Compass Datacenters master indenture: 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 4.2: Compass master indenture amendment on SEC EDGAR

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

Provisions changed: 59
Sections touched: 6
Defined terms added: 3
Defined terms deleted: 0
Words inserted: 743
Words deleted: 488

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
“Class B PIK Period”	–	1.30x

Defined terms

Definitions added, deleted and amended

Added 3

Class B PIK Period
Series 2021-1 Class B Notes
Series 2021-1 Class C Notes

Amended 5

ARD Period
Class B Sweep Amount
Class C Sweep Amount
Liquidity Reserve Interest Draw Amount
PIK Interest

The redline

Every change, provision by provision

~~Deleted text~~ Inserted text

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Section 1.01 Definitions 8 changes

“ARD Period” “ARD Period” shall mean, with respect to any Class of ~~Notes in a~~any Series of Notes, the period commencing on the ~~applicable~~ Anticipated Repayment Date for such Class of such Series of Notes (if ~~the Notes of~~ such Class of such Series of Notes have not been paid in full on or prior to the applicable Anticipated Repayment Date for such Class of such Series of Notes) and ending on the Payment Date on which all principal of, and interest (including Post-ARD Additional Interest) on, such Class of such Series of Notes is paid in full.
“Class B PIK Period” “Class B PIK Period” shall mean, as of any Payment Date, a period that is in effect on such Payment Date if (A) any Series of Class A Notes are Outstanding as of such Payment Date and (B) the three-month average Class A Amortization DSCR as of the last day of the calendar month immediately preceding such Payment Date was less than 1.30x.
“Class B Sweep Amount” “Class B Sweep Amount” shall mean, with respect to any Payment Date, the greater of the excess, if any, of (i) the amount, if any, of principal of the Class B Notes of any Series on such Payment Date the repayment of which is necessary to cause the Class B LTV Ratio, after giving effect to such reduction and the payment of any Class A Sweep Amount and the Class A-2 Monthly Amortization Amount to the Class A-2 Notes for such Payment Date, to be less than or equal to (A) on or prior to the third anniversary of the Initial Closing Date, 75.0% or (B) following the third anniversary of the Initial Closing Date 80.0% over (ii) any amount allocated on any Application Date prior to such Payment Date for which such Payment Date is the Relevant Payment Date to the Debt Service Sub-Account pursuant to Section 5.01(a)(~~xvi~~xiii).
“Class C Sweep Amount” “Class C Sweep Amount” shall mean, with respect to any Payment Date, the greater of the excess, if any, of (i) the amount, if any, of principal of the Class C Notes of any Series on such Payment Date the repayment of which is necessary to cause the Class C LTV Ratio, after giving effect to such reduction and the payment of any Class A Sweep Amount, Class B Sweep Amount and the Class A-2 Monthly Amortization Amount to the Class A-2 Notes for such Payment Date, to be less than or equal to (A) on or prior to the third anniversary of the Initial Closing Date, 80.0% or (B) following the third anniversary of the Initial Closing Date 85.0% over (ii) any amount allocated on any Application Date prior to such Payment Date for which such Payment Date is the Relevant Payment Date to the Debt Service Sub-Account pursuant to Section 5.01(a)(~~xix~~xvii).
“Liquidity Reserve Interest Draw Amount” “Liquidity Reserve Interest Draw Amount” shall mean, with respect to any Payment Date, an amount equal to the excess, if any, of (a) the Monthly Payment Amount with respect to such Payment Date over (b) the sum of (i) the balance in the Debt Service Sub-Account available to pay such Monthly Payment Amount on such Payment Date in accordance with Section 5.01(g) and (ii) the amount of any Debt Service Advances made by the Servicer or the Indenture Trustee in respect of such Monthly Payment Amount on or before such Payment Date; provided that during an Amortization Period or an ARD Period for any ~~Series of~~ Class A Notes of any Series, such Liquidity Reserve Interest Draw Amount shall be calculated only with respect to the Class A Notes.
“PIK Interest” “PIK Interest” means any interest on a Class B Note or Class C Note that is not paid ~~in part or in full~~ pursuant to Section 5.01(g)(~~viii~~ii), (xiix), (~~xvi~~xv), or (~~xvii~~xvi) and as a result is added to the Note Principal Balance of such Note as of such date.
“Series 2021-1 Class B Notes” “Series 2021-1 Class B Notes” shall have the meaning ascribed to it in the related Series Supplement.
“Series 2021-1 Class C Notes” “Series 2021-1 Class C Notes” shall have the meaning ascribed to it in the related Series Supplement.

