Centersquare Phoenix revolver: third amendment

What the amendment changed in the agreement, read from the marked-up copy attached to the filing: struck text was deleted, underlined text was added. Start with the figures and defined terms, then read each change in place.

Csquare S-1 Exhibit 10.14: Phoenix revolver amendment (3) on SEC EDGAR

Randeep Bubbra | Lawyer | Making the next generation of infrastructure financeable · Firm profile · Updated 27 October 2026

Provisions changed: 106
Sections touched: 9
Defined terms added: 22
Defined terms deleted: 6
Words inserted: 2,621
Words deleted: 1,032

Figures

Numbers that changed

Amounts, percentages, ratios and periods deleted or inserted in the same provision. Read each in context below.

Provision	Deleted figures	Inserted figures
“Daily Simple CORRA Adjustment”	–	32.138 basis points
“Minimum Borrowing Amount”	–	$1,000,000
“Term CORRA Adjustment”	–	0.29547%, 0.32138%
Section 5 Payments	–	$1,000,000, $100,000
Section 5 Payments	~~60.0%, 1.20 to 1.00~~	75%
Section 5 Payments	~~60%, 1.20 to 1.00~~	75%
Section 5 Payments	–	366 days, 366 days
Section 7 Conditions Precedent to All Credit Events after the Closing Date	~~1.20 to 1.00~~	–

Defined terms

Definitions added, deleted and amended

Added 22

Adjusted Term CORRA
Adjusted Term CORRA Borrowing
Alternative Currency
Alternative Currency Equivalent
Automatic Continuation
CORRA
CORRA Determination Date
CORRA Rate Date
CORRA Administrator
CORRA Loan
Daily Simple CORRA Adjustment
Daily Simple CORRA Borrowing
Daily Simple CORRA Loan
Dollar Equivalent
Foreign Currency
Periodic Term CORRA Determination Date
Revaluation Date
Term CORRA
Term CORRA Adjustment
Term CORRA Reference Rate
and 2 more below

Deleted 6

Consolidated Cash Interest Expense
Fixed Charges
Fixed Charge Coverage Ratio
Second Amendment
Second Amendment Effective Date
Series

Amended 17

Applicable Margin
Benchmark
Business Day
Change of Control
Conforming Changes
Determination Date
Fee Letter
Minimum Borrowing Amount
Overnight Rate
Revolving Credit Commitment
Revolving Credit Maturity Date
SOFR Average
SOFR Average Determination Date
Sponsor
Sponsor Guaranty
Spot Rate
Term SOFR

The redline

Every change, provision by provision

~~Deleted text~~ Inserted text

Search the changes

Section 11 Entire Agreement 6 changes

First Amendment to Credit Agreement, dated April 17, 2024 ~~and~~,
Second Amendment to Credit Agreement, dated February 28, 2025 and
Third Amendment to Credit Agreement, dated December 22, 2025
as amended as of April 17, 2024
as further amended February 28, 2025
as further amended as of December 22, 2025

Section 1 Definitions 2 1 change

1.6 Exchange Rates; Currency Equivalents 6874

Section 7 Conditions Precedent to All Credit Events after the Closing Date 119 1 change

