

"Immaterial Subsidiary"/"Dormant Subsidiary" Definition

Captures the definitions of "Immaterial Subsidiary" or "Dormant Subsidiary".

Credit, facility and loan agreements

Implementation of Safeguards

Captures the business associate's obligation to implement safeguards, and comply with the Security Rule where applicable, to prevent the unauthorized use or disclosure of protected health information. It does not capture (i) general obligations to comply with the Health Insurance Portability and Accountability Act (HIPAA) or other applicable laws; (ii) specific information security requirements; (iii) inspection or audit rights; or (iv) provisions relating to the Red Flags Rule.

Business associate agreements

Inability to Determine Rates/Market Disruption

Captures the notice requirements and consequences in the event that the interest rate is not available or cannot be ascertained.

Credit, facility and loan agreements

Incorporation Number (Articles & Bylaws)

Captures the corporation number.

Articles and bylaws from the United States, Canada, and England and Wales

Increased Capital Requirements

Captures the notice requirements and consequences in the event that a lender determines that, as a result of a change in law, its rate of return on capital has been reduced.

Credit, facility and loan agreements

Increased Costs

Captures the obligation of a borrower to compensate a lender for any increase in costs as a result of a change in law.

Credit, facility and loan agreements

Incremental Facilities

Captures provisions with respect to incremental credit facilities.

Commitment letters

Indebtedness Covenant

Captures covenants of a borrower not to incur any indebtedness, and also captures the definition of "Permitted Indebtedness".

Credit, facility and loan agreements

"Indebtedness" Definition

Captures the definitions of "Indebtedness" or "Debt".

Credit, facility and loan agreements

"Indebtedness" Definition—Bond Indenture

Captures the definitions of "Indebtedness", "Debt", "Guaranteed Indebtedness", "Consolidated Indebtedness", "Consolidated Debt" and similar terms.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Indemnification—Bond Indenture

Captures indemnification provisions.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Indemnification and Expenses

Captures obligations of a borrower to indemnify the lenders, or pay their expenses.

Commitment letters

Indemnification Basket/Deductible

Captures indemnification provisions that require that aggregate damages exceed a specified threshold before a claim can be made and/or that specify a deductible to which claims are subject.

Share purchase agreements, asset purchase agreements and merger agreements

Indemnification Cap

Captures indemnification provisions that cap the amount of damages that can be claimed.

Share purchase agreements, asset purchase agreements and merger agreements

Indemnification Payment as Adjustment to Purchase Price

Captures the parties' acknowledgment that any indemnification payments made pursuant to the agreement will be treated as an adjustment to the purchase price set forth in the agreement.

Share purchase agreements, asset purchase agreements and merger agreements

"Indemnified Taxes"/"Other Taxes" Definition

Captures the definitions of "Indemnified Taxes", "Other Taxes", "Tax Payment" and "Stamp Taxes".

Credit, facility and loan agreements

Indemnity

Captures indemnification or hold harmless provisions.

A variety of agreement types including service, supply, distribution, intellectual property and employment agreements

Indemnity—Equipment Lease

Captures indemnity provisions (including tax indemnities) in a lease.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Indemnity (Articles & Bylaws)

Captures indemnification provisions.

Articles and bylaws from the United States, Canada, and England and Wales

Independent Amount

Captures whether a posting of an independent amount will be required (either a fixed sum or a percentage of the notional amount of the transactions).

The Credit Support Annexes for International Swaps and Derivatives Association agreements

Independent Contractors

Captures an acknowledgment by parties to an agreement that their relationship is that of independent contractors.

Supply agreements and distribution agreements

Independent Legal Advice

Captures an acknowledgment by an employee that he or she has had the opportunity to obtain independent legal advice.

Executive employment agreements

Inflation/Index Rent Adjustment—Lease Accounting

Captures adjustments to rent based on inflation or a change in a specified index and includes related definitions. It also captures adjustments to rent based on a fixed percentage that approximates inflation. It does not capture adjustments to expenses or other amounts under a lease based on inflation or a change in a specified index nor does it capture adjustments to rent based on changes in market rental values.

Commercial real estate leases and equipment leases

Information Rights

Captures a shareholder's right to access financial or other information about a company.

Shareholders' agreements

Initial Fee—Franchise

Captures provisions relating to the initial fee franchisees must pay to set up the initial franchise. It also includes one time fees payable, such as relocation fees or transfer fees.

Franchise agreements

Initial Term

Captures the initial term of an agreement, excluding any extensions or renewals.

A variety of agreement types including service, supply, distribution, intellectual property, employment, and franchise agreements

Injunctive Relief

Captures whether a party has the right to seek injunctive relief.

A variety of agreement types including service, intellectual property, supply, distribution, and non-disclosure agreements

Inspection of Internal Practices, Books and Records

Captures the business associate's obligation to make its internal practices, books and records relating to the use and disclosure of protected health information available to the Secretary of Health and Human Services.

Business associate agreements

Insurance

Captures a party's obligation to obtain insurance, but does not include insurance-related indemnity obligations.

A variety of agreement types including service, supply, distribution, intellectual property, employment, purchase and lease agreements

Insurance—Lease

Captures a party's obligations to provide insurance under a lease, the specifications for such insurance, and a party's rights to settle and hold insurance proceeds.

United States and Canadian leases

Insurance Agency Standard

Captures a party's obligation to obtain insurance from companies with a certain agency standard/rating.

A variety of agreement types including service, intellectual property, supply, and distribution agreements

Insurance Condition—Credit Agreement

Captures conditions of borrowing with respect to the delivery of evidence of required insurance.

Credit, facility and loan agreements

Insurance Covenant

Captures covenants of a borrower to maintain insurance.

Credit, facility and loan agreements

Insurance Obligations—"Insured Risks" Definition

Captures the definition of "Insured Risks" in leases.

Commercial and residential real estate leases governed by the laws of England and Wales

Insurance Obligations—"Uninsured Risks" Definition

Captures the definitions of "Uninsured Risks", "Uninsured Damage", "Policy Exclusions" and "Excluded Risks" in leases.

Commercial and residential real estate leases governed by the laws of England and Wales

Insurance Obligations—Equipment Leases

Captures lessee's (and, if applicable, lessor's) obligation to obtain insurance.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Insurance Obligations—Insurance Rent

Captures a tenant's obligation to pay insurance rent, any definition of "Insurance Rent" and its contents and any specified proportion of insurance rent. It also captures an obligation to pay for valuations and re-valuations related to insuring the premises, but excludes consequential payments under insurance.

Commercial and residential real estate leases governed by the laws of England and Wales

Insurance Obligations—Landlord's Obligations

Captures a landlord's insurance obligations under a lease, but excludes the obligation to produce evidence of insurance to a tenant and reinstatement obligations or limitations on a landlord's obligation to insure.

Commercial and residential real estate leases governed by the laws of England and Wales

Insurance Obligations—Reinstatement

Captures the primary obligation to reinstate the premises following damage or destruction of the premises by an insured or uninsured risk. Regarding uninsured risks, it includes the right of a landlord to either elect to reinstate or to determine the lease. This smart field excludes the obligation of a tenant to contribute or to lay out monies received where a tenant has vitiated insurance, increased the cost of insurance by any act or default or has effected insurance where it was prohibited from doing so.

Commercial and residential real estate leases governed by the laws of England and Wales

Insurance Obligations—Rent Cesser

Captures suspension of rent provisions as a result of damage or destruction of the premises by an insured or uninsured risk.

Commercial and residential real estate leases governed by the laws of England and Wales

Insurance Obligations—Tenant's Obligations

Captures a tenant's (i) negative insurance covenants (e.g. not to vitiate insurance, to effect insurance, or to adversely affect the landlord's insurance), (ii) obligation to comply with requirements and recommendations of an insurer, (iii) obligation to vacate the premises following an insurance event, (iv) obligation to contribute to reinstatement or make payment to a landlord in the event of vitiation of insurance and (v) obligation to make payment to a landlord where a tenant effects separate insurance, but excludes an obligation to insure plate glass and third-party insurance.

Commercial and residential real estate leases governed by the laws of England and Wales

Insurance Obligations—Termination on Damage and Destruction

Captures any automatic trigger or option of a landlord or tenant to determine the lease in the event of damage or destruction to the premises by an insured or uninsured risk.

Commercial and residential real estate leases governed by the laws of England and Wales

Insurance Representation

Captures representations with respect to a party's insurance coverage.

Share purchase agreements, asset purchase agreements and merger agreements

Intellectual Property Representation

Captures representations with respect to intellectual property matters.

Share purchase agreements, asset purchase agreements and merger agreements

Intellectual Property Representation—Credit Agreement

Captures representations that a loan party/obligor owns or has the right to use all of its intellectual property and has not infringed on the intellectual property rights of any other person.

Credit, facility and loan agreements

Interest and Penalties—Equipment Lease

Captures provisions addressing interest and penalties assessed against lessee for late payment, etc.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Interest Calculation—Credit Agreement

Captures the way in which interest on a loan will accrue and be calculated (e.g. on the basis of a 360 day year).

Credit, facility and loan agreements

Interest Calculation/Payment

Captures the way in which interest is calculated and timing of payment.

Commitment letters

Interest on Overdue Payments

Captures the interest rate or late fee applicable to overdue payments.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Interest Payment Dates

Captures the timing of interest payments on a loan (e.g. monthly, in arrears, on the first day of each month).

Credit, facility and loan agreements

"Interest Period" Definition

Captures the definition of "Interest Period".

Credit, facility and loan agreements, but not on intercreditor agreements

Interest Rate—Bond Indenture

Captures interest rates applicable to corporate debt security indentures.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Interest Rate—Credit Agreement

Captures provisions setting out the requirement to pay interest on a loan.

Credit, facility and loan agreements

Interest Rate—CSA

Captures the interest rate that will be paid by the transferee on the cash collateral received from the transferor.

The Credit Support Annexes for International Swaps and Derivatives Association agreements

Interest Rate Amendment

Captures the location of interest rate amendments within the amendments provision to assist in determining the required approvals to amend the interest rate.

Credit, facility and loan agreements, but not on intercreditor agreements

Interest Rate and Margin Terms

Captures interest rates and margins applicable to credit facilities.

Commitment letters

Interest Rate Floor—Credit Agreement

Captures the negotiated and agreed upon interest rate floor contained in floating rate loan products.

Credit, facility, and loan agreements

"Intervening Event" Definition

Captures the definition of "Intervening Event".

Arrangement agreements and merger agreements

Invention Assignment

Captures the assignment to an employer of inventions created by an employee during the course of employment.

Executive employment agreements

"Inventory" Definition

Captures the definition of inventory as part of the transaction.

Share purchase agreements, asset purchase agreements and merger agreements

"Inventory" Definition—Credit Agreement

Captures the definition of "Inventory" typically referenced in the borrowing base formula for asset based loans.

Credit and loan agreements

Inventory Representation

Captures representations with respect to the inventory of a business.

Share purchase agreements, asset purchase agreements and merger agreements

Investment Company Act Representation

Captures representations of a borrower that it is not an "investment company" within the meaning of the U.S. Investment Company Act of 1940.

Credit, facility and loan agreements

Investments and Acquisitions Covenant

Captures covenants of a borrower not to make investments or purchase other entities, and will also capture the definition of "Permitted Investments" or "Permitted Acquisitions".

Credit, facility and loan agreements

"Investments" Definition—Bond Indenture

Captures the definition of "Investments".

High yield corporate debt security indentures governed by the laws of the United States and Canada

Invoice Disputes

Captures provisions with respect to invoice disputes.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Invoice Frequency

Captures provisions with respect to the frequency at which invoices are to be delivered.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Invoice Requirements

Captures requirements for invoices, including format and any documents that must accompany an invoice.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Is LIBOR or Eurocurrency referenced in the agreement?

Answers whether "LIBOR", "Eurocurrency" or similar terms are referenced in the agreement.

Credit, facility and loan agreements

Is the "Affiliate" definition modified?

Answers whether there has been any modification of the language contained in the standard definition of "Affiliate" under the definitions section of the Master Agreement. Modifications include: specifying one or more affiliates, specifying that there are no affiliates for purposes of the agreement, or specifying that there are no affiliates.

International Swaps and Derivatives Association agreements

Is the credit event upon merger provision inapplicable to both parties?Answers whether the credit event upon merger provision is inapplicable to both parties. If the credit event upon merger provision does not apply to both parties, the answer will be "yes." If the credit event upon merger provision applies to both parties or does not apply to one party, the answer will be "no." International Swaps and Derivatives Association agreements

Is there a credit ratings downgrade provision?

Answers whether the ISDA schedule contains a credit ratings downgrade provision.

International Swaps and Derivatives Association agreements

Is there a right to publicize the relationship between the parties?

Answers whether parties can publicize their relationship, including issuing press releases or making public annoucements (and using each other's logos), with or without consent of the other party.

Primarily on service, supply, distribution, and intellectual property agreements

Is this an ARD loan?

Answers whether the loan has an anticipated repayment date.

United States credit, facility and loan agreements secured by real property.

Issuance Date—Franchise Disclosure Document

Captures the issuance date of the franchise disclosure document.

Franchise disclosure documents

Issuer Notice of Default—Bond Indenture

Captures the notice obligations of the issuer when there is an event of default.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Item 1—The Franchisor, and any Parent Predecessors and Affiliates

Captures Item 1—The Franchisor, and any Parent Predecessors, and Affiliates of the franchise disclosure document.

Franchise disclosure documents

Item 10—Financing

Captures Item 10—Financing of the franchise disclosure document.

Franchise disclosure documents

Item 11—Franchisor's Assistance, Advertising, Computer Systems and Training

Captures Item 11—Franchisor's Assistance, Advertising, Computer Systems and Training of the franchise disclosure document.

Franchise disclosure documents

Item 12—Territory

Captures Item 12—Territory of the franchise disclosure document.

Franchise disclosure documents

Item 13—Trademarks

Captures Item 13—Trademark of the franchise disclosure document.

Franchise disclosure documents

Item 14—Patents, Copyrights and Proprietary Information

Captures Item 14—Patents, Copyrights and Proprietary Information of the franchise business of the franchise disclosure document.

Franchise disclosure documents

Item 15—Obligation To Participate in the Actual Operation of the Franchise Business

Captures Item 15—Obligation to Participate in the Actual Operation of the Franchise Business of the franchise disclosure document.

Franchise disclosure documents

Item 16—Restrictions on What the Franchisee May Sell

Captures Item 16—Restrictions on What the Franchisee May Sell of the franchise disclosure document.

Franchise disclosure documents

Item 17—Renewal, Termination, Transfer, and Dispute Resolution

Captures Item 17—Renewal, Termination, Transfer, and Dispute Resolution of the franchise disclosure document.

Franchise disclosure documents

Item 18—Public Figures

Captures Item 18—Public Figures of the franchise disclosure document.

Franchise disclosure documents

Item 19—Financial Performance Representations

Captures Item 19—Financial Performance Representations of the franchise disclosure document.

Franchise disclosure documents

Item 2—Business Experience

Captures Item 2—Business Experience of the franchise disclosure document.

Franchise disclosure documents

Item 20—Outlets and Franchisee Information

Captures Item 20—Outlets and Franchisee Information of the franchise disclosure document.

Franchise disclosure documents

Item 21—Financial Statements

Captures Item 21—Financial Statements of the franchise disclosure document.

Franchise disclosure documents

Item 22—Contracts

Captures Item 22—Contracts of the franchise disclosure document.

Franchise disclosure documents

Item 23—Receipts

Captures Item 23—Receipts of the franchise disclosure document.