Section 2.11 Subordinate Purchase Right 1 change

Each of the initial Noteholders of a Series 2021-1 Class C Note and, at any time there are no Series 2021-1 Class C Notes outstanding, each of the initial Noteholders of a Series 2021-1 Class B Note (other than any Series 2021-1 Class C Note or Series 2021-1 Class B Note, as applicable, held by the Issuer or an affiliate of the Issuer) shall have the right (the “Subordinate Purchase Right”) following the occurrence of an Event of Default that is continuing as of the date of purchase, upon not less than twenty (20) Business Days’ written notice to the Indenture Trustee (with a copy to the Issuer), to purchase all, but not less than all, of the Class A Notes and, solely in the case of any Noteholder of the Series 2021-1 Class C ~~Noteholder~~Notes, the Class B Notes of all Outstanding Series for a purchase price equal to the aggregate Outstanding Note Principal Balance of all such Class A Notes and, if applicable, Class B Notes, plus accrued and unpaid interest (at the applicable rate of interest for the related sub-class of Class A Notes or, if applicable, Class B Notes) on such Outstanding Note Principal Balance together with any Post-ARD Additional Interest (including any Deferred Post-ARD Additional Interest) due and payable to the Noteholders of the Class A Notes and, if applicable, Class B Notes (any such principal and interest in respect of any such sub-class of Class A Notes and, if applicable Class B Notes, Post-ARD Additional Interest (including any Deferred Post-ARD Additional Interest) and other payments, the “Subordinate Purchase Right Outstanding Priority Balance”); provided that (i) such Subordinate Purchaser shall be required to deliver such written notice within twenty (20) Business Days of obtaining knowledge of such Event of Default, (ii) if prior to the end of such twenty (20) Business Day period any other Noteholder of a Series 2021-1 Class C Note or, if applicable, a Series 2021-1 Class B Note (other than any Class C Note or Class B Note held by the Issuer or an affiliate of the Issuer) notifies such purchasing holder of a Series 2021-1 Class C Note or, if applicable, a Series 2021-1 Class B Note that such other Noteholder of a Series 2021- 1 Class C Note or a Series 2021-1 Class B Note wants to participate in such purchase, then such other Noteholder of a Series 2021-1 Class C Note or, if applicable, a Series 2021-1 Class B Note may join with the purchasing Noteholder of a Series 2021-1 Class C Note, or, if applicable, a Series 2021-1 Class B Note (any such purchasing Noteholders of a Series 2021-1 Class C Note or, if applicable, a Series 2021-1 Class B Note shall be collectively referred to as the “Subordinate Purchasers”) in exercising the Subordinate Purchase Right and (iii) if prior to the end of such twenty (20) Business Day period any other Noteholder of a Series 2021-1 Class C Note or, if applicable, a Series 2021-1 Class B Note fails to notify the Subordinate Purchasers of such other Noteholder of a Series 2021-1 Class C Note’s, or if applicable, a Series 2021-1 Class B Note’s desire to participate in such a purchase, then such other Noteholder of a Series 2021-1 Class C Note or, if applicable, a Series 2021-1 Class B Note designated shall lose its right to purchase the Class A Notes and, if applicable, Class B Notes of all Outstanding Series. Upon receipt of any such notice, the Servicer shall calculate the then Subordinate Purchase Right Outstanding Priority Balance. Payment of the Subordinate Purchase Right Outstanding Priority Balance will in each case be made ratably by each Subordinate Purchaser to the Noteholders of the Class A ~~Noteholders~~Notes and, if applicable, the Noteholders of the Class B ~~Noteholders~~Notes based on the ratio of the Outstanding Note Principal Balance of the Class C Notes or, if applicable, Class B Notes held by such Subordinate Purchaser to the Outstanding Note Principal Balance of the Class C Notes or, if applicable, Class B Notes held by all Subordinate Purchasers. Following all Subordinate Purchaser’s payment of their portion of the Subordinate Purchase Right Outstanding Priority Balance, each applicable Subordinate Purchaser shall be the Noteholder of the applicable Class A Notes and, if applicable, Class B Notes and shall be entitled to all rights and interests to which a Noteholder of the Class A Notes and, if applicable, Class B Notes would be entitled. Any party who exercises the Subordinate Purchase Right will, upon exercising such right, become the Controlling Class Representative.