7.2 LTV ~~and Fixed Charge Coverage Ratio~~ ~~110~~120

Section 1 Definitions 62 changes

“Adjusted Term CORRA” “Adjusted Term CORRA” shall mean for purposes of any calculation, the rate per annum equal to (a) Term CORRA for such calculation plus (b) the Term CORRA Adjustment; provided that if Adjusted Term CORRA as so determined shall ever be less than the Floor, then Adjusted Term CORRA shall be deemed to be the Floor.
“Adjusted Term CORRA Borrowing” “Adjusted Term CORRA Borrowing” shall mean a Borrowing comprised of Loans bearing interest at a rate determined by reference to Adjusted Term CORRA.
“Alternative Currency” “Alternative Currency” means each of (a) Canadian Dollars and (b) such other currency as requested by Borrowers and consented to by Agent and each applicable Lender.
“Alternative Currency Equivalent” “Alternative Currency Equivalent” means, subject to Section 1.6, for any amount, at the time of determination thereof, with respect to any amount expressed in Dollars, the equivalent of such amount thereof in the applicable Alternative Currency as determined by the Administrative Agent in its sole discretion by reference to the most recent Spot Rate (as determined as of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.
“Applicable Margin” “Applicable Margin” shall mean a percentage per annum equal to (a) for SOFR Loans, and CORRA Loans that are Revolving Credit Loans, 3.00% and (b) for ABR Loans that are Revolving Credit Loans, 2.00%.
“Automatic Continuation” “Automatic Continuation” shall have the meaning provided in Section 2.6(b).
“Benchmark” “Benchmark” shall mean, initially, with respect to any (a) Obligations, interest fees, commissions or other amounts denominated in, or calculated with respect to, Dollars, the Term SOFR Reference Rate or SOFR Average; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate, SOFR Average or the then-current Benchmark for Dollars, then “Benchmark” shall mean the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (a) of Section 2.18. and (b) Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Canadian Dollars, the Term CORRA Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term CORRA Reference Rate or then-current Benchmark for Canadian Dollars, then “Benchmark” means, with respect to such Obligations, interest, fees, commissions or other amounts, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (a) of Section 2.18.
~~(II) [reserved].~~
(II) with respect to any Benchmark Transition Event with respect to a Benchmark applicable to Canadia Dollar-denominated Loans: the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:
(a)Daily Simple CORRA; and
(b) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment; provided that, in the case of clause (ii) above, such adjustment shall not be in the form of an increase to the Applicable Margin.
If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Credit Documents.
“Business Day” “Business Day” shall mean, for any borrowing, interest, fees or other amounts denominated in, or calculated with respect to (a) Dollars any day excluding Saturday, Sunday, and any other day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities, and (b) Canadian Dollars, any day excluding Saturday, Sunday or a day on which banks are closed for general business in Toronto, Ontario.
“Change of Control” “Change of Control” shall mean and be deemed to have occurred if (i) at any time prior to an IPO, the Permitted Holders shall at any time not own, in the aggregate, directly or indirectly, beneficially and of record, at least 50% of the voting power of the outstanding Voting Stock of the Parent Borrower or (ii) at any time on and after an IPO, any Person, entity, or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended), other than the Permitted Holders, shall at any time have acquired direct or indirect beneficial ownership of a percentage of the voting power of the outstanding Voting Stock of the Parent Borrower that exceeds 35% thereof, unless the Permitted Holders have, at such time, the right or the ability by voting power, contract, or otherwise to elect or designate for election at least a majority of the board of directors of the Parent Borrower. For the purpose of clauses (i) and (ii), at any time when a majority of the outstanding Voting Stock of the Parent Borrower is directly or indirectly owned by a Parent Entity or, if applicable, a Parent Entity acts as the manager, managing member or general partner of the Parent Borrower, references in this definition to “the Parent Borrower” shall be deemed to refer to the ultimate Parent Entity that directly or indirectly owns such Voting Stock or acts as (or, if applicable, is a Parent Entity that directly or indirectly owns a majority of the outstanding Voting Stock of) such manager, managing member or general partner. For purposes of this definition, (x) “beneficial ownership” shall be as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act, (y) the phrase Person or “group” is within the meaning of Section 13(d) or 14(d) of the Exchange Act, but excluding any employee benefit plan of such Person or “group” and its subsidiaries and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, and (z) if any Person or “group” includes one or more Permitted Holders, the issued and outstanding Equity Interests of the Parent Borrower or the IPO Entity, as applicable, directly or indirectly owned by the Permitted Holders that are part of such Person or “group” shall not be treated as being owned by such Person or “group” for purposes of determining whether clause (ii) of this definition is triggered.
“Conforming Changes” “Conforming Changes” shall mean, with respect to either the use or administration of Term SOFR or, SOFR Average or Adjusted Term CORRA or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR”, the definition of “Business Day”, the definition of “Determination ~~Day~~Date”, the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods and other technical, administrative or operational matters) that the Administrative Agent decides (in consultation with the Borrower) may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides (in consultation with the Borrower) that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides (in consultation with the Borrower) is reasonably necessary in connection with the administration of this Agreement and the other Credit Documents).