Franchise disclosure documents

Item 3—Litigation

Captures Item 3—Litigation of the franchise disclosure document.

Franchise disclosure documents

Item 4—Bankruptcy

Captures Item 4—Bankruptcy of the franchise disclosure document.

Franchise disclosure documents

Item 5—Initial Fees Paid to the Franchisor

Captures Item 5—Initial Fees Paid to the Franchisor of the franchise disclosure document.

Franchise disclosure documents

Item 6—Other Fees

Captures Item 6—Other Fees of the franchise disclosure document.

Franchise disclosure documents

Item 7—Estimated Initial Investment

Captures Item 7—Estimated Initial Investment of the franchise disclosure document.

Franchise disclosure documents

Item 8—Restrictions on Sources of Products and Services

Captures Item 8—Restrictions on Sources of Products and Services of the franchise disclosure document.

Franchise disclosure documents

Item 9—Franchisee's Obligations

Captures Item 9—Franchisee's Obligations of the franchise disclosure document.

Franchise disclosure documents

Jury Trial Waiver

Captures a party's agreement to waive its right to a jury trial.

Share purchase agreements, asset purchase agreements and merger agreements

Know Your Customer Condition—Credit Agreement

Captures conditions of borrowing with respect to the delivery of "know your customer" and anti-money laundering documentation.

Credit, facility and loan agreements

Know Your Customer/Patriot Act Condition

Captures conditions of borrowing with respect to delivering documentation pursuant to "know your customer" regulations and the U.S. Patriot Act.

Commitment letters

"Knowledge" Definition

Captures the definition of "Knowledge" in purchase agreements.

Share purchase agreements, asset purchase agreements and merger agreements

Labor and Employment Representation—Credit Agreement

Captures representations with respect to labor and employment matters.

Credit, facility and loan agreements

Landlord

Captures the name of a landlord.

Commercial and residential real estate leases governed by the laws of England and Wales

Landlord Consent for Lease Transfer

Captures the requirement that a tenant obtain the consent of the landlord to assign, sublet, mortgage, pledge, hypothecate, encumber or otherwise transfer a lease to a third party.

Commercial leases

Landlord Remedies Upon Events of Default—Lease

Captures the remedies available to a landlord in the event that a tenant defaults under a lease. This smart field primarily captures general remedies and is not intended to capture remedies for specific tenant breaches unless such specific tenant breach gives the landlord a right to terminate the lease.

Leases from the United States and Canada

Landlord's Default—Cure Periods

Captures the amount of time a landlord has to cure a default in its performance of its obligations under a lease.

Leases from the United States and Canada

Lapse Date

Captures the lapse date of the Uniform Commercial Code financing statement.

Standard UCC-1 forms

Late Payment and Grace Period

Captures the charge to a tenant in the event of late payment of base rent or any other sum payable under the lease, including any applicable grace period.

Commercial leases

Lease Grant—Equipment Lease

Captures lessor's agreement to grant a lease of the leased property to lessee.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Lease Term (England)

Captures the initial term of a lease.

Commercial and residential real estate leases governed by the laws of England and Wales

Lease Transfer Fees

Captures any fees, costs or expenses payable by the tenant to the landlord in the event of a transfer of the lease by the tenant.

Commercial leases

Leased Premises

Captures the description of leased premises, including the square footage.

Commercial leases

Leased/Demised Premises (England)

Captures the description or definition of the leased/demised premises.

Commercial and residential real estate leases governed by the laws of England and Wales

Legal Defeasance—Bond Indenture

Captures the legal defeasance requirements that, if satisfied, relieve the issuer's obligation to comply with any covenants, including payment obligations, contained in the indenture.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Legal Description

Captures metes and bounds legal descriptions.

Commercial leases

Legal Opinions Condition

Captures the closing condition that an opinion of legal counsel is required, and includes opinions to be delivered as part of closing deliverables.

Share purchase agreements, asset purchase agreements and merger agreements

Legally Ineligible Credit Support

Captures whether the parties have agreed that the standard "Legally Ineligible Credit Support (VM)" applies.

2016 Credit Support Annexes for International Swaps and Derivatives Association agreements only

Legislation

Captures the obligation of a tenant to comply with certain legislation and statutes.

Commercial and residential real estate leases governed by the laws of England and Wales

Lender's Assignment Rights and Required Consents

Captures the right of a lender to assign a loan and any consents required in connection with such assignment.

Credit, facility and loan agreements

Lessor's Right of Inspection—Equipment Lease

Captures lessor's right to inspect the leased property and lessee's records during the term of the lease.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Lessor's Right to Cure—Equipment Lease

Captures lessor's right to cure any defect in lessee's performance under the lease (and to seek compensation/reimbursement therefor).

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Letter of Credit Fees

Captures fees applicable to letters of credit.

Commitment letters

Letter of Credit Fees—Credit Agreement

Captures fees payable to a letter of credit issuer upon issuance.

Credit, facility and loan agreements

Leverage Ratio—Bond Indenture

Captures the leverage ratio covenants for various forms of leverage ratios.

High yield corporate debt security indentures governed by the laws of the United States and Canada

"Leverage Ratio"/"Adjusted Leverage" Definition

Captures the definitions of "Leverage Ratio", "Leverage", "Adjusted Leverage" and similar concepts related to the ratio of debt to earnings.

Credit, facility and loan agreements

Liability Cap

Captures caps on the amount of a landlord's or guarantor's liability with respect to a lease.

Leases from the United States and Canada

Liability for Taxes

Captures provisions relating to a party's liability to pay taxes under an agreement, including the obligation to gross-up or otherwise indemnify the other party for any withholding or deduction for taxes from a payment made under the agreement. It does not capture provisions relating to tax contests. It also generally does not capture tax-related definitions.

Primarily on service, supply, distribution and intellectual property agreements

Liability for Taxes—Lease Accounting

Captures provisions relating to a party's liability to pay taxes under a lease. It does not capture references to taxes as a listed component of "Operating Expenses" (or any similar defined term) nor does it capture provisions relating to tax contests. It also generally does not capture tax-related definitions.

Commercial real estate leases and equipment leases

Liability on Termination

Captures provisions relating to a party's liability resulting from the termination of an agreement (including a partial termination), including the requirement to pay termination fees and/or damages. It also generally captures provisions relating to a party's liability resulting from the cancellation of any obligation under the agreement, including the requirement to pay a cancellation fee. It does not capture provisions relating to a party's agreement to continue performance under an agreement after termination, including the provision of termination or transition services.

Primarily on service, supply, distribution and intellectual property agreements

Liability on Termination—Lease Accounting

Captures provisions relating to a party's liability resulting from the termination of a lease, including termination fees, consequences of holding over, refunds of deposits or pre-paid amounts, and responsibility for removing property and effecting repairs. In the case of equipment leases, it also generally captures provisions relating to a party's liability resulting from an event of loss with respect to a leased asset. It does not capture general indemnity provisions.

Commercial real estate leases and equipment leases

"LIBOR" Definition—Bond Indenture

Captures the definition of "LIBOR" and all similar or related definitions.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

LIBOR Fallback Mechanism—Credit AgreementCaptures the process by which a fallback benchmark rate is to be determined following a permanent transition away from LIBOR.Credit, facility and loan agreements that were dated on or after July 2017.

LIBOR Initial Determination—Bond Indenture

Captures the process for the initial determination of "LIBOR".

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

"LIBOR" or "Eurocurrency" Definition

Captures the definitions of "LIBOR", "Eurocurrency" and all similar or related definitions including "Screen Rate" and "Interpolated Rate".

Credit, facility and loan agreements

License Grant

Captures the scope of the rights that a licensor grants to a licensee.

A variety of agreement types including service, supply, distribution, intellectual property, and franchise agreements

Lien/Negative Pledge Covenant—Bond Indenture

Captures the covenant restricting the issuer's ability to incur additional liens, subject to carve-outs for specified permitted liens. This smart field also captures the definitions of "Liens", "Permitted Liens" and similar definitions.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

"Lien"/"Permitted Liens" Definition—Bond Indenture

Captures the definitions of "Liens", "Permitted Liens" and similar terms.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Liens Covenant/Negative Pledge

Captures covenants of a borrower not to permit any liens on its assets, and will also capture the definition of "Permitted Liens" or "Permitted Encumbrances".

Credit, facility and loan agreements

Life Insurance—Employment

Captures the right or obligation of an employer to provide life insurance to an employee.

Executive employment agreements

Limitation for Punitive, Consequential or Incidental Damages

Captures the exclusion from damages of punitive, consequential and/or incidental losses, as well as exemplary, special or similar losses.

Share purchase agreements, asset purchase agreements and merger agreements

Limitation of Liability

Captures provisions that limit a party's liability under the agreement.

A variety agreement types including service, supply, distribution, intellectual property, employment and purchase agreements

Limitation of Liability—Financial Cap

Captures provisions relating to capping the amount of financial liability that a party would be responsible for.

General commercial agreements like license and service agreements, in addition to data protection addenda

Limitation of Liability—Limited Partner/Member

Captures provisions describing the extent to which a limited partner or member's liability with respect to the partnership or company is limited.

Limited partnership agreements and LLC operating agreements

Limitation of Liability—Loss of Data

Captures provisions relating to the limitation of liability for loss of data.

General commercial agreements like license and service agreements, in addition to data protection addenda

Limitation on Additional Debt Covenant—Bond Indenture

Captures the covenant limiting the issuer's ability to incur additional debt. Additionally, this smart captures the situations when the issuer may issue permitted debt or issue debt within compliance with certain financial ratios. This smart field also captures the definition of "Permitted Indebtedness", "EBITDA", "Consolidated Interest Expense", definitions related to coverage or leverage ratios, and similar definitions.

High yield corporate debt security indentures governed by the laws of the United States and Canada

Limitation on Designation of Early Termination Date

Captures the limitation that, if there is an event of default, a potential event of default or a termination event, the non-defaulting party must designate an early termination date within a certain period of time after receiving notice of such event; otherwise, it forfeits its right to terminate based on such event. It also captures the qualification that the condition precedent that no event of default or potential event of default has occurred and is continuing is subject to the foregoing limitation (i.e., this condition precedent will cease to be applicable where the non-defaulting party has failed to respond to such event within a certain period).

International Swaps and Derivatives Association agreements

Limitation on Dividend Stopper Covenant—Bond Indenture

Captures the issuer's covenant to prohibit subsidiaries from entering arrangements that would prevent the subsidiaries from issuing dividends and other payments up to the issuer.

High yield corporate debt security indentures governed by the laws of the United States and Canada

Limitation on Loss Allocation—LPA/LLC

Captures provisions limiting the allocation of losses to a partner or member to the extent that such allocation would result in a capital account deficit.

Limited partnership agreements and LLC operating agreements

Limitation on Suits—Bond Indenture

Captures limitations as to the ability of a holder of corporate debt securities to pursue a remedy under the indenture.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Limitations on LP/Member Authority—LPA/LLC

Captures the requirement that limited partners of a limited partnership or members of a limited liability company not participate in the management of the partnership or company.

Limited partnership agreements and LLC operating agreements

Limitations on Requests to Use or Disclose

Captures limitations on the covered entity's right to request that the business associate use or disclose protected health information in a manner that would not be permitted if done by the covered entity.

Business associate agreements

"Limited Partner" Definition

Captures the definition of "Limited Partner". It does not however capture this defined term in the recitals (use the Parties smart field for that purpose).

Limited partnership agreements

Liquidated Damages

Captures a party's entitlement to liquidated damages on the occurrence of specified events.

A variety of agreement types including service, supply, distribution and intellectual property agreements

Liquidation Preferences (Articles & Bylaws)

Captures the ranking and rights of securities upon a liquidation and winding up of the company.

Articles and bylaws from the United States, Canada, and England and Wales

Litigation Representation

Captures representations with respect to pending or threatened litigation proceedings against a party (also referred to as "Proceedings").

Share purchase agreements, asset purchase agreements and merger agreements

Litigation Representation—Credit Agreement

Captures only the general litigation representation that there are no adverse claims, actions or other proceedings pending or threatened against a loan party/obligor and not specific references to litigation or other proceedings (e.g. environmental claims, tax proceedings, etc.) contained in other representations.

Credit, facility and loan agreements

"Loan Documents" Definition

Captures the definitions of "Loan Documents" and "Finance Documents".

Credit, facility and loan agreements

Location of Equipment—Equipment Lease

Captures the location in which the leased property will be kept during the term of the lease, including any restriction on changing such location.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Lock-Up/Market Stand-Off

Captures provisions that prohibit the option holder from selling or otherwise transferring any shares during a specified period following the exercise of the stock option. This type of provision is often called "Lock-up" or "Market Stand-Off".

Option agreements

"Losses"/"Damages" Definition

Captures the definition of "Losses" or "Damages" used in an indemnity provision of a purchase agreement (and will also capture references to costs, claims, liabilities and other losses in indemnity provisions that are not part of a defined term).

Share purchase agreements, asset purchase agreements and merger agreements

Maintenance and Preservation of Assets Covenant

Captures covenants of a borrower to maintain and preserve all property and assets necessary to conduct its business.

Credit, facility and loan agreements

Maintenance of Office or Agency Covenant—Bond Indenture

Captures the covenant requiring the issuer to maintain an office or agency for resolving matters, e.g., presentation and surrender for payment, involving corporate debt securities.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Maintenance of Property and Insurance Covenant—Bond Indenture

Captures the covenant requiring the issuer to maintain the material property used in its business and to maintain appropriate levels and types of insurance on its business.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Maintenance of Ratings Affirmative Covenant

Captures covenants of a borrower to maintain its credit rating.

Credit and loan agreements

Maintenance of Records

Captures the obligation of a party to maintain books and/or records. This broad smart field captures different types of record and bookkeeping, from minute books to records of data processing activities. It does not capture the representation that books have been maintained, nor does it deal with access or retention of books and/or records.

Commercial agreements like service, license and distribution agreements as well as data protection addenda

Majority Class Approval

Captures waivers, amendments and other actions requiring the consent of a majority of lenders in the class affected thereby.

Credit, facility and loan agreements

Make Whole Provision—Bond Indenture

Captures the make whole provision allowing the issuer to call the debt securities prior to maturity in return for a payment to the debt holders to compensate for potential lost interest. This smart field also captures the definition of "Applicable Premium" and similar terms.

High yield corporate debt security indentures governed by the laws of the United States and Canada

Mandatory Prepayments

Captures events that trigger mandatory prepayments of loans.

Commitment letters

Mandatory Prepayments—Credit Agreement

Captures the events pursuant to which a borrower will be required to prepay its loan.

Credit, facility and loan agreements

Manner of Exercise

Captures how the option holder may exercise his/her stock options. This often includes delivery of a notice of exercise in a prescribed manner along with payment of the exercise price. The particular methods of payment available to the option holder can be found using the "Method of Payment—Option Agreements" smart field.

Option agreements

Margin Regulations Representation

Captures representations of a borrower that it is not in the business of holding "margin stock" as defined in Regulation U of the U.S. Board of Governors Federal Reserve System.

Credit and loan agreements

Market Quotation

Captures the definition of "Market Quotation".

International Swaps and Derivatives Association agreements

Marketing Period Closing Condition

Captures the requirement that the closing occur after the marketing period has ended (or during the marketing period if acquirer so chooses). It is recommended that this smart field be used together with the "Marketing Period" Definition smart field.

Share purchase agreements, asset purchase agreements, arrangement agreements, and merger agreements

"Marketing Period" Definition

Captures the definition of "Marketing Period". It is recommended that this smart field be used together with the Marketing Period Closing Condition smart field.