Section 2.13 Additional Data Centers; Additional Notes 1 change

(b) The Co-Issuers may at any time and from time to time issue additional Notes (“Additional Notes”) in the manner set forth in Section 2.07 subject to the satisfaction of the applicable conditions set forth in this Section 2.13(b) pursuant to a Series Supplement in one or more Classes that may rank senior to, pari passu with, or subordinate to, any Series of Notes that will remain Outstanding after the issuance of such Additional Notes; provided that if any Notes (other than the Additional Notes) will remain Outstanding after the issuance of such Additional Notes (such Notes, the “Continuing Notes”) the following conditions shall have been satisfied with respect to such issuance: (a) the Additional Notes of a particular Class shall rank pari passu with the Continuing Notes, if any, of the Class of Notes bearing the same alphabetical and numerical Class designation (regardless of Series or date of issuance), although such Class of Notes may have other characteristics different than the Continuing Notes, and may have an Anticipated Repayment Date earlier than the Anticipated Repayment Date for any Series of Continuing Notes; (b) so long as the Series 2020-1 Class A-1 Notes are Outstanding, the Rated Final Payment Date of the Additional Notes will be later than the Rated Final Payment Date for the Series 2020-1 Class A-1 Notes; (c) so long as the Series 2021-1 Class B Notes are outstanding, no new Class of Class B Notes may be issued that are senior in right of payment of either interest or principal to the Series 2021-1 Class B Notes; (d) so long as the Series 2021-1 Class C Notes are outstanding, no new Class of Class C Notes may be issued that are senior in right of payment of either interest or principal to the Series 2021-1 Class C Notes; (e) a Rating Agency Confirmation with respect to each Series of Continuing Notes is obtained from each Rating Agency then rating such Series of Continuing Notes; (df) the Co-Issuers receive an Opinion of Counsel (which opinion may contain similar assumptions and qualifications as are contained in the Opinion of Counsel with respect to the tax treatment of the Notes delivered on the Initial Closing Date) to the effect that the issuance of such Additional Notes will not (x) cause any of the Continuing Notes to be deemed to have been exchanged for a new debt instrument pursuant to Treasury Regulations § 1.1001-3, (y) cause the U.S. Co-Issuer or the Canadian Co-Issuer to be taxable as other than a partnership or disregarded entity for U.S. federal income tax purposes or (z) cause any of the Continuing Notes to be characterized as other than indebtedness for U.S. federal income tax purposes; (eg) after giving effect to the issuance of such Additional Notes the following conditions are satisfied: (w) the Class A LTV Ratio is less than or equal to (A) on or prior to the third anniversary of the Initial Closing Date, 65.0% or (B) following the third anniversary of the Initial Closing Date 70.0%, (x) the Class B LTV Ratio is less than or equal to (A) on or prior to the third anniversary of the Closing Date, 75.0% or (B) following the third anniversary of the Initial Closing Date 80.0%, (y) the Class C LTV Ratio is less than or equal to (A) on or prior to the third anniversary of the Closing Date, 80.0% or (B) following the third anniversary of the Initial Closing Date 85.0%, and (z) and the DSCR is equal to or greater than 1.85x; (f h) the Servicer or the structuring advisor with respect to such Additional Notes (who will deliver the related appraisal to the Servicer), shall deliver new appraisals to the Indenture Trustee meeting the requirements set forth in the Servicing Agreement with respect to the Data Centers owned by the Asset Entities as of the closing date of the issuance of such Additional Notes; (gi) immediately following the issuance of such Additional Notes, the outstanding principal amount of all Notes with a Note Rate that is a floating interest rate (assuming for the purposes of such calculation that the outstanding principal amount of any Variable Funding Notes is the maximum principal amount for such Notes) is less than or equal to 30.0% of the aggregate outstanding principal amount of all Notes outstanding; and (hj) the Indenture Trustee receives an Officer’s Certificate of the Co-Issuers stating that all conditions precedent to the issuance of the Additional Notes under the Indenture have been satisfied.