“Consolidated Cash Interest Expense” “Consolidated Cash Interest Expense” shall mean the sum of cash interest expense (including that attributable to Capitalized Lease Obligations), net of cash interest income of such Person and its Subsidiaries with respect to all outstanding Indebtedness of such Person and its Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under hedging agreements, but excluding, for the avoidance of doubt, (a) amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses and any other amounts of non-cash interest (including as a result of the effects of acquisition method accounting or pushdown accounting), (b) non-cash interest expense attributable to the movement of the mark-to-market valuation of Indebtedness or obligations under Hedging Obligations or other derivative instruments pursuant to FASB Accounting Standards Codification Topic 815—Derivatives and Hedging, (c) any one-time cash costs associated with breakage in respect of hedging agreements for interest rates, (d) commissions, discounts, yield, make-whole premium and other Securitization Fees (including any interest expense) incurred in connection with any Permitted Securitization Facility, (e) any “additional interest” owing pursuant to a registration rights agreement with respect to any securities, (f) any payments with respect to make-whole premiums or other breakage costs of any Indebtedness, including, without limitation, any Indebtedness issued in connection with the Transactions, (g) penalties and interest relating to taxes, (h) accretion or accrual of discounted liabilities not constituting Indebtedness, (i) interest expense attributable to a direct or indirect parent entity resulting from push-down accounting, (j) any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization or purchase accounting, and (k) any interest expense attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential), with respect thereto and with respect to the Transactions, any acquisition or Investment permitted hereunder, all as calculated on a consolidated basis. For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.
“CORRA” “CORRA” shall mean a rate equal to the Canadian Overnight Repo Rate Average, as administered and published by the CORRA Administrator.
“CORRA Determination Date” “CORRA Determination Date” shall have the meaning specified in the definition of “Daily Simple CORRA.”
“CORRA Rate Date” “CORRA Rate Date” shall have the meaning specified in the definition of “Daily Simple CORRA.”
“CORRA Administrator” “CORRA Administrator” shall mean the Bank of Canada (or any successor administrator of the Term CORRA Reference Rate).
“CORRA Loan” “CORRA Loan” shall mean a Loan that bears interest at a rate determined by reference to Adjusted Term CORRA.
“Daily Simple CORRA”: For any day (a “CORRA Rate Date”), a rate per annum equal to the greater of (a) the sum of (x) CORRA for the day (such day, a “CORRA Determination Date”) that is five (5) Business Days prior to (i) if such CORRA Rate Day is a Business Day, such CORRA Rate Day or (II) if such CORRA Rate Date is not a Business Day, the Business Day immediately preceding such CORRA Rate Day, in each case, as such CORRA is published by the CORRA Administrator on the CORRA Administrator’s Website, plus (y) the Daily Simple CORRA Adjustment and (b) the Floor. If by 5:00 p.m. Toronto time on the first (1st) Business Day immediately following any CORRA Determination Date, CORRA in respect of such CORRA Determination Date has not been published on the CORRA Administrator’s Website and a Benchmark Replacement Date with respect to Daily Simple CORRA has not occurred, then CORRA for such CORRA Determination Date will be CORRA as published in respect of the first preceding Business Day for which such CORRA was published on the CORRA Administrator’s Website; provided further that CORRA as determined pursuant to this proviso shall be utilized for purposes of calculation of Daily Simple CORRA for no more than three (3) consecutive CORRA Rate Days; provided that in no event shall Daily Simple CORRA determined pursuant to this sentence be less than the Floor. Any change in Daily Simple CORRA due to a change in CORRA shall be effective from and including the effective date of such change in CORRA without notice to Borrower.
“Daily Simple CORRA Adjustment” “Daily Simple CORRA Adjustment” shall mean a percentage equal to 0.32138 (32.138 basis points) per annum.
“Daily Simple CORRA Borrowing” “Daily Simple CORRA Borrowing” shall mean a Borrowing comprised of Loans bearing interest at a rate determined by reference to Daily Simple CORRA.
“Daily Simple CORRA Loan” “Daily Simple CORRA Loan” shall mean any Loan at such time as interest thereon accrues at a rate of interest based upon Daily Simple CORRA.
“Determination Date” “Determination ~~Day~~Date” has the meaning specified in the definition of “Term SOFR”.
“Dollar Equivalent” “Dollar Equivalent” means, subject to Section 1.6, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount and (b) if such amount is expressed in an Alternative Currency, the equivalent of such amount in Dollars as determined by the Administrative Agent at such time in its sole discretion by reference to the most recent Spot Rate for such Alternative Currency (as determined as of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.
“Fee Letter” “Fee Letter” shall mean that certain Fee Letter, dated as of ~~October 31, 2023~~December 22, 2025, among each of the Joint Lead Arrangers and the Parent Borrower, as amended, restated, amended and restated, supplemented or otherwise modified pursuant to any joinder agreements thereto.
“Fixed Charges” ~~“Fixed Charges” shall mean, with respect to any Person for any period, the sum of:~~
~~(i)~~ ~~Consolidated Cash Interest Expense of such Person and its Subsidiaries on a consolidated basis for such period,~~