Share purchase agreements, asset purchase agreements, arrangement agreements, and merger agreements

Marketing/Syndication Period

Captures marketing or syndication periods applicable to credit facilities, and any marketing/syndication period conditions of borrowing.

Commitment letters

Material Adverse Change (Broad)

Captures provisions relating to situations in which there is a material adverse change to one or both of the parties that is not contemplated when the agreement is executed.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Material Adverse Change Representation—Credit Agreement

Captures representations of a borrower that there has been no material adverse change in its business or financial condition since the date of specified financial statements.

Credit, facility and loan agreements

"Material Adverse Effect" Definition

Captures the definition of "Material Adverse Effect" in a purchase agreement.

Share purchase agreements, asset purchase agreements and merger agreements

"Material Adverse Effect" Definition—Credit Agreement

Captures the definitions of "Material Adverse Change" or "Material Adverse Effect".

Credit, facility and loan agreements

"Material Adverse Effect" Definition—Exceptions

Captures all events that are excluded from the definition of "Material Adverse Effect" in a purchase agreement.

Share purchase agreements, asset purchase agreements and merger agreements

"Material Adverse Effect" Definition—Exceptions—Acts of War

Captures exceptions for acts of war, major hostilities and terrorism within the definition of "Material Adverse Effect" in a purchase agreement.

Share purchase agreements, asset purchase agreements and merger agreements

"Material Adverse Effect" Definition—Exceptions—Announcement of Transaction

Captures exceptions for adverse effects that arise from the announcement or public disclosure of the transaction within the definition of "Material Adverse Effect" in a purchase agreement.

Share purchase agreements, asset purchase agreements and merger agreements

"Material Adverse Effect" Definition—Exceptions—Changes in GAAP

Captures exceptions for changes in Generally Accepted Accounting Principles (GAAP) or other accounting standards within the definition of "Material Adverse Effect" in a purchase agreement.

Share purchase agreements, asset purchase agreements and merger agreements

"Material Adverse Effect" Definition—Exceptions—Changes in Law

Captures exceptions for changes in law within the definition of "Material Adverse Effect" in a purchase agreement.

Share purchase agreements, asset purchase agreements and merger agreements

"Material Adverse Effect" Definition—Exceptions—Changes in Political Conditions

Captures exceptions for changes in political conditions within the definition of "Material Adverse Effect" in a purchase agreement.

Share purchase agreements, asset purchase agreements and merger agreements

"Material Adverse Effect" Definition—Exceptions—Consummation of the Transaction

Captures exceptions for adverse effects that arise from the consummation of the transaction within the definition of "Material Adverse Effect" in a purchase agreement.

Share purchase agreements, asset purchase agreements and merger agreements

"Material Adverse Effect" Definition—Exceptions—Disproportionate Impact

Captures exceptions for events that have a disproportionate impact on a party, relative to others within its industry, within the definition of "Material Adverse Effect" in a purchase agreement.

Share purchase agreements, asset purchase agreements and merger agreements

"Material Adverse Effect" Definition—Exceptions—Economic Conditions

Captures exceptions for changes in general economic conditions, securities markets, exchange rates or interest rates within the definition of "Material Adverse Effect" in a purchase agreement.

Share purchase agreements, asset purchase agreements and merger agreements

"Material Adverse Effect" Definition—Exceptions—Failure to Meet Projections

Captures exceptions for adverse effects that arise from the failure of the target company to meet projections, forecasts or estimates within the definition of "Material Adverse Effect" in a purchase agreement.

Share purchase agreements, asset purchase agreements and merger agreements

"Material Contract" Definition

Captures the definition of the material or major contracts.

Underwriting agreements and purchase agreements

"Material Subsidiary" Definition

Captures the definition of "Material Subsidiary".

Credit, facility and loan agreements

Materiality Qualifier

Captures the level of accuracy required in the "bring-down" of a party's representations and warranties (e.g., accurate in all respects, accurate in all material respects, accurate in all respects except for inaccuracies which do not constitute and could not reasonably be expected to have a Material Adverse Effect).

Share purchase agreements, asset purchase agreements and merger agreements

Materiality Scrape

Captures provisions that disregard all qualifications of materiality contained in representations and warranties.

Share purchase agreements, asset purchase agreements and merger agreements

Maturity

Captures a credit facility's maturity date.

Commitment letters

Maturity Date—Bond Indenture

Captures the maturity dates applicable to corporate debt security indentures.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Maturity Date—Incremental Facility

Captures the maturity date restrictions for incremental facilities / increases in commitment. This smart field has not been trained to capture similar provisions regarding refinance / replacement facilities, incremental notes, or incremental equivalent debt. It is recommended that this smart field be used together with the other Incremental Facility smart fields.

Credit, facility, and loan agreements

"Maturity Date"/"Termination Date" Definition

Captures the definitions of "Maturity Date" and "Termination Date".

Credit, facility and loan agreements

Maximum Amount / Free and Clear—Incremental Facility

Captures the maximum amount allowed (i.e. free and clear) for incremental facilities / increases in commitment. This smart field has not been trained to capture similar provisions regarding refinance / replacement facilities, incremental notes, or incremental equivalent debt. It is recommended that this smart field be used together with the other Incremental Facility smart fields.

Credit, facility, and loan agreements

"Me Too" Representation and Warranty

Captures representations with respect to pending or past harassment allegations against an executive of the corporation, which has been included in recent M&A transaction agreements as a result of the "me too" movement.

Share purchase agreements, asset purchase agreements, and merger agreements

Mechanic's Lien

Captures the tenant's obligation to keep the land and leased premises free of liens, including liens of parties who supply materials or make improvements to the leased premises on behalf of the tenant. This smart field also captures requirements to promptly pay such parties.

Leases from the United States and Canada

Merger Covenant—Bond Indenture

Captures the covenant restricting the issuer and any guarantors from merging, consolidating or selling substantially all of its assets, unless certain conditions provided for in the indenture are satisfied.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Method of Payment—Option Agreements

Captures the methods by which the option holder may pay the exercise price when electing to exercise the stock option. This often includes traditional methods such as cash, cheque and wire transfer, as well as alternative methods such as cashless exercise, net exercise, and others.

Option agreements

Minimum Amount—Incremental Facility

Captures the minimum amount allowed for incremental facilities / increases in commitment. This smart field has not been trained to capture similar provisions regarding refinance / replacement facilities, incremental notes, or incremental equivalent debt. It is recommended that this smart field be used together with the other Incremental Facility smart fields.

Credit, facility, and loan agreements

Minimum Gain Chargeback

Captures the requirement that items of income or gain be specially allocated to partners/members who received (i) the benefit of nonrecourse deductions or (ii) distributions attributable to nonrecourse debt, if there is a decrease in partnership minimum gain during the relevant period.

Limited partnership agreements and LLC operating agreements

Minimum Necessary Standard

Captures provisions relating to each party's obligation to limit the use and/or disclosure of protected health information to the minimum amount necessary. It does not capture detailed lists of exceptions to the minimum necessary requirement.

Business associate agreements

Minimum Purchase Amounts

Captures the minimum amounts (dollar value and/or units) that must be purchased by a buyer or provided by a supplier, as well as consequences for failure to meet such requirements.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Minimum Transfer Amount

Captures the minimum amount of collateral that is to be transferred at any given time to prevent costly transfers of low amounts of collateral.

The Credit Support Annexes for International Swaps and Derivatives Association agreements

Mitigation

Captures the business associate's obligation to mitigate the harmful effects of any unauthorized use or disclosure of protected health information. It does not capture provisions relating to the Red Flags Rule.

Business associate agreements

Model Articles—England & Wales

Captures general language declaring the extent to which model articles are incorporated or excluded by the articles of association. This smart field does not capture language which specifies changes to the articles of association.

Articles of association from England and Wales.

Money Held in Trust—Bond Indenture

Captures the provision specifying that the indenture trustee is not liable for interest on money held in trust and that such money need not be segregated unless required by law.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Most Favored Nation

Captures the requirement that a party must receive rights and benefits that are equal to or more favorable than the rights and benefits received by any third parties (also referred to as "Most Favored Customer" or "MFN").

A variety of document types including customer, distribution, credit, purchase and service agreements

Multibranch Clause

Captures whether or not the parties to an agreement are "Multibranch" parties.

International Swaps and Derivatives Association agreements

Name and Contact at Filer

Captures the name and contact at the filer of the Uniform Commercial Code financing statement. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Name of Partnership/Company

Captures information regarding the name of a limited partnership or limited liability company.

Limited partnership agreements and LLC operating agreements

Negative Covenants

Captures the negative covenants of a borrower.

Commitment letters

Net Lease

Captures the agreement by a tenant that a lease is a net lease and that the tenant is responsible for operating costs, taxes and other expenses.

Commercial leases

Net Lease/Obligations Unconditional—Equipment Lease

Captures language stating that a lease is a net lease and that lessee's obligations under the lease are unconditional.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

"Net Orderly Liquidation Value" Definition

Captures the definitions of "Net Orderly Liquidation Value" or "Appraised Value" typically referenced in the borrowing base formula for asset based loans.

Credit and loan agreements

"Net Sales" Definition

Captures the definition of "Net Sales" in a commercial agreement. Where applicable, it will also generally capture provisions that modify the definition of "Net Sales" for the purposes of such agreement.

Primarily on intellectual property agreements. It was also trained on service, supply and distribution agreements

Netting of Payments

Captures whether the multiple transaction payment netting provision applies.

International Swaps and Derivatives Association agreements

New Lease (Lender Right)

Captures the right of a lender to obtain a new lease from a landlord following the termination of the lease between the landlord and tenant or rejection of the lease in bankruptcy.

Ground Leases from the United States and Canada

No Burdensome Restriction Representation

Captures representations of a borrower that it is not a party to any agreement that has or is reasonably likely to have a material adverse effect.

Credit and loan agreements

No Default Representation

Captures representations that no existing or foreseeable default or event of default has occurred or is occurring, including with respect to any material agreements.

Credit, facility and loan agreements

No Legal Obligation, Representation or Warranty

Captures the acknowledgement that the non-disclosure agreement does not create any legal obligation, representation or warranty with respect to the associated transaction.

Non-disclosure agreements

No Legal Proceedings Challenging Transaction Condition

Captures the closing condition that no governmental authority has issued any order, taken any action or enacted any law that restrains, makes illegal or otherwise prohibits the consummation of the transaction contemplated by the agreement. It will also capture the condition that there are no actions or proceedings by third parties seeking to restrain closing of the transaction.

Share purchase agreements, asset purchase agreements and merger agreements

No Material Adverse Change Condition

Captures conditions of borrowing with respect to material adverse changes or effects (and will also capture the requirement to include a no material adverse change representation in the credit agreement).

Commitment letters

No Material Adverse Effect Condition

Captures the closing condition that no material adverse effect or change has occurred since the signing of the agreement and that no event has occurred that has had or would reasonably be expected to result in a material adverse effect or change since the signing of the agreement.

Share purchase agreements, asset purchase agreements and merger agreements

No Undisclosed Liabilities Representation

Captures representations that there are no undisclosed liabilities of a business.

Share purchase agreements, asset purchase agreements and merger agreements

Non-Cancellable Lease—Equipment Lease

Captures provisions stating that lessee may not cancel or terminate a lease during the term, including any waiver by lessee of its right to cancel or terminate the lease.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Non-Compete

Captures restrictions on a party's ability to compete with another party.

A variety of agreement types including service, supply, distribution, intellectual property, employment, purchase, franchise, and option agreements

Non-Disparagement

Captures the agreement by an employee that he or she will not make negative remarks about his or her employer.

Executive employment agreements

Non-Disturbance/Quiet Enjoyment

Captures the right of a tenant to peacefully occupy leased premises (including after the sale or foreclosure of the property) and to have quiet enjoyment of the leased premises.

Commercial leases

Nonrecourse Deductions

Captures the manner in which deductions attributable to partnership/company property financed with nonrecourse debt will be allocated among the partners/members.

Limited partnership agreements and LLC operating agreements

Non-Refundable Amounts

Captures provisions relating to any payment, deposit or other amount that is non-refundable under the terms of an agreement.

Primarily on service, supply, distribution and intellectual property agreements

Non-Solicit

Captures restrictive covenants not to solicit (typically customers or employees).

A variety of agreement types including service, supply, distribution, intellectual property, employment, purchase and shareholders' agreements

No-Shop

Captures provisions prohibiting the facilitation or solicitation of competing offers to acquire the target business.

Share purchase agreements, asset purchase agreements and merger agreements

No-Shop—Prohibition/Strict Liability

Captures provisions ascribing strict liability to target should any of its subsidiaries, employees, representatives, etc. breach the no-shop provision. It also captures prohibited actions under the no shop provision, as well as the definition of "Representatives".

Arrangement agreements and merger agreements

Notice

Captures notice provisions in an agreement (including notice address, if listed).

A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements

Notice (England)

Captures notice provisions in leases.

Commercial and residential real estate leases governed by the laws of England and Wales

Notice Address—Party A

Captures the notice address of Party A.

International Swaps and Derivatives Association agreements

Notice Address—Party B

Captures the notice address of Party B.

International Swaps and Derivatives Association agreements

Notice Addresses—ISDA

Captures the parties' respective addresses for delivery of any notices.

International Swaps and Derivatives Association agreements

Notice by Issuer of Default—Bond Indenture

Captures the covenant of the issuer to provide timely notice of default under the indenture, and information related to the default to the trustee.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Notice for Termination Without Cause or Good Reason

Captures the requirement of an employer to provide notice of termination without cause, or an employee to provide notice of termination without good reason.

Executive employment agreements

Notice of Acquisition Proposal/Recommendation Change

Captures a target board's obligation to notify the purchaser of the receipt of any competing offer, the occurrence of any intervening event, or its decision to change its recommendation in response to either of the foregoing.

Arrangement agreements and merger agreements

Notice of Breaches Covenant

Captures covenants of a party to give notice to another party in the event that it has breached the representations, warranties or covenants under the agreement, or becomes aware that a condition of closing cannot be satisfied.

Share purchase agreements, asset purchase agreements and merger agreements

Notice of Material Events Covenant

Captures covenants of a borrower to notify a lender or agent of the occurrence of any material events including litigation proceedings, environmental claims or changes to its business that are likely to have a material adverse effect, or its default under the agreement.

Credit, facility and loan agreements

Notice of Privacy Practices

Captures provisions relating to the covered entity's obligation to notify the business associate of limitations in, or changes to, the covered entity's notice of privacy practices.

Business associate agreements

Notice of Redemption—Bond Indenture

Captures the notice requirements by the issuer to the holders of corporate debt securities regarding redemption of the securities.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Notice Period—Extension Option

Captures notice period requirements for maturity date extension options. It is recommended that this smart field be used together with the other Extension Option smart fields.

Credit, facility, and loan agreements

Notice Period Requirements—Incremental Facility

Captures the notice period requirements for incremental facilities / increases in commitment. This smart field has not been trained to capture similar provisions regarding refinance / replacement facilities, incremental notes, or incremental equivalent debt. It is recommended that this smart field be used together with the other Incremental Facility smart fields.

Credit, facility, and loan agreements

Notice to Holders—Bond Indenture

Captures how communication and notice to holders shall be delivered.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Notices to Trustee—Bond Indenture

Captures how notices are to be made by the issuer to the trustee of corporate debt securities regarding redemption of the securities. It is recommended that this smart field be used in conjunction with the Notice of Redemption—Bond Indenture and the Notice smart fields.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Notification Time

Captures the time by which certain notifications are to be made, such as the calculations required on a valuation date or a demain for a transfer of collateral.