Section 4.05 Cash Trap Reserve Sub-Accounts 1 change

If a Cash Trap Condition shall occur (as set forth in a report by the Servicer, which shall be based upon the Monthly Report required to be delivered pursuant to Section 7.02(a)(iv)), then, on each Application Date from and after the date that it is determined that a Cash Trap Condition has occurred and for so long as such Cash Trap Condition continues to exist, an amount equal to the remaining amount of Available Funds in the Collection Accounts for such Application Date after making the allocations and payments set forth in Section 5.01(a)(i) through (xxxviii) (the “Cash Trap Reserve Amount”) shall be deposited with the Indenture Trustee and (i) in the case of cash from U.S. Collections, held in a Sub-Account of the U.S. Collection Account (the “U.S. Cash Trap Reserve Sub-Account”) or (ii) in the case of Canadian Collections, held in a Sub-Account of the USD Canadian Collection Account (the “Canadian Cash Trap Reserve Sub-Account” and, together with the U.S. Cash Trap Reserve Sub-Account, the “Cash Trap Reserve Sub-Account”), in each case, in accordance with the terms of the Cash Management Agreement and this Indenture (said funds, together with any interest thereon, the “Cash Trap Reserve”). Funds held in the Cash Trap Reserve Sub-Accounts will be denominated in USD, and thus any Collections in a foreign currency that are to be deposited in either Cash Trap Reserve Sub-Account will be converted to USD four Business Days prior to the date of such deposit using the Spot Rate in effect on the Business Day immediately preceding such date of conversion.