~~(ii)~~ all dividend payments (excluding items eliminated in consolidation) on any series of preferred stock (including any Designated Preferred Stock) or any Refunding Capital Stock of such Person made during such period,
~~(iii)~~ regularly scheduled principal amortization payments during such period (excluding any balloon payments and, for the avoidance of doubt, any Excess Cash Flow sweep and mandatory prepayments made in connection with a Mandatory Prepayment Event).
“Fixed Charge Coverage Ratio” “Fixed Charge Coverage Ratio” shall mean, with respect to any Test Period following the Closing Date, the ratio of (i) Consolidated EBITDA of the Parent Borrower for such period to (ii) Fixed Charges made in cash during such period. Notwithstanding anything to the contrary contained herein, for purposes of determining the Fixed Charge Coverage Ratio for any Test Period that includes any of the first three full fiscal quarters ended after the Closing Date, the Consolidated EBITDA of the Parent Borrower and Fixed Charges, as applicable, for such period shall be: (a) for the Test Period consisting of the first full fiscal quarter of the Parent Borrower after the Closing Date, the Consolidated EBITDA of the Parent Borrower and Fixed Charges made in cash for the first full fiscal quarter after the Closing Date, in each case, multiplied by four; (b) for the Test Period consisting of the first two full fiscal quarters of the Parent Borrower after the Closing Date, the Consolidated EBITDA of the Parent Borrower and Fixed Charges made in cash for the first two full fiscal quarters of the Parent Borrower after the Closing Date, in each case, multiplied by two; and (c) for the Test Period consisting of the first three full fiscal quarters of the Parent Borrower after the Closing Date, the Consolidated EBITDA of the Borrower and Fixed Charges made in cash for the first three full fiscal quarters after the Closing Date, in each case, multiplied by 4/3.
“Foreign Currency” “Foreign Currency” shall mean any currency other than Dollars.
“Minimum Borrowing Amount” “Minimum Borrowing Amount” shall mean (i) with respect to a Borrowing of SOFR Loans, $1,000,000 (or, if less, the entire remaining applicable Commitments at the time of such Borrowing) ~~and~~, (ii) with respect to a Borrowing of ABR Loans, $1,000,000 (or, if less, the entire remaining applicable Commitments at the time of such Borrowing) and (iii) with respect to the Borrowing of CORRA Loans, $1,000,000 (or, if less, the entire remaining applicable Commitments at the time of such Borrowing).
“Overnight Rate” “Overnight Rate” shall mean, for any day, with respect to any amount denominated in (a) Dollars, the greater of (i) the Federal Funds Effective Rate, and (ii) an overnight rate determined by the Administrative Agent or the Letter of Credit Issuers, as the case may be, in accordance with banking industry rules on interbank compensation or (b) Canadian Dollars, the greater of (i) CORRA, and (ii) an overnight rate determined by the Administrative Agent or the Letter of Credit Issuers, as the case may be, in accordance with banking industry rules on interbank compensation.
“Periodic Term CORRA Determination Date” “Periodic Term CORRA Determination Date” has the meaning specified in the definition of “Term CORRA”.
“Revaluation Date” “Revaluation Date” means, subject to Section 1.6,
(a)with respect to any Loan denominated in an Alternative Currency, each of the following: (i) the date of the borrowing of such Loan (including any borrowing or deemed borrowing in respect of any unreimbursed portion of any payment by the applicable Letter of Credit Issuer under any Letter of Credit denominated in an Alternative Currency) but only as to the amounts so borrowed on such date, (ii) each date of a continuation of such Loan pursuant to the terms of this Agreement, but only as to the amounts so continued on such date, and (iii) such additional dates as the Administrative Agent shall determine, and
(b)with respect to any Letter of Credit denominated in an Alternative Currency, each of the following: (i) each date of issuance of such Letter of Credit, but only as to the stated amount of the Letter of Credit so issued on such date and (ii) such additional dates as the Administrative Agent shall determine.
“Revolving Credit Commitment” “Revolving Credit Commitment” shall mean, as to each Revolving Credit Lender, its obligation to make Revolving Credit Loans to the Borrower pursuant to Section 2.1, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name on Schedule 1.1(a) under the caption Revolving Credit Commitment or in the Assignment and Acceptance ~~pursuant to~~under which such Lender becomes a party hereto pursuant to Section 13.6, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14). The aggregate Revolving Credit Commitments of all Revolving Credit Lenders is $~~300,000,000~~800,000,000 on the ~~Second~~Third Amendment Effective Date.
“Revolving Credit Maturity Date” “Revolving Credit Maturity Date” shall mean the date that is the ~~third~~first anniversary of the ~~Closing~~Third Amendment Effective Date, or, if such date is not a Business Day, the immediately preceding Business Day.
“Second Amendment” “Second Amendment” shall mean that certain Second Amendment to Credit Agreement, dated as of February 28, 2025 by and among the Parent Borrower, the Guarantors party thereto. the Administrative Agent and the lenders party thereto.
“Second Amendment Effective Date” ~~“Second Amendment Effective Date” shall mean February 28, 2025.~~
“Series” ~~“Series” shall have the meaning provided in Section 2.14(a).~~