The Credit Support Annexes for International Swaps and Derivatives Association agreements

Notification Upon Data Breach

Captures the obligation of a party to notify the other party upon a data breach. For data protection addenda, this smart field also captures notification obligations in the event of a court order or other action seeking access to data.

Primarily on service, supply, distribution, intellectual property agreements and data protection addenda

Number of Directors

Captures the minimum and maximum number of directors permitted by the articles and bylaws, and whether this number may be changed. This smart field does not capture directors' classes or the election/removal of directors.

Articles and bylaws from the United States, Canada, and England and Wales

Number of Option Shares

Captures the number of shares that the option holder will have the right to purchase. This smart field does not capture the total number of shares available for grant pursuant to the option plan, only the specific number of shares granted to the option holder.

Option agreements

Obligations

Captures any obligations under other agreements that are to be secured by the subject collateral.

The Credit Support Annexes for International Swaps and Derivatives Association agreements, and applies only to those governed by New York law

Obligations to Follow System Requirements

Captures the franchisee's operational obligations to manage the franchise in accordance with the franchise system requirements. This includes obligations related to day-to-day operations, products and services, repairs and maintenance, staffing and management, the franchise manual, computer systems, internet usage, and others. This smart field does not capture obligations related to franchise development and construction, marketing, intellectual property and use of marks, compliance with laws, permit and licensing, fees, audit and inspections, financial reporting and taxes, or insurance. For those obligations, it is recommended that you use existing smart fields covering those specific obligations.

Franchise agreements

Offices—ISDA

Captures the applicability of Section 10(a) of the International Swaps and Derivatives Association master agreement, which specifies that, notwithstanding the place of booking office or jurisdiction of incorporation of a party, the obligations of such party are the same as if it had entered into the transaction through its head or home office.

International Swaps and Derivatives Association agreements

Ongoing Fee

Captures provisions relating to ongoing fees or royalties that a franchisee is required to pay the franchisor. It includes ongoing marketing fees, training fees, and any other recurring fees. It does not capture penalties such as late payment fees.

Franchise agreements

Operating Covenant—Lease

Captures obligations of a tenant under a lease to continuously use, occupy or remain open for business in the leased premises, and events of default for failing to meet such obligations. This smart field also captures express rights of a tenant to "go dark", cease operating or leave the leased premises vacant.

United States and Canadian commercial leases

"Operating Expenses"/"Common Area Maintenance" Definition

Captures the definition of "Operating Expenses" and/or "Common Area Maintenance".

Commercial leases

Opinions Condition—Credit Agreement

Captures conditions of borrowing with respect to the delivery of legal opinions.

Credit, facility and loan agreements

Option/Equity GrantCaptures grants of options or equity to an employee pursuant to his or her employment agreement. Executive employment agreements

Optional Prepayment

Captures the right of a borrower to prepay a loan voluntarily.

Commitment letters

Optional Redemption—Bond Indenture

Captures redemption provisions at the election of the issuer of the debt only (and not other types of redemptions).

High yield corporate debt security indentures governed by the laws of the United States and Canada

Organizational Changes Covenant

Captures covenants of a borrower not to amend its constitutional documents or change its name, jurisdiction or organizational structure.

Credit, facility and loan agreements

Other Applicable CSAs

Captures whether the parties have designated any other Credit Support Annex(es) as being applicable for the purposes of the 2016 Credit Support Annex.

2016 Credit Support Annexes for International Swaps and Derivatives Association agreements only

Other Eligible Support

Captures whether any other eligible support (such as a letter of credit or a surety bond) may be used.

The Credit Support Annexes for International Swaps and Derivatives Association agreements, and applies only to those governed by New York law

Other Interest Elections

Captures the parties' election with respect to negative interest and daily interest compounding.

2016 Credit Support Annexes for International Swaps and Derivatives Association agreements only

Other Remedies—Bond Indenture

Captures the remedies other than acceleration, including bringing proceedings at law or in equity to enforce the indenture. It also captures whether the trustee may maintain a proceeding even if it does not possess any of the corporate debt securities or does not produce any of them in the proceeding. It also captures whether a delay or omission by the trustee or any holder in exercising rights or remedies will impair the right or remedy, or constitute a waiver of or acquiescence in the event of default. It also captures whether a remedy is exclusive of any other remedy, and whether all available remedies are cumulative.

High yield corporate debt security indentures governed by the laws of the United States and Canada

Outgoings/Rates

Captures the obligation of a tenant to pay for outgoings and rates under a lease.

Commercial and residential real estate leases governed by the laws of England and Wales

Owned or Leased Real Property Representation

Captures representations with respect to owned or leased real property.

Share purchase agreements, asset purchase agreements and merger agreements

Ownership of Confidential Information

Captures the acknowledgement that ownership of confidential information is not transferred between parties.

Non-disclosure agreements

Ownership of Intellectual Property—Definitions

Captures the definitions of "Intellectual Property", "Trademarks", "Patents" and similar terms related to intellectual property.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Ownership of Intellectual Property—Joint

Captures intellectual property that is created or owned jointly by the parties under an agreement. It also captures definitions related to joint ownership of intellectual property.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Ownership of Intellectual Property (Broad)

Captures which party owns intellectual property rights under an agreement. This smart field also captures the definitions of "Intellectual Property", "Trademarks", "Patents", and similar terms related to intellectual property, but does not capture assignment of intellectual property rights.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Ownership of Intellectual Property (Narrow)

Captures provisions that specify which party owns intellectual property rights under an agreement, but does not capture relevant definitions, which are captured by another smart field.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Packaging Requirements

Captures provisions relating to a party's requirements for packaging of goods, including labelling, costs and specific procedures to be followed.

A variety of agreement types including service, supply, distribution and intellectual property agreements

Parking

Captures a tenant's parking rights and associated fees and restrictions, as well as the landlord's ability to relocate the parking spaces.

Commercial leases

Parking (England)

Captures a tenant's parking rights.

Commercial and residential real estate leases governed by the laws of England and Wales

Participant Approval

Captures waivers, amendments and other actions requiring the consent of a party obtaining rights under a participation.

Credit, facility and loan agreements

Participations—Credit Agreement

Captures the right of a lender to sell sub-participations in a loan and any associated requirements, including maintenance of a participation register.

Credit, facility and loan agreements

Parties

Captures the names of the parties to an agreement.

A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements

Partner Minimum Gain Chargeback

Captures the requirement that items of income or gain be specially allocated to partners/members who received (i) the benefit of partner nonrecourse deductions or (ii) distributions attributable to partner nonrecourse debt, if there is a decrease in partner nonrecourse debt minimum gain during the relevant period.

Limited partnership agreements and LLC operating agreements

Partner Nonrecourse Deductions

Captures the requirement that any partner nonrecourse deductions be allocated to those partners/members who bear the economic risk of loss with respect to the partner nonrecourse liabilities to which such deductions are attributable.

Limited partnership agreements and LLC operating agreements

Partnership/Company Expenses—LPA/LLC

Captures provisions relating to a limited partnership or limited liability company's obligation to pay its ongoing business or operating expenses, including the obligation to reimburse the general partner or manager (or a director, committee member, etc. where applicable) for any such expenses incurred on its behalf. It does not capture management fees paid to the general partner or manager, non-reimbursable expenses of the partners/members, capital contributions to fund expenses, or expense-related defined terms.

Limited partnership agreements and LLC operating agreements

Partnership/Company Records & Audit Rights

Captures provisions relating to a limited partnership or limited liability company's obligation to maintain books and records. It also captures the rights of partners or members to inspect or otherwise gain access to such books and records.

Limited partnership agreements and LLC operating agreements

Partnership/Company Term—LPA/LLC

Captures the term of a limited partnership or limited liability company.

Limited partnership agreements and LLC operating agreements

Pay in Lieu of Notice

Captures provisions whereby an employer may compensate an employee in lieu of providing notice of termination.

Executive employment agreements

Payment Blockage—Bond Indenture

Captures the provision providing holders of senior debt the right to block payment of junior debt under specified circumstances provided in the indenture.

High yield corporate debt security indentures governed by the laws of the United States and Canada

Payment Due Dates

Captures any provisions with respect to when payments are due under an agreement.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Payment Method

Captures the method by which payments can be made under an agreement.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Payment of Additional Amounts/Additional Interest Covenant—Bond Indenture

Captures the covenant of the issuer or guarantor to pay the full amounts due on the debt issued pursuant to the indenture, including provision for additional amounts related to deductions or withholdings imposed by a taxing jurisdiction. This smart field also captures the additional interest provision.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Payment of Fees Condition

Captures conditions of borrowing with respect to payment of fees.

Commitment letters

Payment of Fees Condition—Credit Agreement

Captures conditions of borrowing with respect to the payment of fees owing by the borrower to the lenders or agents.

Credit, facility and loan agreements

Payment of Securities Covenant—Bond Indenture

Captures the covenant of the issuer to pay all amounts due on debt issued pursuant to the indenture and related matters.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Payment of Taxes Covenant

Captures covenants of a borrower to promptly pay all taxes and other governmental charges.

Credit, facility and loan agreements

Payments for Consent Covenant—Bond Indenture

Captures the covenant disallowing the issuer to limit the offer of payment for any consent, waiver or amendment of any of the indenture terms to less than all of the debt holders.

High yield corporate debt security indentures, as applicable, governed by the laws of the United States and Canada

Payments on Early Termination

Captures the way in which close-out payments are to be calculated.

International Swaps and Derivatives Association agreements

Pensions and Benefits Representation

Captures representations with respect to pension and benefit matters.

Share purchase agreements, asset purchase agreements and merger agreements

Pensions and Benefits Representation—Credit Agreement

Captures representations with respect to pension and benefit matters.

Credit, facility and loan agreements

Perfected Security Interest Condition

Captures conditions of borrowing with respect to the perfection of security interests granted in connection with a loan.

Commitment letters

Performance Obligation—Services

Captures a party's promise to "provide", "perform" or "render" services under an agreement. It also generally captures provisions relating to (i) a party's obligation to continue providing services upon termination of an agreement, including the obligation to provide termination or transition services; and (ii) a party's agreement to serve as agent of another (particularly in the context of management agreements).

It does not capture provisions relating to (i) any pricing with respect to services; (ii) long lists or detailed descriptions of services such as those commonly found in statements of work or schedules to a service agreement (but it should generally help users locate such lists or descriptions); or (iii) in most cases, any defined terms relating to services.

Trained primarily on a wide variety of service agreements. It was also trained on supply, distribution and intellectual property agreements. When considering performance obligations for the purposes of IFRS 15 or ASC 606 (or any similar accounting standard), it is recommended that this smart field be used together with the Performance Obligation—Supplies, Purchases and Sales and License Grant smart fields.

Performance Obligation—Supplies, Purchases and Sales

Captures a party's promise to "supply", "sell" or "purchase" goods or products under an agreement. It also generally captures provisions relating to (i) a party's obligation to continue supplying, purchasing or selling goods or products upon termination of an agreement; (ii) any minimum purchase obligations; and (iii) provisions relating to failure or inability to supply. It does not capture provisions relating to (i) delivery terms; (ii) forecasts or purchase orders (except where the provision makes it clear that a forecast or purchase order creates a binding obligation); (iii) pricing with respect to goods or products; or (iv) in most cases, any defined terms relating to goods or products.

Trained primarily on a wide variety of supply agreements. It was also trained on service, distribution and intellectual property agreements. When considering performance obligations for the purposes of IFRS 15 or ASC 606 (or any similar accounting standard), it is recommended that this smart field be used together with the Performance Obligation—Services and License Grant smart fields.

"Permitted Acquisitions" Definition

Captures the definition and conditions of "Permitted Acquisitions".

Commitment letters

Permitted Alterations/Additions

Captures a tenant's right to make alterations or additions to the leased premises, or restrictions on such actions by a tenant. This smart field also captures associated landlord consent and notice requirements. This smart field does not capture provisions relating to the construction of initial tenant improvements pursuant to a work letter, or tenant maintenance and repair obligations.

Leases from the United States and Canada

Permitted Amendments—Extension Option

Captures permissions for amendments for maturity date extension options. It is recommended that this smart field be used together with the other Extension Option smart fields.

Credit, facility, and loan agreements

"Permitted Discretion" Definition

Captures the definition of "Permitted Discretion".

Credit and loan agreements

"Permitted Encumbrance" Definition

Captures the definition of permitted encumbrances or permitted liens.

Underwriting agreements and purchase agreements

"Permitted Investments" Definition—Bond Indenture

Captures the definition of "Permitted Investments".

High yield corporate debt security indentures governed by the laws of the United States and Canada

Permitted Subletting and Transfers

Captures a tenant's express right to sublet, assign, encumber, or otherwise transfer the leased premises.

United States and Canadian commercial leases

Permitted Use

Captures the permitted use of the leased premises, whether a change of the use is permitted and limitations on consent to the change of use.

Commercial and residential real estate leases governed by the laws of England and Wales

Permitted Use and Disclosure

Captures provisions that set out the purposes for which protected health information may be used or disclosed. It also captures restrictive provisions that limit the permitted use or disclosure of protected health information to that which is (i) provided for by the business associate agreement; or (ii) required by law. It does not capture (i) notification or consent obligations prior to disclosure; (ii) disclosure to plan sponsors; or (iii) confidentiality requirements pursuant to any applicable state laws.

Business associate agreements

Permitted Use of Data/Confidential Information

Captures the permitted use and purpose for collecting and storing data or confidential information, and restrictions on the ability of a party to use the data or confidential information for other purposes.

General commercial agreements like license and service agreements, in addition to data protection addenda

Permitted/Prohibited Alterations (England)

Captures whether structural and non-structural alterations are permitted/prohibited under a lease, but excludes specific alterations to signage, waste, electrics, plant and service media.

Commercial and residential real estate leases governed by the laws of England and Wales

Personnel/Third Party Confidentiality RequirementsCaptures the requirement that personnel and third parties (including auditors and subcontractors) enter into confidentiality agreements or undergo information security training. General commercial agreements like license and service agreements, in addition to data protection addenda

Place of Work/Mobility Clause

Captures an employee's place of work and whether it can be changed during the course of employment.

Executive employment agreements

Position/Title

Captures an employee's position or title.

Executive employment agreements

Post Term Non-Compete—Franchise

Captures covenants restricting the franchisee from competing with the franchised business once the term of the franchise agreement expires or is terminated.

Franchise agreements

Post-Closing Compensation/Benefits

Captures a purchaser's covenant to provide post-closing compensation and benefits to certain continuing target employees. It is recommended that this smart field be used in conjunction with Duration of Guaranteed Compensation/Benefits.

Arrangement agreements and merger agreements

Post-Closing Representation of Shareholders

Captures the agreement by the parties that, in the event of a post-closing dispute, the target company and/or purchaser waives the potential conflict of interest arising out of any representation of the target company's shareholders by legal counsel to the target company and its shareholders in connection with the transaction. It also captures the target company's and/or purchaser's consent for such legal counsel to represent the target company's shareholders post-closing.

Share purchase agreements, asset purchase agreements and merger agreements

Power and Authority Representation

Captures representations that a loan party/obligor has all requisite power and authority to enter into the agreement and that all necessary internal authorizations and approvals have been obtained for that purpose.

Credit, facility and loan agreements

Power of Attorney—LPA/LLC

Captures the agreement by a limited partner or member to appoint the general partner or manager as its attorney-in-fact as well as the specific delegated powers vested in the general partner or manager as attorney.

Limited partnership agreements and LLC operating agreements

Pre-emptive Rights

Captures the rights of shareholders to buy newly-issued shares of an issuer.