Section 5.01 Allocations and Payments 46 changes

(v) if (A) ~~an Amortization~~a Class B PIK Period is not then in effect, and (B) no Event of Default has occurred and is continuing ~~and (C) such Application Date does not occur during an ARD Period with respect to any Class A Notes~~, to the Debt Service Sub-Account, an amount equal to the amount of the applicable Allocable Share of Accrued Note Interest for all Class B Notes for the Relevant Payment Date and, to the extent not previously paid, for all prior Payment Dates;
(vi) if (A) an Amortization Period is not then in effect, (B) a Class B PIK Period is not then in effect, (C) no Event of Default has occurred and is continuing and (CD) such Application Date does not occur during an ARD Period with respect to any Class A Notes or Class B Notes of any Series, to the Debt Service Sub-Account, an amount equal to the amount of the applicable Allocable Share of Accrued Note Interest for all Class C Notes for the Relevant Payment Date and, to the extent not previously paid, for all prior Payment Dates;
(xiii) if (A) an Amortization Period is not then in effect, (B) a Class B PIK Period is not then in effect and (C) no Event of Default has occurred and is continuing, to the Debt Service Sub-Account, an amount equal to the applicable Allocable Share of the Class B Sweep Amount, if any, for the Relevant Payment Date;
(xiv) ~~(xiii)~~ if (A) an Amortization Period is not then in effect and (B) no Event of Default has occurred and is continuing, if the Additional Principal Payment Amount for the Relevant Payment Date is greater than zero, to the Debt Service Sub-Account, an amount equal to the applicable Allocable Share of the Additional Principal Payment Amount for the Relevant Payment Date together with any applicable Prepayment Consideration with respect thereto;
(xv) ~~(xiv)~~ if such Application Date is during an ARD Period for any Class of any Series of Outstanding Variable Funding Notes or Term Notes that ~~contains~~includes Outstanding Class A Notes or Class B Notes and (A) an Amortization Period is not then in effect and (B) no Event of Default has occurred and is continuing, to the Debt Service Sub-Account, the applicable Allocable Share of the aggregate Note Principal Balance of the Outstanding Variable Funding Notes or Term Notes that are Class A Notes or Class B Notes, as the case may be, of such Series;
(xv) if (A) an Amortization Period is not then in effect and (B) no Event of Default has occurred and is continuing, to the Debt Service Sub-Account, an amount equal to the amount of the applicable Allocable Share of Accrued Note Interest for all Class B Notes for the Relevant Payment Date;
(xvi) if (A) an Amortization Period is not then in effect and (B) no Event of Default has occurred and is continuing, to the Debt Service Sub-Account, an amount equal to the applicable Allocable Share of the Class B Sweep Amount, if any, for the Relevant Payment Date;
(xvii) if such Application Date is during an ARD Period for any outstanding Class B Notes and (A) an Amortization Period is not then in effect and (B) no Event of Default has occurred and is continuing, to the Debt Service Sub-Account, the applicable Allocable Share of the aggregate Note Principal Balance of the outstanding Class B Notes of such Series;
(xvi) ~~(xviii)~~ if (A) an Amortization Period is not then in effect and, (B) a Class B PIK Period is not then in effect and (C) no Event of Default has occurred and is continuing, to the Debt Service Sub-Account, an amount equal to the amount of the applicable Allocable Share of Accrued Note Interest for all Class C Notes for the Relevant Payment Date;
(xvii) ~~(xix)~~ if (A) an Amortization Period is not then in effect and, (B) a Class B PIK Period is not then in effect and (C) no Event of Default has occurred and is continuing, to the Debt Service Sub-Account, an amount equal to the applicable Allocable Share of the Class C Sweep Amount, if any, for the Relevant Payment Date;
(xviii) ~~(xx)~~ if such Application Date is during an ARD Period for any outstanding Class C Notes of any Series and (A) an Amortization Period is not then in effect and (B) no Event of Default has occurred and is continuing, to the Debt Service Sub-Account, the applicable Allocable Share of the aggregate Note Principal Balance of the outstanding Class C Notes of such Series;
(xix) ~~(xxi)~~ if a Cash Trap Condition is continuing and no Event of Default or Amortization Period has occurred and is continuing, to the applicable Cash Trap Reserve Sub-Account, the remaining amount of Available Funds with respect to the U.S. Collection Account or the Canadian Collection Accounts, as applicable, for such Application Date after making the allocations and payments described above;
(xx) ~~(xxii)~~ during an Amortization Period or during the continuation of an Event of Default, to the Debt Service Sub-Account the applicable Allocable Share of the aggregate Note Principal Balance of all Outstanding Class A Notes;
(xxi) ~~(xxiii)~~ during ~~an Amortization~~a Class B PIK Period or during the continuation of an Event of Default, to the Debt Service Sub-Account, an amount equal to the amount of the applicable Allocable Share of Accrued Note Interest for all Class B Notes for the Relevant Payment Date;
(xxii) ~~(xxiv)~~ during an Amortization Period or during the continuation of an Event of Default, to the Debt Service Sub-Account, the applicable Allocable Share of the aggregate Note Principal Balance of the outstanding Class B Notes of such Series;