“SOFR Average” “SOFR Average” means, for any Interest Period, the rate of interest per annum determined by the Administrative Agent as the compounded average of SOFR over a rolling calendar day period of thirty (30) days (“ 30-Day SOFR Average”) for the day (such day, the “SOFR Average Determination ~~Day~~Date”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period; provided, however, that (x) if as of 5:00 p.m. on any SOFR Average Determination ~~Day~~Date, such 30-Day SOFR Average has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to SOFR Average has not occurred, then SOFR Average will be the 30-Day SOFR Average as published on the SOFR Administrator’s Website for the first preceding U.S. Government Securities Business Day for which such 30-Day SOFR Average was published on the SOFR Administrator’s Website so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such SOFR Average Determination ~~Day~~Date and (y) if SOFR Average determined as provided above (including pursuant to clause (x) of this proviso) would be less than the Floor, then SOFR Average shall be deemed to be the Floor.
“SOFR Average Determination Date” “SOFR Average Determination ~~Day~~Date” has the meaning specified in the definition of “SOFR Average”.
“Sponsor” “Sponsor” ~~shall mean,~~ collectively, (i) Brookfield Infrastructure Partners L.P., Brookfield Infrastructure Corporation, Brookfield Corporation, or Brookfield Asset Management Ltd, (ii) any investment funds, partnerships and other co-investment vehicles Controlled, directly or indirectly, by any of the persons in clause (i) and (iii) any entity Controlled, directly or indirectly, by any of the persons in clause (i), as approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed).
“Sponsor Guaranty” “Sponsor Guaranty” shall have the meaning provided in Section 5.2(bc).
“Spot Rate” “Spot Rate” means, subject to Section 1.6, for ~~any~~a currency ~~shall mean~~, the rate ~~determined~~provided (either by publication or otherwise provided or made available to the Administrative Agent) by Thomson Reuters Corp . (or equivalent service chosen by the Administrative Agent ~~to be the rate quoted by the Administrative Agent~~in its reasonable discretion) as the spot rate for the purchase ~~by the Administrative Agent~~ of such currency with another currency ~~through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided~~ ~~that the Administrative Agent may obtain such spot rate from another financial institution designated~~at a time selected by the Administrative Agent ~~if it does not have as of the date of determination a spot buying rate for any such currency.~~in accordance with the procedures generally used by the Administrative Agent for syndicated credit facilities in which it acts as administrative agent.
~~“Swiss Franc” or “CHF” mean the lawful currency of Switzerland.~~
“Term CORRA” “Term CORRA” shall mean, for any calculation with respect to a CORRA Loan, the Term CORRA Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term CORRA Determination Date”) that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the Term CORRA Administrator; provided, however, that if as of 5:00 p.m. Toronto time on any Periodic Term CORRA Determination Date the Term CORRA Reference Rate for the applicable tenor has not been published by the Term CORRA Administrator and a Benchmark Replacement Date with respect to the Term CORRA Reference Rate has not occurred, then Term CORRA will be the Term CORRA Reference Rate for such tenor as published by the Term CORRA Administrator on the first preceding Business Day for which such Term CORRA Reference Rate for such tenor was published by the Term CORRA Administrator so long as such first preceding Business Day is not more than three (3) Business Days prior to such Periodic Term CORRA Determination Date.
“Term CORRA Adjustment” “Term CORRA Adjustment” means a percentage equal to (i) 0.29547% per annum for a one month Interest Period or (ii) 0.32138% per annum for a three month Interest Period.
“Term CORRA Reference Rate” “Term CORRA Reference Rate” means the forward-looking term rate based on CORRA.
“Term SOFR” “Term SOFR” shall mean, with respect to any interest period, the Term SOFR Reference Rate for a tenor comparable to the applicable interest period on the day (such day, the “ Determination ~~Day~~Date”) that is two (2) Business Days prior to the first day of such interest period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Determination ~~Day~~Date the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor published by the Term SOFR Administrator on the Business Day first preceding such Determination ~~Day~~Date so long as such Business Day is not more than three (3) Business Days prior to such Determination ~~Day~~Date; provided, further, that if Term SOFR determined as provided above shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.
“Third Amendment” “Third Amendment” shall mean that certain Third Amendment to Credit Agreement, dated as of December 22, 2025 by and among the Parent Borrower, the Guarantors party thereto. the Administrative Agent and the lenders party thereto.
“Third Amendment Effective Date” “Third Amendment Effective Date” shall mean December 22, 2025.
1.6Exchange Rates; Currency Equivalents.
a)The Administrative Agent shall determine the Dollar Equivalent amount of each extension of credit denominated in Alternative Currencies. Such Dollar Equivalent shall become effective as of such Revaluation Date and shall be the Dollar Equivalent of such amounts until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any Currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent.
b)Wherever in this Agreement in connection with a borrowing, conversion, continuation or prepayment of Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such borrowing, Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent.
c)Notwithstanding the foregoing provisions of this Section 1.6 or any other provision of this Agreement, each Letter of Credit Issuer may compute the Dollar Equivalent of the maximum amount of each applicable Letter of Credit issued by such Letter of Credit Issuer by reference to exchange rates determined using any reasonable method customarily employed by such Letter of Credit Issuer for such purpose.
1.7 Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission, or any other matter related to the rates in the definitions of Term SOFR or, SOFR Average, Term CORRA Reference Rate, Adjusted Term CORRA, Term CORRA or with respect to any comparable or successor rates thereto.