Shareholders' agreements

Pre-Emptive Rights (Articles & Bylaws)

Captures the rights of existing security holders to participate in new issuances of company securities.

Articles and bylaws from the United States, Canada, and England and Wales

Preferential Collection of Claims Against Company—Bond Indenture

Captures the requirement that the indenture trustee and any former indenture trustee comply with provisions in the Trust Indenture Act relating to preferential collection of claims against the issuer.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States

Premises Type

Captures the type of premises demised (e.g. industrial, retail or commercial).

United States and Canadian commercial leases

Prepayment of Indebtedness Covenant

Captures covenants of a borrower not to prepay any indebtedness other than indebtedness owing to the lenders under the agreement.

Credit, facility and loan agreements

Prepayment Premium/Call Protection

Captures loan prepayment premiums or call protections, but does not capture references to customary breakage fees.

Commitment letters

Prepayment Sharing and Priority in Security and Right of Payment—Extension Option

Captures the way in which voluntary and mandatory prepayments are to be treated, and the treatment of security and right of payment for maturity date extension options. It is recommended that this smart field be used together with the other Extension Option smart fields.

Credit, facility, and loan agreements

Price Increases/Escalation

Captures provisions with respect to price increases during the term of an agreement and for any additional term(s). This smart field does not capture price increases for additional products or services.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Pricing

Captures pricing provisions, including the concepts of price, fee or royalty. It also captures the currency of payment, but does not capture payment terms.

A variety of agreement types including service, supply, distribution and intellectual property agreements

Principal Address/Registered Agent (Name and Address)

Captures the specific address of the registered office of the corporation, as well as the registered agent for service of process.

Articles and bylaws from the United States, Canada, and England and Wales

Principal Office—LPA/LLC

Captures information regarding the principal office of a limited partnership or limited liability company.

Limited partnership agreements and LLC operating agreements

Priority in Security and Right of Payment—Incremental Facility

Captures the treatment of security and right of payment for incremental facilities / increases in commitment. This smart field has not been trained to capture similar provisions regarding refinance / replacement facilities, incremental notes, or incremental equivalent debt. It is recommended that this smart field be used together with the other Incremental Facility smart fields.

Credit, facility, and loan agreements

Privacy Officer

Captures any provisions or references to a privacy or data protection officer at an organization, including the obligation to appoint someone to this role.

Data protection addenda

Privacy Rule Compliance

Captures the business associate's obligation to comply with applicable requirements of the Privacy Rule to the extent the business associate carries out an obligation of the covered entity under the Privacy Rule.

Business associate agreements

Procedure for Reimbursement (Increased Costs)

Captures the procedure by which a lender may be reimbursed by a borrower in the event that its costs have increased.

Credit, facility and loan agreements

Procedures for Data Subject Requests

Captures procedures surrounding how the parties deal with requests from data subjects in the context of data protection/privacy.

General commercial agreements like license and service agreements, in addition to data protection addenda

Process Agent—Party A

Captures the process agent of Party A.

International Swaps and Derivatives Association agreements

Process Agent—Party B

Captures the process agent of Party B.

International Swaps and Derivatives Association agreements

Process Agents

Captures whether a party must use a process agent, which will only be required for a party which is not based within the governing jurisdiction.

International Swaps and Derivatives Association agreements

"Processing" Definition

Captures the definition of "Processing" in the context of data protection.

Data protection addenda

"Processor" Definition

Captures the definition of "Processor" in the context of data protection.

Data protection addenda

Product Pricing—Franchise

Captures provisions that set out franchisee's obligations for establishing the prices of the products/services.

Franchise agreements

Product Returns

Captures provisions with respect to return of products generally, and on termination.

A variety of agreement types including supply and distribution agreements

Professional Liability/Errors and Omissions Insurance

Captures a party's obligation to obtain professional liability or errors and omissions insurance, but does not include insurance-related indemnity obligations.

A variety of agreement types including service, intellectual property, supply, and distribution agreements

"Profit/Loss" Definition—LPA/LLC

Captures the definition of "Profit" and "Loss" as well as the definition of related terms such as "Income", "Gain", "Taxable Income" and "Taxable Loss".

Limited partnership agreements and LLC operating agreements

Prohibited Use

Captures prohibitions on specific uses of the leased premises (such as prohibitions against using the premises for lodging, entertainment, storage, etc.), as well as uses prohibited at the landlord's discretion ("immoral" uses, uses that "threaten the reputation" of the premises, etc.). This smart field does not capture boilerplate rules such as prohibitions on hazardous materials, animals, noise, vibrations, general nuisances, etc.

Leases from the United States and Canada

Proof of Compliance

Captures the obligation of a party to demonstrate its compliance with, or the ability of a party to monitor or audit the other party's compliance with, data protection provisions in the agreement.

Data protection addenda (and may generate false positives on other agreement types)

Publicity

Captures the procedures for issuing press releases or making public announcements concerning the relationship of the parties to an agreement (including the use of each other's logos).

A variety of agreement types including non-disclosure, service, supply, distribution, intellectual property, employment and purchase agreements

Purchase Option—Franchise

Captures provisions outlining franchisor's option to purchase assets of the business or the franchised entity upon termination.

Franchise agreements

Purchase Options and Rights of First Refusal/First Offer—Lease

Captures a party's option to purchase property under a lease, including rights of first offer and refusal. Language captured by this smart field includes the right to purchase, the purchase price and the exercise terms, but generally not the procedure for conveying the property following exercise. It also captures provisions that compel a lessee to purchase leased property in certain circumstances.

Commercial real estate leases and equipment leases

Purchase Order Changes/Cancellation

Captures provisions outlining a party's rights to change or cancel purchase orders.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Purchase Order Requirements

Captures provisions that identify items that must be included in a purchase order.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Purchase Price Adjustments

Captures all categories of purchase price adjustments, including earnouts and working capital adjustments.

Share purchase agreements, asset purchase agreements and merger agreements

Purchase Price Adjustments—Post-Closing

Captures adjustments to a purchase price that occur after closing.

Share purchase agreements, asset purchase agreements and merger agreements

Purchase Price Adjustments—Pre-Closing

Captures adjustments to a purchase price that occur between signing of a purchase agreement and closing.

Share purchase agreements, asset purchase agreements and merger agreements

"Qualified ECP Guarantor" Definition

Captures the definition of "Qualified ECP Guarantor" in the context of eligible contract participants under the U.S. Commodity Exchange Act rules and similar rules.

Credit, facility and loan agreements

Qualified Income Offset

Captures the requirement that any partner or member who unexpectedly receives certain adjustments, allocations or distributions for U.S. tax purposes be specially allocated offsetting amounts of gross income and gain sufficient to eliminate any resulting capital account deficit.

Limited partnership agreements and LLC operating agreements

Quiet Enjoyment—Equipment Lease

Captures lessee's right of quiet enjoyment and non-interference during the term of the lease.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Quiet Enjoyment (England)

Captures the right of a tenant to peacefully occupy and to have quiet enjoyment of the leased premises.

Commercial and residential real estate leases governed by the laws of England and Wales

Quorum at Committee Meeting

Captures the number or proportion of directors on a committee required to be a present at a committee meeting for quorum. This smart field does not capture voting thresholds at committee meetings.

Articles and bylaws from the United States, Canada, and England and Wales

Quorum at Directors Meeting

Captures the number or proportion of directors required to be present at a directors meeting for quorum. This smart field does not capture voting thresholds at directors meetings.

Articles and bylaws from the United States, Canada, and England and Wales

Quorum at Shareholders Meetings

Captures the requirements for establishing quorum at shareholders meetings.

Articles and bylaws from the United States, Canada, and England and Wales

"Real Estate" Definition

Captures the definition of "Real Estate" or "Real Property".

Credit, facility and loan agreements

"Real Property Leases" Definition

Captures the definition of real property leases which includes both the definition of the lease and the leased premises in connection with the transaction.

Share purchase agreements, asset purchase agreements and merger agreements

Recalls

Captures provisions with respect to recalls, but excludes product defects and returns.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Recapture

Captures rights of a landlord to recapture premises in the event a tenant proposes to transfer or sublease a portion of the premises.

United States and Canadian commercial leases

Recipient Confidentiality Obligations

Captures the confidentiality obligations of the recipient of confidential information.

Non-disclosure agreements

Record Date

Captures the rules for setting a record date to establish which shareholders are entitled to vote at a shareholders meeting or receive dividends/distributions.

Articles and bylaws from the United States, Canada, and England and Wales

Reduction for Insurance Proceeds

Captures provisions that reduce the amount of damages payable to the indemnified party for any insurance proceeds received by the indemnifying party in connection with the loss.

Share purchase agreements, asset purchase agreements and merger agreements

Reduction for Tax Benefits

Captures provisions that reduce the amount of damages payable to the indemnified party for any tax benefits received by the indemnifying party in connection with the loss.

Share purchase agreements, asset purchase agreements and merger agreements

Refinancing Facilities

Captures the right of a borrower to refinance a loan.

Commitment letters

Registered Agent—LPA/LLC

Captures information regarding the registered agent of a limited partnership or limited liability company.

Limited partnership agreements and LLC operating agreements

Registered Office—LPA/LLC

Captures information regarding the registered office of a limited partnership or limited liability company.

Limited partnership agreements and LLC operating agreements

Registration Rights

Captures the right of a shareholder to require a company to publicly list the shareholder's shares for sale.

Shareholders' agreements

Regular Settlement Day—Transfer Timing

Captures the definition of "Regular Settlement Day" for the purposes of a transfer of Eligible Credit Support or Equivalent Credit Support.

2016 Credit Support Annexes for International Swaps and Derivatives Association agreements only

Regulatory Approval Covenant

Captures a party's covenant to cooperate to obtain regulatory approvals.

Arrangement agreements, purchase agreements and merger agreements

Regulatory Approvals Condition

Captures conditions of borrowing with respect to obtaining regulatory approvals.

Commitment letters

Reimbursement—Lease Accounting

Captures one party's obligation to reimburse another for costs or expenses under a lease. It also generally captures provisions relating to a party's obligation to assume the costs or expenses of another. It does not capture rights of reimbursement from third party sources such as proceeds of insurance or sale.

Primarily on (i) United States and Canadian commercial real estate leases, and (ii) United States equipment and other non-real estate leases (including some aircraft leases)

Reimbursement (Assumption of Costs)

Captures provisions relating to a party's obligation to reimburse another for costs or expenses under an agreement. It also generally captures provisions relating to a party's obligation to assume the costs or expenses of another.

Primarily on service, supply, distribution and intellectual property agreements

Related Parties Representation

Captures representations that a party has not engaged in transactions with related parties other than as disclosed (also referred to as "Affiliate Transactions").

Share purchase agreements, asset purchase agreements and merger agreements

Relationship Between Parties Representation

Captures representations relating to the independence of the parties in entering into the transactions contemplated by the master agreement, including that each party (i) is acting independently and for its own account, (ii) has not relied on advice or recommendations of the other party with respect to any transaction, (iii) is capable of assessing the merits and understanding the risks of each transaction, and (iv) is not acting as the agent or fiduciary of the other party.

International Swaps and Derivatives Association agreements

Relief from Automatic Stay—Intercreditor Agreement

Captures the agreement by junior creditors not to seek relief from the automatic stay in a bankruptcy/insolvency proceeding.

Primarily on United States intercreditor agreements

Relocation

Captures a landlord's right to relocate a tenant within a building.

Commercial leases

Remedies Upon Event of Default—Credit Agreement

Captures the rights and remedies available to lenders or agents in the event that a borrower defaults under the agreement.

Credit, facility and loan agreements

Remedies Upon Event of Default—Equipment Lease

Captures the remedies to which lessor (and, if applicable, lessee) is entitled, upon the occurrence of an event of default.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Removal of Directors

Captures the ability of directors or shareholders to remove a director, with or without cause. This smart field excludes references to resignation and disqualification by reason of bankruptcy, illness, criminal activity, or the applicability of specific laws.

Articles and bylaws from the United States, Canada, and England and Wales

Removal of Officers

Captures the ability of directors or shareholders to remove an officer, with or without cause. This smart field excludes references to resignation and disqualification by reason of bankruptcy, illness, criminal activity, or the applicability of specific laws.

Articles and bylaws from the United States, Canada, and England and Wales

Renewal

Captures renewal or extension provisions in an agreement, whether automatic or requiring notice by a party, but does not include renewal provisions that require the mutual agreement of the parties.

A variety of agreement types including service, supply, distribution, intellectual property, employment, and franchise agreements

Renewal—Lease

Captures a tenant's renewal or extension rights.

Commercial leases

Rent—Equipment Lease

Captures rent payable by lessee, including additional rent, holdover rent and deposits.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Rent Free Period—Peppercorn Rent

Captures peppercorn rent, free rent and de minimus rent provisions.

Commercial and residential real estate leases governed by the laws of England and Wales

Rent Free Period—Rent Commencement Date (Definition)

Identifies leases with a definition of "Rent Commencement Date" and can be used to determine any free rent period (however, when this information is located in a table, the smart field will occasionally only capture the term "Rent Commencement Date" and not the date itself).

Commercial and residential real estate leases governed by the laws of England and Wales

Rent Free Period—Rent Commencement Date (Operative)

Captures the operative component of the rent commencement date.

Commercial and residential real estate leases governed by the laws of England and Wales

Rent Payment Date

Captures the recurring payment date for base rent installments under a lease. This smart field is not intended to capture the payment date for any initial installment or down payment of base rent or any payment date for payments other than base rent, such as taxes or operating expenses.

United States and Canadian leases

Rent Review—Assumptions

Captures the assumptions of a rent review.

Commercial and residential real estate leases governed by the laws of England and Wales

Rent Review—Basis

Captures the basis of any rent review, including the definition and any relevant equation of such basis (e.g. open market rent or retail price index).

Commercial and residential real estate leases governed by the laws of England and Wales

Rent Review—Date

Captures the rent review date of a lease.

Commercial and residential real estate leases governed by the laws of England and Wales

Rent Review—Disregards

Captures the disregards of a rent review.

Commercial and residential real estate leases governed by the laws of England and Wales

Repair and Maintenance—Equipment Lease

Captures lessee's repair and maintenance obligations under a lease.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Repairing Obligations

Captures the obligation of a tenant to repair the premises, but excludes the manner of repair and specific obligations regarding fixtures and fittings and similar obligations.

Commercial and residential real estate leases governed by the laws of England and Wales

Replacement of Lenders/Yank a Bank Procedure

Captures the circumstances under which a borrower may replace a lender and the procedures to effect such replacement.

Credit, facility and loan agreements, but not on intercreditor agreements

Replacement of Non-Consenting Lenders

Captures the right of a borrower to replace a lender that does not consent to a waiver or amendment that has been agreed to by the majority or required lenders.

Credit, facility and loan agreements

Replacement of Trustee—Bond Indenture

Captures the provision related to the removal and resignation of indenture trustee, as well as the appointment and acceptance by successor indenture trustee.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Reporting Requirements

Captures reporting requirements of a borrower.

Commitment letters

Reports and Other Information Covenant—Bond Indenture

Captures the covenant of the issuer to deliver specified information, documents and reports with the trustee and appropriate regulatory agencies, as applicable.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Reports by the Issuer—Bond Indenture

Captures the reporting requirements of the issuer.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Reports by Trustee—Bond Indenture

Captures the requirement of the indenture trustee to provide reports to the holders in compliance with the Trust Indenture Act.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States

Representation and Warranty Insurance

Captures provisions referencing representation and warranty insurance to be obtained in connection with the transaction.

Share purchase agreements, asset purchase agreements and merger agreements

Representations and Warranties—Commitment Letter

Captures the list of representations and warranties of a borrower that must be included in the credit agreement.

Commitment letters

"Representatives" Definition

Captures the definition of "Representatives" or the parties with whom confidential information may be shared by the recipient.

Non-disclosure agreements

Requests to Restrict

Captures provisions relating to the covered entity's obligation to notify the business associate of restrictions on the use or disclosure of protected health information, and the business associate's obligation to comply with such restrictions.

Business associate agreements

Required Lender Approval

Captures waivers, amendments and other actions requiring the consent of a majority of the lenders (or those lenders included in the definition of "Required Lenders").

Credit, facility and loan agreements

"Required Lenders"/"Majority Lenders" Definition

Captures the definitions of "Required Lenders" and "Majority Lenders".

Credit, facility and loan agreements

Reservations (Landlord)

Captures the rights reserved to a landlord under a lease.

Commercial and residential real estate leases governed by the laws of England and Wales

"Reserves" Definition

Captures the definitions of "Reserves", "Availability Reserves", "Inventory Reserves", "Receivables Reserves" and other reserve definitions for asset-based loans.

Credit and loan agreements

Resolution Time

Captures the deadline for the parties to resolve any dispute in accordance with the prescribed dispute resolution process.

The Credit Support Annexes for International Swaps and Derivatives Association agreements

Restoration of Rights and Remedies—Bond Indenture

Captures provisions specifying that if a trustee or holder of the corporate debt securities brought a proceeding and the proceeding was discontinued or abandoned and it adversely affects the trustee or the holder, then the trustee or the holder will be restored to their former positions and may continue as if there had been no proceeding.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

"Restricted Payment" Definition—Bond Indenture

Captures the definition of "Restricted Payment".

High yield corporate debt security indentures governed by the laws of the United States and Canada

Restricted Payments Covenant

Captures covenants of a borrower not to make any restricted payments, including payments of dividends, distributions or for redemption of stock.

Credit, facility and loan agreements

Restricted Payments Covenant—Bond Indenture

Captures the covenant restricting the issuer's ability to make specified payments as provided for in corporate debt security indentures. Captures the prohibition on restricted payments, the restricted payments basket, carve-outs to the prohibition on restricted payments, and the definitions of "Restricted Payments", "Investment", "Permitted Investment" and similar definitions.

High yield corporate debt security indentures governed by the laws of the United States and Canada

"Restricted Subsidiary" Definition

Captures the definition of "Restricted Subsidiary".

Credit, facility and loan agreements

"Restricted Subsidiary" Definition—Bond Indenture

Captures the definition of "Restricted Subsidiary" and similar terms.

High yield corporate debt security indentures governed by the laws of the United States and Canada

Restriction—Competitive Purpose

Captures restrictions on the customer's right to access the services for competitive purposes.

Software as a service agreements

Restriction—Sale, Transfer or Third Party Access

Captures restrictions on the customer's right to sell or transfer the services, or otherwise make the services available to third parties.

Software as a service agreements

Return Amount

Captures any modifications to the standard definition of "Return Amount".

The Credit Support Annexes for International Swaps and Derivatives Association agreements

Return Conditions—Equipment Lease

Captures the return conditions that lessee must satisfy under the lease (including lessor's right to retake possession or demand the return of the leased property upon the occurrence of an event of default).

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Return or Destruction of Confidential Information/Data

Captures the requirement to return or destroy confidential information or data.

Non-disclosure agreements, general commercial agreements like service, license and distribution agreements, and data protection addenda

Return or Destruction of Protected Health Information

Captures the business associate's obligation to return or destroy protected health information on termination of the business associate agreement, if feasible. It will also capture the business associate's obligations in the event protected health information cannot be returned or destroyed.

Business associate agreements

Right of First Offer/Right of First Refusal

Captures rights of first refusal or rights of first offer.

Shareholders' and franchise agreements

Right of First Refusal—Option Agreements

Captures the terms and conditions relating to the grantor's right of first refusal to purchase the option shares before they are sold or otherwise transferred.

Option agreements

Right of Holder to Receive Payment—Bond Indenture

Captures the holder's right to receive interest, principal and other payments due.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Right of Substitution/Relocation—Lease Accounting

Captures a party's right to substitute leased property, including a landlord's right to relocate a tenant to different premises. In the case of commercial real estate leases, it also captures a landlord's right to relocate any tenant equipment (e.g., generator, antenna, etc.) to a different part of the premises.

Commercial real estate leases and equipment leases

Right to Create Aggregated/Statistical Data

Captures provisions relating to a party's right to create or collect aggregated, statistical or de-identified data.

Software as a service agreements

Right to Delete

Captures affirmative disclosures to consumers of their right to request that a business delete their information, as required by the California Consumer Privacy Act ("CCPA").

Various privacy policies and notices both before and after enactment of the CCPA.

Right to Enter/Inspect (England)

Captures a landlord's right to enter and carry out repairs and to charge a tenant where a tenant is in default.

Commercial and residential real estate leases governed by the laws of England and Wales

Right to Enter/Right of Inspection

Captures the right of a landlord to enter or inspect the leased premises (typically with notice prior to entry).

Commercial leases

Right to Post-Petition Interest—Intercreditor Agreement

Captures the agreement by junior creditors not to object to any senior creditor's claim for post-petition interest. It also captures language indicating the right of a particular class of senior creditors to a priority claim for post-petition interest (often under the Separate Classes provision).

Primarily on United States intercreditor agreements

Rights (Tenant)

Captures the rights reserved to a tenant under a lease.

Commercial and residential real estate leases governed by the laws of England and Wales

Rights and Remedies Cumulative—Bond Indenture

Captures provisions specifying that no remedy is exclusive of any other remedy and that all available remedies are cumulative.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Rights of Termination—Lease Accounting

Captures a party's right to terminate a lease under various circumstances, including options to terminate.

Commercial real estate leases and equipment leases

Risk of Loss/Damage—Equipment Lease

Captures lessee's (and, if applicable, lessor's) responsibility for risk of loss and/or damage with respect to the leased property.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Rounding

Captures whether the return amount and delivery amount will be rounded up or rounded down and to which nearest integral multiple.

The Credit Support Annexes for International Swaps and Derivatives Association agreements

Royalty Payments

Captures provisions relating to the payment of royalties by a licensee or sublicensee. It includes minimum royalty payments, royalty payment due dates, payment schedules and the duration of royalty payments. It does not identify when licenses are royalty-free, or the denomination of royalty payments. It does not include sub-license payments or royalties to sub-licensees.

A variety of license agreements

Sale/Leaseback Covenant—Bond Indenture

Captures the restriction on the ability of the issuer to enter sale and leaseback transactions. This smart field also captures the definition of "Sale and Leaseback Transaction".

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Sale/Leaseback Transactions Covenant

Captures covenants of a borrower not to engage in any transactions in which they sell property and then rent or lease as lessee that or similar property.

Credit, facility and loan agreements

Sandbagging

Captures both pro-sandbagging provisions (the right to bring indemnification claims for known breaches of an agreement) and anti-sandbagging provisions (the inability to bring indemnification claims for know breaches of an agreement).

Share purchase agreements, asset purchase agreements and merger agreements

Sandbagging (Anti)

Captures anti-sandbagging provisions (the inability to bring indemnification claims for known breaches of an agreement).

Share purchase agreements, asset purchase agreements and merger agreements

Sandbagging (Pro)

Captures pro-sandbagging provisions (the right to bring indemnification claims for known breaches of an agreement).

Share purchase agreements, asset purchase agreements and merger agreements

Scheduled Repayment of Loans

Captures the timing for required loan repayments.

Credit, facility and loan agreements

Scope of Agreement

Captures the types of transactions that will be the subject of the agreement.

International Swaps and Derivatives Association agreements

Section 280G Payments

Captures the treatment of payments made to an employee that constitute parachute payments under Section 280G of the U.S. Internal Revenue Code.

Employment agreements

Section 754 Adjustment

Captures the requirement that any positive or negative adjustments to the capital accounts as a consequence of an election under section 754 of the U.S. Internal Revenue Code be treated as items of gain or loss, respectively, and that those gains or losses be allocated among the partners or members in a manner consistent with the Code and the regulations thereunder.

Limited partnership agreements and LLC operating agreements

Section 754 Election

Captures the right of the general partner or manager to make the election under section 754 of the U.S. Internal Revenue Code to adjust the basis of the partnership/company's assets when partnership/company property is distributed or an interest in the partnership/company is transferred.

Limited partnership agreements and LLC operating agreements

Section and Headings

Captures the role and impact of headings in the agreement.

A variety of agreement types including service, intellectual property, supply, and distribution agreements

Secured Party and Pledgor

Captures which party will be the secured party and which one will be the pledgor.

The Credit Support Annexes for International Swaps and Derivatives Association agreements, but not on the 2016 Credit Support Annexes

Secured Party City

Captures the city of the secured party on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Secured Party Country

Captures the country of the secured party listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Secured Party First Name

Captures the first name of the secured party listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Secured Party Last Name

Captures the last name of the secured party listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Secured Party Mailing Address

Captures the mailing address of the secured party listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Secured Party Middle Name

Captures the middle name of the secured party listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Secured Party Organization Name

Captures the organization name of the secured party listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Secured Party Postal Code

Captures the postal code of the secured party listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Secured Party State

Captures the state of the secured party listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Secured Party Suffix

Captures the suffix of the secured party listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Security Deposit—Equipment Lease

Captures the requirement for lessee to provide a security deposit. It also captures circumstances in which lessor may use the security deposit to cover expenses, etc.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Security Deposit/Letters of Credit

Captures the requirement of a tenant to provide or replenish a security deposit or letter of credit under a lease.

Leases from the United States and Canada

Security Interest (Grant & Perfection)—Equipment Lease

Captures provisions addressing the grant of a security interest in favor of lessor. It also captures language relating to the perfection of such security interest, as well as lessee's undertaking to file all necessary documents, etc. for that purpose.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Security Measures (General)

Captures general obligations to implement and maintain security measures, including technical and organizational safeguards and procedures. It does not capture (i) specific information security requirements (such as data encryption or backup); or (ii) general statements regarding a party's responsibility or liability for data security.

Software as a service agreements

Security of Tenure

Captures provisions dealing with whether a lease is inside or outside of the Landlord and Tenant Act 1954.

Commercial and residential real estate leases governed by the laws of England and Wales

"Senior Indebtedness" Definition—Bond Indenture

Captures the definitions of "Senior Indebtedness", "Senior Debt" and similar terms. This smart field does not capture the definition of "Designated Senior Debt".

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Separate Classes—Intercreditor Agreement

Captures the agreement by the junior secured creditors to treat their respective interests as a separate class from those of more senior secured creditors for the purposes of any bankruptcy/insolvency proceeding.

Primarily on United States intercreditor agreements

Service Bureau/Timesharing

Captures provisions relating to restrictions for the use of service bureaus and/or time-shares.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Service Charge—Caps

Captures any limit or cap on a service charge (including a relevant equation, if listed).

Commercial and residential real estate leases governed by the laws of England and Wales

Service Charge—End of Year Reconciliation

Captures the obligation of a landlord to prepare an account showing the service charge expenditure for a financial year and any provision within the service charge dealing with a balancing payment (either a crediting or debiting payment).

Commercial and residential real estate leases governed by the laws of England and Wales

Service Charge—Exclusions

Captures any specific exclusions from a service charge.

Commercial and residential real estate leases governed by the laws of England and Wales

Service Charge—Proportion

Captures the overarching proportion of the service charge attributable to the premises that a tenant will be liable to pay. Captures the operative component, the proportion and the definition of "Service Charge", but excludes exceptional expenditure, a landlord's right to alter the proportion attributable to a tenant or the amount of any estimated initial contribution/balancing payment.

Commercial and residential real estate leases governed by the laws of England and Wales

Service Credit

Captures a purchaser's agreement to credit certain continuing target employees for past service for the purposes of eligibility and vesting in employee benefit plans post-closing. It also captures a purchaser's agreement to recognize prior amounts paid by such employees for the purposes of determining deductibles, co-payments, out-of-pocket maximums, etc. under any welfare benefit plans in which such employees may be enrolled post-closing.

Arrangement agreements and merger agreements

Service Level

Captures provisions with respect to service levels and standards of service.

Service agreements

Set-off

Captures a party's right to set-off and apply credits to amounts due.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Set-off—Credit Agreement

Captures the lender's rights of set-off where an event of default has occurred and/or is continuing.

Credit, facility and loan agreements

Set-off—ISDA

Captures the applicability of the set-off provisions in the International Swaps and Derivatives Association master agreement, which enable a party, after early termination, to set-off amounts owing between the parties in respect of other agreements against the close-out payment.

International Swaps and Derivatives Association agreements

Severability

Captures severability provisions, pursuant to which parties agree that if anything in an agreement is determined to be invalid, it will be severed from the rest of the agreement, which will remain enforceable.

A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements

Several Liability

Captures acknowledgments by the parties that the obligations of the lenders to fund the loans are several, and not joint and several.

Credit, facility and loan agreements

Severance Payments and Benefits

Captures an employee's entitlement to severance payments and benefits on termination of employment.

Executive employment agreements

Share Conversion/Exchange

Captures provisions addressing the principal conversion or exchange of shares as part of a merger or arrangement transaction, including any exchange ratio used for such conversion or exchange. It generally does not capture provisions dealing with the treatment of shares held by purchaser or by dissenting shareholders, nor does it address the treatment of treasury shares or any conversion/exchange of shares that is purely structural in nature. This smart field applies primarily to share and mixed consideration deals.

Arrangement agreements and merger agreements

Share/Stock Certificates

Captures requirements, restrictions, and other rules applicable to the issuance or replacement of share/stock certificates.

Articles and bylaws from the United States, Canada, and England and Wales

Shareholder Appointment of Proxy

Captures the procedural requirements for implementing and evidencing a grant of proxy by a shareholder. This smart field does not capture the general right of a shareholder to appoint a proxy or revocation of a proxy.

Articles and bylaws from the United States, Canada, and England and Wales

Shareholder Approval—Merger/Arrangement Agreement

Captures provisions addressing both acquirer and target shareholder approval requirements for the transaction.

Arrangement agreements and merger agreements

Shareholder Meeting—Notice

Captures notice requirements for shareholders meetings.

Articles and bylaws from the United States, Canada, and England and Wales

Shareholder Notice for Director Nominations and Business Proposals

Captures shareholder obligation to provide advance notice for director nominations or business proposals.

Articles and bylaws from the United States, Canada, and England and Wales

Shareholders Action by Written Consent

Captures the shareholders' right to act by written consent.

Articles and bylaws from the United States, Canada, and England and Wales

Shareholders Right to Call a Special Meeting

Captures the shareholders' right to call a special meeting.

Articles and bylaws from the United States, Canada, and England and Wales

Shareholders' Equity

Captures the definition of "Shareholders' Equity".

International Swaps and Derivatives Association agreements

"Shares" Definition

Captures the definition of shares, including subject shares and consideration shares.

Underwriting agreements and purchase agreements

Shine the Light

Captures the right of consumers to request information concerning the disclosure of their personal information to third parties for the third parties' direct marketing purposes, as required by the California Shine the Light Act.

Various privacy policies from the United States and Canada.

Shipping/Delivery Terms

Captures provisions relating to shipping and delivery requirements, including shipping origin, costs, title/risk of loss and shipping address.

A variety of agreement types including service, supply, distribution and intellectual property agreements

Signage

Captures the rights of a landlord and/or tenant to install signs on the property or in the building.