Section 2 Amount and Terms of Credit 27 changes

2.1 Commitments. Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars or in Canadian Dollars to the Borrower (on a joint and several basis) from its applicable lending office (each, a “Revolving Credit Loan”) (a) on the Closing Date, in an aggregate principal amount equal to the amount necessary to fund (i) (x) the Reserves Shortfall and (y) the Proceeds Shortfall, plus (ii) any amount needed to fund (x) upfront fees or original issue discount in respect of any Credit Facilities imposed under the Fee Letter, (y) working capital adjustments pursuant to the Acquisition Agreement and/or the refinancing of any Indebtedness incurred for working capital or capital expenditure purposes and (z) purchase price adjustments and prorations made pursuant to the Acquisition Agreement and/or the Property Acquisition Agreements, which for the avoidance of doubt may not exceed the amount of such Revolving Credit Lender’s Revolving Credit Commitment, and (b) from and after the Closing Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, for any working capital or general corporate purposes; provided that any of the foregoing such Revolving Credit Loans (A) shall be made on the Closing Date (with respect to Revolving Credit Loans described in clause (a) of this Section 2.01) and at any time and from time to time on and after the Closing Date (with respect to Revolving Credit Loans described in clause (b) of this Section 2.01) and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or, SOFR Loans or CORRA Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class.
(a) Type of Loans. Subject to Section 2.17, each Borrowing shall be comprised entirely of SOFR Loans or ABR Loans, each denominated in Dollars, or CORRA Loans, denominated in Canadian Dollars. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.
(b) Minimum Amount of Each Borrowing; Maximum Number of Borrowings. The aggregate principal amount of each Borrowing of Revolving Credit Loans shall be in a minimum amount of at least the Minimum Borrowing Amount for such Type of Loans and in a multiple of $100,000 in excess thereof (except that (i) Revolving Credit Loans to reimburse such Letter of Credit Issuer with respect to any Unpaid Drawing shall be made in the amounts required by Section 3.3 or Section 3.4, as applicable and (ii) a Borrowing of Revolving Credit Loans may be in an aggregate amount that is equal to the entire unused balance of the Revolving Credit Commitments). More than one Borrowing may be incurred on any date; provided that at no time shall there be outstanding more than fifteen (15) Borrowings of SOFR Loans or CORRA Loans, that are Revolving Credit Loans and six (6) Borrowings of SOFR Loans or CORRA Loans for each additional Class of Loans.
(a) Whenever the Borrower desires to incur Revolving Credit Loans (other than borrowings to repay Unpaid Drawings), then the Borrower shall give the Administrative Agent at the Administrative Agent’s Office, (i) ~~[reserved],~~prior to 1:00 p.m. (New York City Time) at least three Business Days’ prior written notice of each Borrowing of CORRA Loans that are Revolving Credit Loans and (ii) prior to 1:00 p.m. (New York City Time) at least three Business Days’ prior written notice of each Borrowing of SOFR Loans that are Revolving Credit Loans (or, in the case of a Borrowing of Revolving Credit Loans to be made on the Closing Date, one Business Day’s notice; provided that the Borrower shall give the Administrative Agent such notice prior to 2:00 p.m. (New York City time) on such date) and (iii) prior to 11:00 a.m. (New York City time) on the day of such Borrowing prior written notice of each Borrowing of Revolving Credit Loans that are ABR Loans. Each such notice (a “Notice of Borrowing”, substantially in the form of Exhibit I), except as otherwise expressly provided in Section 2.10, shall specify (A) the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing, (B) the currency of the Revolving Credit Loans to be borrowed, (C) the date of Borrowing (which shall be a Business Day) and (D) whether the respective Borrowing shall consist of ABR Loans or, SOFR Loans or CORRA Loans, that are Revolving Credit Loans and, if SOFR Loans or CORRA Loans, that are Revolving Credit Loans, the Interest Period to be initially applicable thereto. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be for ABR Loans. If no Interest Period is specified with respect to any requested SOFR Loans or CORRA Loans, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly give each Revolving Credit Lender written notice of each proposed Borrowing of Revolving Credit Loans, of such Lender’s Revolving Credit Commitment Percentage thereof, of the identity of the Borrower, and of the other matters covered by the related Notice of Borrowing.
(a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 of the outstanding principal amount of Revolving Credit Loans of one Type into a Borrowing or Borrowings of another Type ~~and~~, (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any SOFR Loans as SOFR Loans for an additional Interest Period and (z) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any CORRA Loans as CORRA Loans for an additional Interest Period; provided that (i) no partial conversion of SOFR Loans or CORRA Loans shall reduce the outstanding principal amount of such SOFR Loans or CORRA Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into SOFR Loans if an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) [reserved], (iv) ~~[reserved]~~CORRA Loans may not be continued as CORRA Loans for an additional Interest Period if an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (v) SOFR Loans may not be continued as SOFR Loans for an additional Interest Period if an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (vi) ~~[reserved]~~ Loans denominated in Dollars shall not be converted into Loans denominated in a Foreign Currency or vice versa and (vii) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent prior written notice at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days prior, in the case of a continuation of or conversion to SOFR Loans or CORRA Loans (other than in the case of a notice delivered on the Closing Date, which shall be deemed to be effective on the Closing Date), or (ii) 1:00 p.m. (New York City time) on the proposed day of a conversion into ABR Loans (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit I) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as SOFR Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a SOFR Loan or as a CORRA Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.
(b) If any Event of Default is in existence at the time of any proposed continuation of any SOFR Loans and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, such SOFR Loans shall be automatically converted on the last day of the current Interest Period into ABR Loans. If upon the expiration of any Interest Period in respect of SOFR Loans or CORRA Loans, the Borrower has failed to ~~elect a new Interest Period to be applicable thereto as provided in clause (a)~~deliver a timely Notice of Conversion or Continuation, the Borrower shall be deemed to have elected to ~~convert~~continue such Borrowing of SOFR Loans ~~into a~~as SOFR Loans and such Borrowing of ~~ABR~~CORRA Loans as CORRA Loans with an Interest Period equal in duration to the immediately preceding Interest Period, effective as of the expiration date of such current Interest Period (an “Automatic Continuation”).
(c) In connection with the use or administration of Term SOFR or SOFR Average or Adjusted Term CORRA, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document (other than as provided in the definition of Conforming Changes). The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR or SOFR Average or Adjusted Term CORRA.
(d) The unpaid principal amount of each Adjusted Term CORRA Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable Margin for CORRA Loans plus Adjusted Term CORRA for the applicable Interest Period.
(e) For the purposes of the Interest Act (Canada), (a) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (b) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (c) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields. This Section 2.8(e) shall apply solely with respect to CORRA Loans.
~~(d)~~ ~~[reserved].~~
~~(e)~~ ~~[reserved].~~
(g) Interest on each Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof and shall be payable in Dollars or Canadian Dollars, as applicable; provided that any Loan that is repaid on the same date on which it is made shall bear interest for one day. Except as provided below, interest shall be payable (i) in respect of each ABR Loan, quarterly in arrears on the last Business Day of each fiscal quarter of the Parent Borrower, (ii) in respect of each SOFR Loan and each CORRA Loan, on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three-month intervals after the first day of such Interest Period, and (iii) in respect of each Loan, (A) upon any prepayment in respect thereof, (B) at maturity (whether by acceleration or otherwise), and (C) after such maturity, on demand.