Commercial leases

Signing Bonus

Captures a signing bonus received by an employee (except for a signing bonus of equity, which is captured by another smart field).

Executive employment agreements

Size/Purchase Price

Captures the aggregate purchase price in a transaction, before taking into account any purchase price adjustments.

Share purchase agreements, asset purchase agreements and merger agreements

Snooze You Lose

Captures the consequences of a failure by a lender to respond to a request for a consent, waiver or amendment to the agreement.

Credit, loan and facility agreements

"SOFR" Definition

Captures the definition of the secured overnight financing rate ("SOFR") and similar or related definitions. It is recommended that this smart field be used in conjunction with the LIBOR Fallback Mechanism—Credit Agreement smart field.

Credit, facility and loan agreements

Solvency Certificate Condition

Captures the condition of borrowing to provide a solvency certificate.

Commitment letters

Solvency Certificate Condition—Credit Agreement

Captures the condition of borrowing that the borrower will deliver a solvency certificate prior to funding.

Credit, facility and loan agreements

Solvency Representation

Captures representations of the borrower that it is solvent, is able to pay its debts as they become due, and has capital sufficient to carry on its business.

Credit, facility and loan agreements

Source Code Escrow

Captures the requirement to deposit source code into an escrow account, and the circumstances in which the source code escrow may be released.

A variety of document types including intellectual property, service, distribution, supply and purchase agreements

Special Vesting Provisions

Captures instances where the stock option's vesting schedule will accelerate or be adjusted as a result of certain events (e.g. change of control, termination, etc.). In particular, this smart field primarily captures instances where the stock option shall vest fully and immediately as a result of such events.

Option agreements

Specific GP Powers—LPA

Captures the specific powers granted to the general partner under the LPA.

Limited partnership agreements

Specific Performance

Captures the right of a party to seek specific performance in the event of a breach of the agreement.

Share purchase agreements, asset purchase agreements and merger agreements

"Specified Acquisition Agreement Representations" Definition

Captures the definitions of "Specified Acquisition Agreement Representations", "Merger Agreement Representations" or similar terms.

Credit and loan agreements

Specified Entity

Captures which third parties a party considers relevant to its counterparty's credit standing.

International Swaps and Derivatives Association agreements

Specified Indebtedness

Captures the definition of "Specified Indebtedness".

International Swaps and Derivatives Association agreements

"Specified Representations"/"Repeating Representations" Definition

Captures the definitions of "Specified Representations", "Repeating Representations" and "Major Representations".

Credit, facility and loan agreements

"Specified Transaction" Definition

Captures any modifications to the standard definition of "Specified Transaction".

International Swaps and Derivatives Association agreements

Square Footage of Premises

Captures the square footage of the leased premises, including any change to the square footage of the leased premises under an amendment to the lease. It is recommended that this smart field be used together with the Description of Premises and Address of Premises smart fields.

Commercial real estate leases from the United States and Canada, as well as some from England.

Standard of Care

Captures the level of caution that a receiving party must exercise with respect to confidential information.

Non-disclosure agreements

Standstill

Captures restrictions on certain actions of a bidding company in the context of a takeover.

Shareholders' agreements

Start Date

Captures the start date of the initial term of an agreement. This smart field is meant to be used in conjunction with the Effective Date smart field.

A variety of agreement types including service, supply, distribution, intellectual property and employment agreements

Start Date—Employment

Captures an employee's start date, as well as the effective date of the agreement.

Executive employment agreements

Status of Lenders and Documentation

Captures requirements of a lender to deliver to the borrower tax documentation.

Credit, facility and loan agreements

Subcontracting

This is a broad smart field that captures provisions relating to subcontracting or subprocessing. It includes the definitions of "Subcontractor" and "Subprocessor".

General commercial agreements like license and service agreements, in addition to data protection addenda

Subcontractor Restrictions and Conditions

Captures provisions requiring the business associate to ensure that its subcontractors (i) agree to the same restrictions and conditions that apply to the business associate with respect to protected health information; and (ii) implement appropriate safeguards.

Business associate agreements

Sublease—Equipment Lease

Captures lessee's right, if any, to sublease the leased property (including language prohibiting lessee from subleasing such property).

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Sublease/Assignment Profit-Sharing

Captures the requirement that any profit arising out of the sublease or assignment of the lease by the tenant will be shared with the landlord.

Commercial leases

Sublicensing Rights

Captures provisions relating to the right to sublicense. It includes the definitions of "Sublicense" and "Sublicensee", when sublicensing is permitted/prohibited, sublicense requirements, and conditions for granting a sublicense. It does not include sub-license payments or royalties to sub-licensees.

A variety of license agreements

Submission to Jurisdiction—ISDA

Captures which jurisdiction the parties would like to govern disputes between them.

International Swaps and Derivatives Association agreements

Subordination

Captures provisions which require a tenant to subordinate its rights under a lease to ground and underlying leases, and/or to the liens of any mortgages affecting the land or premises. This smart field also captures requirements for a party to obtain or enter into a subordination, non-disturbance, and attornment agreement.

Leases from the United States and Canada

Subrogation Waiver

Captures the agreement by the landlord and/or tenant to have their respective insurance companies waive any rights of subrogation that such companies may have against the landlord or tenant, as applicable.

Commercial leases

Subsidiaries Representation

Captures representations that a party has no subsidiaries other than as disclosed.

Share purchase agreements, asset purchase agreements and merger agreements

Subsidiaries Representation—Credit Agreement

Captures representations of the borrower with respect to its subsidiaries.

Credit, facility and loan agreements

"Subsidiary" Definition

Captures the definition of a subsidiary.

Underwriting agreements and purchase agreements

Subsidiary Guarantees

Captures the types of subsidiaries that must guarantee credit facilities.

Commitment letters

Substitution Date/Exchange Date

Captures any modifications to the standard definitions of "Substitution Date" or "Exchange Date".

The Credit Support Annexes for International Swaps and Derivatives Association agreements

Successor Trustee by Merger—Bond Indenture

Captures the provision concerning a consolidation, merger, conversion, or transfer of assets of the indenture trustee with another entity that becomes the successor trustee.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Successors and Assigns

Captures an acknowledgment by the parties that the agreement will be binding upon their successors and assigns.

A variety of agreement types including service, supply, distribution, intellectual property and employment agreements

"Superior Proposal" Definition

Captures the definition of "Superior Proposal".

Arrangement agreements and merger agreements

Supermajority Approval

Captures waivers, amendments and other actions requiring the consent of the lenders included in the definition of "Supermajority Lenders".

Credit, facility and loan agreements

"Supermajority Lenders" Definition

Captures the definition of "Supermajority Lenders".

Credit and loan agreements

Supplemental Indentures/Amendments with Holder Consent—Bond Indenture

Captures the supplements, amendments and other actions requiring the consent of the holders of the debt security affected thereby.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Supplemental Indentures/Amendments without Holder Consent—Bond Indenture

Captures the supplements, amendments and other actions not requiring the consent of the holders of the debt security.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Surrender

Captures a tenant's obligations with respect to the leased premises at the expiration of the term of a lease.

Leases from the United States and Canada

Survival

Captures survival provisions (the extent to which provisions survive termination of the agreement).

A variety of document types including supply, service, employment, and distribution agreements

Survival of Purchase Agreement Provisions

Captures the length of time for which purchase agreement provisions will survive after closing of the transaction.

Share purchase agreements, asset purchase agreements and merger agreements

Suspension

Captures provisions relating to the provider's right to suspend the customer's access to the services. It does not capture provisions relating to (i) maintenance or other exceptions to uptime commitments; or (ii) force majeure.

Software as a service agreements

"Swap Obligation" Definition

Captures the definition of "Swap Obligations" in the context of the U.S. Commodity Exchange Act rules and similar rules.

Credit, facility and loan agreements

Swap/Hedging Agreements Covenant

Captures covenants of a borrower not to enter into any swap or hedging agreements.

Credit, facility and loan agreements

Tag Along Rights

Captures tag along rights (the right of a minority shareholder to sell its shares along with a selling shareholder).

Shareholders' agreements

Tax Allocation—LPA/LLC

Captures general tax-related allocations of income, gain, loss, etc. to the partners or members, including allocation of tax credits, recapture and "built-in" gain/loss adjustments resulting from property contributed to the partnership/company.

Limited partnership agreements and LLC operating agreements

Tax Classification/Check-The-Box—LPA/LLC

Captures provisions describing the intended entity classification of a limited partnership or limited liability company for U.S. tax purposes, including the right, if any, of the general partner or manager to make the so-called "check-the-box" election to have the limited partnership or limited liability company be treated as a corporation for U.S. tax purposes. This smart field does not capture any obligations or limitations that may be imposed on partners or members to preserve the partnership/company's intended classification.

Limited partnership agreements and LLC operating agreements

Tax Gross-Up

Captures requirements that a borrower will gross up any amounts owing to the lenders to compensate for any withholding taxes that are withheld on amounts payable under the agreement (so that the lender receives an amount equal to the payment it would have received if no tax withholding had been required).

Credit, facility and loan agreements

Tax Indemnification by Borrower

Captures indemnification obligations of the borrower with respect to taxes payable pursuant to the loan documents.

Credit, facility and loan agreements

Tax Information—LPA/LLC

Captures the obligation of the general partner or manager to provide partners or members with information required for tax filing purposes.

Limited partnership agreements and LLC operating agreements

Tax Matters Partner/Partnership Representative—LPA/LLC

Captures the designation of a Tax Matters Partner/Member or a Partnership Representative for tax purposes as well as the rights and responsibilities that attend such designation where specified.

Limited partnership agreements and LLC operating agreements

Tax Provisions—ISDA

Captures tax-related provisions in the schedule to the International Swaps and Derivatives Association master agreement (other than tax representations which can be captured using a separate smart field).

International Swaps and Derivatives Association agreements

Tax Refund/Credit

Captures tax refund provisions, whereby a party agrees that if it receives a refund or credit for amounts for which it has been indemnified it will pay such amounts to the indemnifying party.

Credit, facility and loan agreements

Tax Representations

Captures the tax representations made by the parties.

International Swaps and Derivatives Association agreements

Tax Withholding—LPA/LLC

Captures the right of the general partner or manager to deduct or withhold taxes from any payment made to a partner or member as required by applicable law. It also captures the option for the partnership or company to make loans or advances to the applicable partners or members for the purposes of paying such withholding tax on their behalf.

Limited partnership agreements and LLC operating agreements

Taxes Covenant—Bond Indenture

Captures the covenant of the issuer to pay all taxes, assessments and government charges levied on the issuer in a timely manner.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

"Taxes" Definition

Captures the definitions of "Tax" and "Taxes".

Credit, facility and loan agreements

Taxes Representation

Captures representations with respect to taxes.

Share purchase agreements, asset purchase agreements and merger agreements

Taxes Representation—Credit Agreement

Captures general tax representations, including that a loan party/obligor has (i) timely filed all tax returns, (ii) paid all applicable taxes that are due and payable and (iii) made adequate provision for any taxes that are being contested in good faith. This smart field does not capture representations relating to withholding tax on payments under the agreement or to other taxes/duties (e.g. stamp duties, registration fees, etc.) payable in respect of the agreement.

Credit, facility and loan agreements

Tax-Free Reorganization (U.S.)

Captures the parties' intention for the transaction to qualify as a tax-free reorganization for United States federal income tax purposes. It does not capture affirmative or negative covenants relating to such tax-free treatment. It also does not capture a party's obligation to provide a legal opinion regarding such tax-free treatment.

Arrangement agreements and merger agreements

Technical and Organizational Measures

Captures all provisions with respect to technical and organizational measures that must be put into place to protect data.

General commercial agreements like license and service agreements, in addition to data protection addenda

Tenant

Captures the name of a tenant.

Commercial and residential real estate leases governed by the laws of England and Wales

Tenant Allowances—Lease Accounting

Captures improvement and other allowances provided by a landlord to a tenant. It also generally captures monetary restrictions on the use of an allowance, the requirement to amortize all or a portion of an allowance, and a tenant's right, if any, to the residual amount of an allowance. It does not capture management or supervisory fees paid to a landlord out of any such allowance in respect of improvements to the leased premises.

Primarily on (i) United States and Canadian commercial real estate leases, and (ii) United States equipment and other non-real estate leases (including some aircraft leases)

Tenant Insurance Obligations

Captures the obligation of a tenant to obtain and maintain ongoing insurance, including general liability, property, workers' compensation, and other types of insurance, and the specifications for such insurance and obligations to deliver evidence thereof. This smart field does not capture any obligation of a tenant or any contractor to maintain insurance in connection with construction at the property, or any obligation of a tenant to reimburse the landlord for insurance maintained by the landlord.

United States and Canadian commercial leases

Tenant Transfer Rights to Affiliate

Captures the right of a tenant to transfer its rights under a lease to an affiliate without the permission of the landlord.

Commercial leases

Tenant's Default—Cure Periods for Monetary Defaults

Captures the amount of time a tenant has, if any, to cure a default in its performance of a monetary obligation under a lease.

Leases from the United States and Canada

Term & Renewal—Equipment Lease

Captures the term of a lease, including any options to renew or extend such term.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Term and Renewal

Captures the initial term of an agreement and any extensions or renewals.

A variety of agreement types including service, supply, distribution, intellectual property, employment, and franchise agreements

Termination

Captures general termination provisions.

A variety of document types including supply, service, employment, distribution, and franchise agreements

Termination—Purchase/Merger Agreement

Captures the termination provision in a purchase agreement, including the effects of termination. It does not capture provisions relating to termination fees or liability for expenses on termination.

Share purchase agreements, asset purchase agreements, arrangement agreements and merger agreements

Termination and Reduction of Commitment

Captures the notice requirements for either the lender or the borrower to terminate the loan commitments under the agreement.

Credit, facility and loan agreements

Termination Currency

Captures the currency in which payments will be made under terminated transactions.

International Swaps and Derivatives Association agreements

Termination Damages—Lease

Captures any damages, fees or other penalties payable by the tenant to the landlord in the event of an early termination of the lease, whether for default or otherwise.

Commercial leases

Termination Fee

Captures the fees payable by the purchaser and/or seller if a purchase agreement is terminated prior to closing.

Share purchase agreements, asset purchase agreements and merger agreements

Termination for Casualty—Lease

Captures the right of a tenant and/or landlord to terminate the lease in the event of damage or destruction to the leased premises.

Commercial leases

Termination for Cause or Breach

Captures the right of a party to terminate an agreement for cause or breach.

A variety of document types including supply, service, employment and distribution agreements

Termination for Condemnation—Lease

Captures lease termination provisions triggered by the leased premises becoming condemned or being appropriated by a public authority, in whole or in part.

Commercial leases

Termination for Convenience

Captures the right of a party to terminate an agreement without justification.

A variety of agreement types including service, supply, distribution, intellectual property, employment, and franchise agreements

Termination for Insolvency

Captures the right of a party to terminate an agreement for insolvency.

A variety of document types including supply, service, employment and distribution agreements

Termination for Material Adverse Effect

Captures both the closing condition that no material adverse effect or change has occurred, and the specific right to terminate the agreement in the event of a material adverse effect or change in the termination section.

Share purchase agreements, asset purchase agreements and merger agreements

Termination for Material Breach

Captures the covered entity's right to terminate the business associate agreement in the event of a material breach by the business associate.

Business associate agreements

Termination of Benefit Plans

Captures a target's obligation to terminate 401(K) plans and other similar benefit plans in connection with the consummation of an acquisition.

Arrangement agreements and merger agreements

Termination of Shareholders' Agreement

Captures the way in which a shareholders' agreement may be terminated.

Shareholders' agreements

Termination Procedures

Captures the procedures that must be followed in order to terminate an agreement.

A variety of document types including supply, service, employment and distribution agreements

Territory

Captures the concept of "territory" in an agreement, typically with respect to a grant of license or distribution rights.

A variety of agreement types including service, supply, distribution and intellectual property agreements

Third Party Beneficiaries

Captures acknowledgements that an agreement is not intended to benefit anyone other than the parties to the agreement.

Share purchase agreements, asset purchase agreements and merger agreements

Third-Party ClaimsCaptures indemnification procedures specifically for claims by a third party against an indemnified party (as opposed to direct claims).Share purchase agreements, asset purchase agreements and merger agreements

Threshold

Captures the definition of "Threshold" which is used to determine whether an event of default has taken place.

International Swaps and Derivatives Association agreements

Threshold—CSA

Captures the level of unsecured exposure before any collateral is called. It can be a specific monetary amount or linked to a credit ratings matrix.

The Credit Support Annexes for International Swaps and Derivatives Association agreements, but was not trained on the 2016 Credit Support Annexes

Time of Filing

Captures the time of filing the Uniform Commercial Code financing statement. Redactions or poor font quality may impact the accuracy of this smart field.

Standard UCC-1 forms

Time of the Essence

Captures acknowledgments by the parties that time is "of the essence".

A variety of commercial agreement types including service, supply, distribution and license agreements

Timing of Rent Payment—Equipment Lease

Captures timing of rental payments under a lease.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Title

Captures the title of an agreement.

A variety of agreement types including service, supply, distribution, intellectual property, purchase and employment agreements

Title to Equipment—Equipment Lease

Captures provisions addressing lessor's legal title to and ownership interest in the leased property, including any alterations or improvements thereto. It also captures any transfer of title from lessor to lessee.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Title to Properties Representation

Captures representations of a borrower that it has good and marketable title to its assets, and that its assets are not subject to liens (other than permitted liens).

Credit, facility and loan agreements

Title, Sufficiency and Condition of Assets Representation

Captures representations that a party has good and marketable title to the assets being sold, that the assets are in good condition and/or that the assets represent all the assets necessary to conduct the purchased business.

Share purchase agreements, asset purchase agreements and merger agreements

Title/Risk of Loss

Captures provisions addressing when title and/or risk of loss with respect to goods or products supplied under a commercial agreement passes from seller to buyer.

Primarily on service, supply, distribution and intellectual property agreements

Total Ineligibility Date

Captures whether the parties have agreed to modify the standard definition of "Total Ineligibility Date".

2016 Credit Support Annexes for International Swaps and Derivatives Association agreements only

Total Investment

Captures the paragraph discussing the total investment required to start the franchise.

Franchise disclosure documents

Total Investment Range Amount

Captures the total investment range, expressed in dollar amounts.

Franchise disclosure documents

"Transaction Documents" Definition

Captures the definition of transaction documents.

Purchase agreements

Transactions with Affiliates Covenant

Captures covenants of a borrower with respect to engaging in transactions with affiliates or non-arm's length parties.

Credit, facility and loan agreements

Transactions with Affiliates Covenant—Bond Indenture

Captures the covenant limiting the issuer's ability to engage in transactions with affiliates to specified circumstances.

High yield corporate debt security indentures governed by the laws of the United States and Canada

Transfer—Franchise Agreements

Captures all provisions governing the n-term transfer of a franchise agreement (and corresponding rights and interests, etc.) by franchisee or franchisor to a third party, including necessary consents and conditions to effect the transfer. This smart field also captures instances where unauthorized transfers will trigger termination.

Franchise agreements

Transfer Ineligibility Date

Captures whether the parties have agreed to modify the standard definition of "Transfer Ineligibility Date".

2016 Credit Support Annexes for International Swaps and Derivatives Association agreements only

Transfer of Data

Captures provisions relating to the transfer of data, generally and internationally.

General commercial agreements like license and service agreements, in addition to data protection addenda

Transfer of Interest Amount

Captures the time at which the transfer of interest amount will be made to the transferor.

The Credit Support Annexes for International Swaps and Derivatives Association agreements

Transfer of Shares

Captures any provisions with respect to the transfer of a shareholder's shares.

Shareholders' agreements

Transfer Timing

Captures any modifications to the standard provision regarding the time for transfers of collateral.

The Credit Support Annexes for International Swaps and Derivatives Association agreements

Transferability of Options

Captures provisions relating to the option holder's ability to transfer, assign, pledge or hypothecate the stock option.

Option agreements

Treatment of Target Equity Awards

Captures provisions addressing the treatment of the target's equity awards pursuant to a plan of arrangement or merger.

Arrangement agreements and merger agreements

Trustee Compensation and Indemnity—Bond Indenture

Captures the circumstances under which the indenture trustee will be compensated, indemnified, and reimbursed by the issuer.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Trustee Conflict of Interests—Bond Indenture

Captures the provision related to the indenture trustee acquiring and eliminating a conflict of interest regarding the trustee's role and its role in any other capacity.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Trustee May Enforce Claims Without Possession of Securities—Bond Indenture

Captures instances where all rights of action and claims under the corporate debt securities or the indenture may be enforced by the trustee, even if it does not possess any of the corporate debt securities or does not produce any of them in the proceeding.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Trustee May File Proofs of Claim—Bond Indenture

Captures instances where the trustee may file proofs of claim or other documents as may be necessary or advisable to have the claims of the trustee and of the holders of the corporate debt securities allowed in any judicial proceeding.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Trustee May Hold Securities, Notes, and Senior Indebtedness—Bond Indenture

Captures the ability of the indenture trustee to become the owner of securities or notes, hold senior indebtedness, and otherwise deal with the issuer or any affiliate with the same rights, as if it was not the indenture trustee.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Trustee's Disclaimer—Bond Indenture

Captures the disclaimers of the indenture trustee regarding certain items contained in and related to the indenture.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Trustee's Notice of Defaults—Bond Indenture

Captures the notice obligations of the indenture trustee in the event of a default. It also captures when the indenture trustee may withhold notice from holders of certain defaults.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Type of UCC Form

Captures the title of the Uniform Commercial Code financing statement.

Standard UCC-1 forms

Umbrella/Excess Liability Insurance

Captures a party's obligation to obtain umbrella or excess liability insurance, but does not include insurance-related indemnity obligations.

A variety of agreement types including service, intellectual property, supply, and distribution agreements

Unanimous Lender Approval

Captures waivers, amendments and other actions requiring the consent of every lender (or every lender in a particular class).

Credit, facility and loan agreements

Unauthorized Use or Disclosure, Breach or Security Incident

Captures the obligations of the parties in the event of any unauthorized use or disclosure of protected health information, breach of unsecured protected health information or security incident. It does not capture (i) the obligation to mitigate (which is captured under a separate smart field); (ii) liability for costs; (iii) contact information; or (iv) general obligations to comply with the Health Insurance Portability and Accountability Act (HIPAA) or other applicable laws.

Business associate agreements

Unavailability of Screen Rate/Absence of Quotation—Bond Indenture

Captures the process for determining LIBOR when the initial determination of LIBOR is temporarily unavailable.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Unavailability of Screen Rate/Absence of Quotation—Credit Agreement

Captures the process for determining the applicable screen rate in the event such screen rate is temporarily unavailable.

Credit, facility and loan agreements, but not on intercreditor agreements

Underletting—Circumstances/Conditions

Captures any circumstances where a landlord can reasonably refuse consent to underlet/sublet and any conditions to which consent can be subject.

Commercial and residential real estate leases governed by the laws of England and Wales

Underletting—Permitted/Prohibited

Captures whether underletting/subletting is permitted or prohibited under a lease, but excludes a tenant's ability to grant a sub-tenant permission to underlet.

Commercial and residential real estate leases governed by the laws of England and Wales

Undertaking for Costs—Bond Indenture

Captures provisions specifying that a court may, in its discretion, require the filing by any party litigant of an undertaking to pay the costs of the suit. This smart field also captures limitations as to this undertaking for costs.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Unilateral Tenant Termination Rights—Lease

Captures express rights of a tenant to unilaterally terminate a lease in full or with respect to a portion of the leased premises for convenience. This smart field does not capture tenant termination rights that are contingent on the occurrence of certain events (such as delay of possession, damage to building, or breach of exclusivity provisions).

Leases from the United States and Canada

Unrestricted Subsidiaries

Captures the definition of "Unrestricted Subsidiaries" as well as the rules for designating "Unrestricted Subsidiaries".

Credit, facility and loan agreements

Unrestricted Subsidiaries—Commitment Letter

Captures the right of a borrower to designate unrestricted subsidiaries.

Commitment letters

"Unrestricted Subsidiary" Definition—Bond Indenture

Captures the definition of "Unrestricted Subsidiary" and similar terms.

High-yield corporate debt security indentures governed by the laws of the United States and Canada

Updated Disclosure Schedules

Captures provisions that either allow or require the seller to update the disclosure schedules prior to closing.

Share purchase agreements, asset purchase agreements and merger agreements

Upfront/Arrangement Fees

Captures fees payable to the lead arranger.

Credit, facility and loan agreements

Upfront/Initial Payments

Captures payments that are due on execution of an agreement or within a certain number of days after execution, including deposits.

A variety of agreement types including service, intellectual property, supply and distribution agreements

Use Limited to Purpose

Captures the requirement that confidential information only be used in connection with the purpose for which it was shared.

Non-disclosure agreements

Use of Equipment—Equipment Lease

Captures provisions addressing lessee's right to use the leased property.

Primarily on United States equipment and other non-real estate leases (including some aircraft leases)

Use of Posted Collateral

Captures whether the standard provisions allowing rehypothecation apply, as well as any additional eligibility requirements.

The Credit Support Annexes for International Swaps and Derivatives Association agreements, and applies only to those governed by New York law

Use of Premises

Captures a tenant's permitted uses of the leased premises.

United States and Canadian commercial leases

Use of Proceeds/Purpose

Captures the permitted uses of funds from credit facilities.

Commitment letters

Utilities

Captures obligations of a party to install, provide, or pay for water, gas, sewer, and electricity at a leased property.

United States and Canadian commercial leases

Utilities (Obligation to Pay)

Captures a tenant's obligation to pay for utilities, including water, gas, sewage and electricity.

Commercial and residential real estate leases governed by the laws of England and Wales

Valuation Agent

Captures the identity of the valuation agent and the circumstances under which that valuation agent can be replaced.

The Credit Support Annexes for International Swaps and Derivatives Association agreements

Valuation Date

Captures the frequency at which exposure and collateral are revalued by the valuation agent.

The Credit Support Annexes for International Swaps and Derivatives Association agreements

Valuation Date Location

Captures the location(s) designated by each party for determining the Valuation Date.

2016 Credit Support Annexes for International Swaps and Derivatives Association agreements only

Valuation Percentage

Captures the definition of "Valuation Percentage" with respect to an item of Eligible Credit Support, but it does not capture the specific percentages for each such item as set out under the "Eligible Credit Support" section.

2016 Credit Support Annexes for International Swaps and Derivatives Association agreements only

Valuation Time

Captures the time at which a valuation is to be made on the valuation date.

The Credit Support Annexes for International Swaps and Derivatives Association agreements

Value—Dispute and Resolution

Captures how "value" will be calculated in the context of dispute resolution.

The Credit Support Annexes for International Swaps and Derivatives Association agreements

Value-Added Tax

Captures provisions with respect to any value-added taxes payable by the parties in connection with the agreement.

U.K. facility agreements

Value-Added Tax (Broad)

Captures the value-added tax provisions in an agreement, including related definitions.

A variety of agreement types including service, intellectual property, supply and distribution agreements

VAT (Obligation to Pay)

Captures the obligation to pay VAT on amounts payable under a lease, including VAT rents. This smart field also captures statements of whether amounts payable are exclusive of VAT.

Commercial and residential real estate leases governed by the laws of England and Wales

Venue

Captures the location in which litigation connected with an agreement must occur.

A variety of agreement types including service, supply, distribution, intellectual property, purchase and employment agreements

Vesting Commencement Date

Captures the specific date from which the stock option shall begin to vest if specified in the agreement.

Option agreements

Vesting Schedule

Captures the schedule according to which the stock option shall vest and become exercisable. However, it will not capture subsequent changes to the vesting schedule as a result of certain events (e.g. acceleration on change of control). This smart field may not capture vesting schedules presented in table format.

Option agreements

Veto/Approval Rights

Captures the rights of shareholders to veto or approve of certain actions of the company.

Shareholders' agreements

Voluntary Prepayments—Credit Agreement

Captures any rights of the borrower to prepay the loan, including any notice and minimum amount requirements.

Credit, facility and loan agreements

Voting at Directors Meetings

Captures the general rule on the number of votes required to pass resolutions at directors meetings, but does not capture rules concerning sole directors.

Articles and bylaws from the United States, Canada, and England and Wales

Voting/Waivers and Amendments

Captures the waiver and amendment provisions applicable to a credit facility.

Commitment letters

Waiver

Captures the conditions under which a party is deemed to waive its rights under the agreement.

A variety of agreement types including service, supply, distribution, intellectual property, purchase and employment agreements

Waiver of Jury Trial—ISDA

Captures whether the parties have waived their right to a jury trial.

International Swaps and Derivatives Association agreements

Waiver of Past Defaults—Bond Indenture

Captures instances where the holders of a majority of aggregate principal amount of outstanding corporate debt securities may waive existing defaults.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Waiver of Stay, Extension and Usury Laws Covenant—Bond Indenture

Captures the covenant of the issuer to waive any stay, extension and usury laws that would affect compliance with the covenants or performance of the indenture.

Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada

Waiver of Termination Rights—Lease

Captures an acknowledgement by a landlord or tenant that it has waived its right to terminate the lease under any statute or rule of law.

Commercial leases

Waiver re Application of 1111(b)—Intercreditor Agreement

Captures the agreement by junior secured creditors to waive any claim against one or more senior secured creditors arising out of the election by any such senior secured creditor of the application of Section 1111(b) of the U.S. Bankruptcy Code. It also captures the agreement by junior secured creditors to refrain from making any election under Section 1111(b).

United States intercreditor agreements

Warranty

Captures a guarantee by a party to repair or replace if necessary within a specified period of time, but does not capture warranties in asset purchase agreements, share purchase agreements or merger agreements. This smart field does not capture disclaimers of warranties.

A variety of agreement types including service, supply, distribution and intellectual property agreements

Waterfall—Credit Agreement

Captures the application and priority of the distribution of funds following an event of default.

Credit, facility and loan agreements, but not on intercreditor agreements

"Willful Breach" Definition

Captures the definition of "Willful Breach".

Arrangement agreements and merger agreements

Work Hours/Overtime

Captures an employee's work hours, any overtime work that may be required, and whether additional compensation will be provided.

Executive employment agreements

Working Capital Adjustments

Captures all pre-closing and post-closing adjustments to the aggregate purchase price based on working capital.

Share purchase agreements, asset purchase agreements and merger agreements

"Working Capital" Definition

Captures the definition of the working capital in connection with the transaction. It does not include working capital adjustments.

Share purchase agreements, asset purchase agreements and merger agreements

Yield / Applicable Margin—Most Favored Nation—Incremental Facility

Captures the most favored nation provision for incremental facilities / increases in commitment with respect to yield / applicable margin. This smart field has not been trained to capture similar provisions regarding refinance / replacement facilities, incremental notes, or incremental equivalent debt. It is recommended that this smart field be used together with the other Incremental Facility smart fields.

Credit, facility, and loan agreements

Yield Protection

Captures yield protection provisions.

Commitment letters