(i) The Administrative Agent, upon determining the interest rate for any Borrowing of SOFR Loans or CORRA Loans, shall promptly notify the Parent Borrower and the relevant Lenders thereof. Each such determination shall, absent clearly demonstrable error, be final and conclusive and binding on all parties hereto.
2.9 Interest Periods. At the time the Parent Borrower gives a Notice of Borrowing or Notice of Conversion or Continuation or at the time of any Automatic Continuation in respect of the making of, or conversion into or continuation as, a Borrowing of SOFR Loans or CORRA Loans in accordance with Section 2.6(a) or 2.6(b), the Parent Borrower shall give (or shall be deemed to have given in the case of any Automatic Continuation) the Administrative Agent written notice of the Interest Period applicable to such Borrowing, which Interest Period shall, at the option of the Parent Borrower, be a one or, three ~~month period~~or (except with respect to ~~SOFR~~any Loans bearing interest based on Adjusted Term CORRA) (or if available to all the Lenders making such SOFR Loans, a six month, twelve month or shorter period).
(a) the initial Interest Period for any Borrowing of SOFR Loans and CORRA Loans shall commence on the date of such Borrowing (including the date of any conversion from a Borrowing of Loans of a different type) and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires;
(b) if any Interest Period relating to a Borrowing of SOFR Loans and CORRA Loans begins on the last Business Day of a calendar month or begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of the calendar month at the end of such Interest Period;
(c) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that if any Interest Period in respect of a SOFR Loan or a CORRA Loan would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; and
(d) the Parent Borrower shall not be entitled to elect any Interest Period in respect of any SOFR Loan or CORRA Loan if such Interest Period would extend beyond the Maturity Date of such Loan.
(i) on any date for determining Term SOFR or, SOFR Average or Adjusted Term CORRA for any Interest Period that (x) deposits in the principal amounts and currencies of the Loans comprising such Borrowing of SOFR Loans or CORRA Loans are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the applicable market, adequate and fair means do not exist for ascertaining the interest rate on the basis provided for in the definition of “Term SOFR” or, “SOFR Average” or “Adjusted Term CORRA”, as applicable; or
(ii) at any time following the Closing Date, (x) that such Lenders shall incur or suffer any increased costs or reductions attributable to Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) of Excluded Taxes, (C) Connection Income Taxes and (D) Other Taxes) because of any Change in Law or (y) that any Change in Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances or loans by, or any other acquisition of funds by any Lender for any SOFR Loan or any CORRA Loan; or
(iii) at any time, that the making or continuance of any SOFR Loan or CORRA Loan has become unlawful by compliance by such Lenders in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful);
(such Loans, “Impacted Loans”), then, and in any such event, such Required Revolving Credit Lenders (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, SOFR Loans and CORRA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to SOFR Loans or CORRA Loans that have not yet been incurred shall be deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the Borrower shall pay to such Lenders, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Required Revolving Credit Lenders in their reasonable discretion shall determine) as shall be required to compensate such Lenders for such actual increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lenders, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lenders shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto), and (z) in the case of subclause (iii) above, the Borrower shall take one of the actions specified in subclause (x) or (y), as applicable, of Section 2.10(b) promptly and, in any event, within the time period required by law.
(b) At any time that any SOFR Loan or CORRA Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower may (and in the case of a Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if a Notice of Borrowing or Notice of Conversion or Continuation with respect to the affected Loan has been submitted pursuant to Section 2.3 or Section 2.6 but the affected Loan has not been funded or continued, cancel such requested Borrowing by giving the Administrative Agent written notice thereof on the same date that the Borrower was notified by Lenders pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Loan into an ABR Loan; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b).
~~(d)~~ ~~[reserved].~~
(g) (i) Solely in accordance with Section 2.14(g)(iv) below, Parent Borrower may at any time request that all or a portion of the Revolving Credit Commitments of any Class existing at the time of such request (each, an “Existing Revolving Credit Commitment” and any related revolving credit loans thereunder, “Existing Revolving Credit Loans”; each Existing Revolving Credit Commitment and related Existing Revolving Credit Loans together being referred to as an “Existing Revolving Credit Class”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Loans related to such Existing Revolving Credit Commitments (any such request, an “Extension Request”, any such Existing Revolving Credit Commitments which have been so extended, “Extended Revolving Credit Commitments” and any related Loans, “Extended Revolving Credit Loans”) and to provide for other terms consistent with this Section 2.14(g)(i). In order to establish any Extended Revolving Credit Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Class of Existing Revolving Credit Commitments which such request shall be offered equally to all such Lenders); provided that the scheduled final maturity date shall be extended as set forth in Section 2.14(g)(v) and the Borrower shall have made payments to each such Extending Lender as set forth in Section 2.14(g)(v)(B). Notwithstanding anything to the contrary in this Section 2.14 or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of Loans with respect to any Original Revolving Credit Commitments shall be made on a pro rata basis with all other Original Revolving Credit Commitments and (2) no Extended Revolving Credit Commitments may be optionally permanently prepaid and terminated prior to the date on which the applicable Existing Revolving Credit Commitments from which they were converted (the “Specified Existing Revolving Credit Commitments”) is permanently repaid in full and terminated, except in accordance with the last sentence of Section 5.1. NoParent Borrower may deliver up to three (3) Extension Requests. The extension pursuant to the first two (2) Extension Requests shall be at the sole discretion of Parent Borrower. The extension pursuant to the third Extension Request shall be at the sole discretion of the Lenders, and no Lender shall have any obligation to agree to have any of its Revolving Credit Loans or Revolving Credit Commitments of any Existing Revolving Credit Class converted into Extended Revolving Credit Loans or Extended Revolving Credit Commitments pursuant to ~~any~~the third Extension Request. Any Extended Revolving Credit Commitments of any Extension Series shall constitute a separate Class of revolving credit commitments from the Specified Existing Revolving Credit Commitments and from any other Existing Revolving Credit Commitments (together with any other Extended Revolving Credit Commitments so established on such date).
(iv) The occurrence of any extension of Original Revolving Credit Commitments to extend the scheduled maturity date of such Original Revolving Credit Commitments shall be to the date that is the one (1) year anniversary of the ~~Revolving Credit~~then-current Maturity Date ~~(in effect as of the Closing Date)~~, and the effectiveness of any Extension Election by any Extending Lender in respect of such extension, shall be subject to the satisfaction of the following conditions as of the applicable Extension Date:
(a) Subject to Section 2.18, if prior to the commencement of any Interest Period for a Term SOFR Borrowing or, SOFR Average Borrowing or Adjusted Term CORRA Borrowing, the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining Term SOFR or, SOFR Average or Adjusted Term CORRA, as applicable, for such Interest Period, then on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in dollars on such day or, at the Borrower’s election prior to such day, be prepaid by the Borrower on such day (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 12:00 p.m. (New York City time) the Administrative Agent is authorized to effect such conversion of such Loan into an ABR Loan), and, upon the Borrower’s receipt of notice from the Administrative Agent that the circumstances giving rise to the aforementioned notice no longer exist, such ABR Loan shall then be converted by the Administrative Agent to, and shall constitute, a SOFR Loan or CORRA Loan (as applicable) on the day of such notice being given to the Borrower by the Administrative Agent.

Section 5 Payments 4 changes

5.1 Voluntary Prepayments. The Borrower shall have the right to prepay Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Parent Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and (in the case of SOFR Loans,) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Parent Borrower no later than 12:00 noon (New York City time) (i) in the case of SOFR Loans, three Business Days prior to ~~and~~, (ii) in the case of ABR Loans, one Business Day prior to, and (iii) in the case of CORRA Loans, three Business Days prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; and (2) each partial prepayment of (i) any Borrowing of SOFR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof ~~and~~, (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof and (iii) any CORRA Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000, provided that no partial prepayment of SOFR Loans or CORRA Loans made pursuant to a single Borrowing shall reduce the outstanding SOFR Loans or CORRA Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such Loans. At the Parent Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender.
(a) Excess Cash Flow Prepayment. Not later than ten Business Days after the date on which financial statements are required to be delivered pursuant to Section 9.1(a) or Section 9.1(b), as applicable, starting with the first full fiscal quarter of the Parent Borrower ending after the Closing Date, the Parent Borrower shall prepay (or cause to be prepaid), in accordance with clause (d) below, outstanding Revolving Credit Loans in an aggregate principal amount equal to the lesser of (i) as of the day of the prepayment required pursuant to this clause (a) and after giving Pro Forma Effect to such prepayment, an amount that would cause the LTV not to exceed ~~60.0% and the Fixed Charge Coverage Ratio not to be less than 1.20 to 1.00~~75% and (ii) (A) the amount of Excess Cash Flow for such fiscal quarter minus (B) at the election of the Parent Borrower, the principal amount of Revolving Credit Loans voluntarily prepaid pursuant to Section 5.1 during such fiscal quarter or after such fiscal quarter and prior to the date of the prepayment required pursuant to this clause (a); provided that, to the extent the Parent Borrower is required to prepay the amount described in clause (ii) of this Section 5.2(a), the Parent Borrower may elect (in its sole discretion) to have any voluntary prepayments described in sub-clause (B) thereof (to the extent such voluntary prepayments have not already been applied to reduce any prepayments due pursuant to this Section 5.2(a)) carried over to subsequent periods for which a prepayment is required pursuant to this Section 5.2(a), to reduce any payments which may be due from time to time to the extent the Parent Borrower is required to prepay the amount described in clause (ii) of this Section 5.2(a) (provided that such carried forward amounts have not been applied to reduce any prepayments due pursuant to this Section 5.2(a)).
(c) Sponsor Guaranty. In lieu of making a prepayment of Revolving Credit Loans as set forth in Section 5.2(a), the Parent Borrower may instead cause one or more Sponsor Guarantors to provide and maintain a guaranty, or amend any existing guaranty, in form and substance reasonably satisfactory to the Administrative Agent, of the Parent Borrower’s obligations under Section 5.2(a) in favor of the Administrative Agent for the benefit of the Lenders (any such guaranty, a “Sponsor Guaranty”) in an amount equal to such obligation, in which case the Mandatory Prepayment Event shall cease to exist. The Parent Borrower shall have the right at any time, without the consent of the Administrative Agent or any Lender, to replace any Sponsor Guarantor with one or more Replacement Sponsor Guarantors who may provide Sponsor Guaranties in replacement of the Sponsor Guaranty provided by the replaced Sponsor Guarantor on a several, and not joint, basis. In addition, in the event (1) any Sponsor Guaranty is outstanding, and the Parent Borrower elects to make voluntary prepayments of the outstanding obligations such that the aggregate prepayments are in excess of the mandatory prepayments required by Section 5.2(a) for the applicable quarter, the Parent Borrower shall be permitted to reduce (or cause to be reduced) the amount guaranteed by such Sponsor Guaranty to such lesser Prepayment Cap and (2) any Sponsor Guaranty is outstanding at any time that the LTV is determined to no longer exceed ~~60% and the Fixed Charge Coverage Ratio is determined to no longer be less than 1.20 to 1.00~~75%, the Parent Borrower shall be permitted to reduce (or cause to be reduced) the amount guaranteed by such Sponsor Guaranty to $0 or otherwise to terminate (or cause to be terminated) such Sponsor Guaranty, in the event of each of the foregoing clauses (1) or (2), without the consent of the Administrative Agent or any Lender.
(a) Interest on SOFR Loans and CORRA Loans shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest on ABR Loans calculated based on clauses (b) or (c) of the definition of “ABR” shall be calculated on the basis of a 360-day year for the actual days elapsed and calculated based on clause (a) of the definition of “ABR” shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. All computations of interest for loans denominated in any other Foreign Currency where the practice in the relevant foreign market is to compute interest on the basis of a year of 365 or 366 days, as the case may be, shall, in each case, be computed on the basis of a year of 365 or 366 days, as the case may be, in each case for the actual number of days elapsed.

Section 7 Conditions Precedent to All Credit Events after the Closing Date 3 changes

7.2 LTV ~~and Fixed Charge Coverage Ratio~~. Immediately after giving effect to the applicable Credit Event:
~~(a)~~ , the Parent Borrower shall be in compliance on a Pro Forma Basis with a LTV that does not exceed 6075%~~; and~~.
~~(b)~~ ~~the Fixed Charge Coverage Ratio for the Parent Borrower as of the most recently ended Test Period is no less than 1.20 to 1.00.~~

Section 8 Representations and Warranties 1 change

(a) Schedule 8.13 lists each Subsidiary of the Parent Borrower (and the direct and indirect ownership interest of the Parent Borrower therein, and whether such Subsidiary is a Foreign First-Tier Finance Holdings Subsidiary), in each case, existing on the ~~Second~~Third Amendment Effective Date after giving effect to the Transactions.

Section 10 Negative Covenants 1 change

(18) any Restricted Payment made in connection with the Transactions and the fees and expenses related thereto or used to fund amounts owed to Affiliates (including dividends to any direct or indirect parent company of the Parent Borrower to permit payment by such parent of such amount), to the extent permitted by Section 9.9 (other than clause (b) thereof) ~~and the~~ ~~redemption of any Equity Interests of DCCO Tukwila Domestic REIT, LLC within five (5) Business Days of the Closing Date~~.

Method

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