(xxiii) ~~(xxv)~~ during an Amortization Period, during a Class B PIK Period or during the continuation of an Event of Default, to the Debt Service Sub-Account, an amount equal to the amount of the applicable Allocable Share of Accrued Note Interest for all Class C Notes for the Relevant Payment Date and, to the extent not previously paid, for all prior Payment Dates;
(xxiv) ~~(xxvi)~~ during an Amortization Period or during the continuation of an Event of Default, to the Debt Service Sub-Account, the applicable Allocable Share of the aggregate Note Principal Balance of the outstanding Class C Notes of such Series;
(xxv) ~~(xxvii)~~ to the Debt Service Sub-Account the applicable Allocable Share of the amount of Contingent Interest, Deferred VFN Funding Amount, Deferred Contingent Interest, Post-ARD Additional Interest and Deferred Post-ARD Additional Interest due in respect of the Notes for the Relevant Payment Date, and, to the extent not previously paid, for all prior Payment Dates;
(xxvi) ~~(xxviii)~~ to the Indenture Trustee, the Servicer and/or other applicable Person an amount equal to the applicable Allocable Share of any Additional Issuer Expenses not otherwise paid to the Indenture Trustee, the Servicer and/or other applicable Person pursuant to clause (iii) above due to the operation of the Annual Additional Issuer Expense Limit, plus accrued interest thereon as if such Additional Issuer Expenses were Advances;
(xxvii) ~~(xxix)~~ at the direction of the applicable Manager, to the applicable Executed Forward Starting Lease Reserve Sub-Account, any amounts determined by such Manager to be deposited therein up to the amount that would cause the balance thereof to be equal to the applicable Executed Forward Starting Lease Reserve Amount;
(xxviii) ~~(xxx)~~ at the direction of the applicable Manager, to the applicable Specified Material Tenant Lease Reserve Sub-Account, any amounts determined by such Manager to be deposited therein up to the amount that would cause the balance thereof to be equal to the applicable Specified Material Tenant Lease Reserve Amount;
(xxix) ~~(xxxi)~~ at the direction of the Co-Issuers (or the Managers on behalf of the Co-Issuers), to the Class A-1 Noteholders (or the Class A-1 Administrative Agent, on behalf of the Class A-1 Noteholders), the applicable Allocable Share of any optional payments of principal on the aggregate Note Principal Balance of the Class A-1 Notes;
(xxx) ~~(xxxii)~~ at the direction of the applicable Manager, to the applicable Capital Expenditures Reserve Sub-Account, any amounts determined by the applicable Manager to be deposited therein;
(xxxi) ~~(xxxiii)~~ to the applicable Manager, in respect of the applicable Allocable Share of any unreimbursed Advances, including Advance Interest thereon;
(xxxii) ~~(xxxiv)~~ in the case of Available Funds with respect to the U.S. Collection Account, to the Canadian Co-Issuer the amount of any Shortfall Payments made by the Canadian Co-Issuer on any prior Application Date and not previously reimbursed, and in the case of Available Funds with respect to the Canadian Collection Accounts, to the U.S. Co-Issuer the amount of any Shortfall Payments made by the Issuer on any prior Application Date and not previously reimbursed; and
(xxxiii) ~~(xxxv)~~ to the U.S. Co-Issuer or the Canadian Co-Issuer, as applicable, the remaining amount of Available Funds in the U.S. Collection Account or the Canadian Collection Accounts, respectively, for such Application Date after making the allocations and payments described above, to be used for any purpose not prohibited under the Transaction Documents.
(b) Each of the U.S. Co-Issuer and the Canadian Co-Issuer shall be obligated to pay any shortfall in the priority of payments due to a lack of funds in the U.S. Collection Account or the Canadian Collection Accounts, as applicable. So long as there are sufficient funds to pay the amounts so allocated to the U.S. Obligors at a given priority from the U.S. Collection Account and to pay the amounts so allocated to the Canadian Obligors at such priority from the Canadian Collection Accounts, such payments shall be made from such applicable accounts. In the event that, for a given payment priority, there are insufficient funds in the U.S. Collection Account but there are additional funds in the Canadian Collection Accounts or there are insufficient funds in the Canadian Collection Accounts but there are additional funds in the U.S. Collection Account, the funds in such other Collection Account or Collection Accounts shall be applied to the extent necessary to fund such shortfall (any such funds applied to fund such shortfall, a “Shortfall Payment”). All collections constitute Collateral for the Notes and in no event will any amounts be released to any Obligor from any Collection Account on any Application Date, except as and only to the extent specifically provided for in Section 5.01(a)(vii) and (ix), if any payments specified in Section 5.01(a)(i) through (~~xxx~~xxxi) remain unpaid on such Application Date.
(e) If a Cash Trap Condition is continuing and no Event of Default has occurred and is continuing, all available funds on deposit in any non-U.S. Dollar denominated Collection Account on any Application Date after making the allocations and payments pursuant to Section 5.01(a)(i) through (xxxviii) above, shall be converted to U.S. Dollars four Business Days prior to such Application Date using the Spot Rate in effect on the Business Day immediately preceding such date of conversion and shall be deposited into the applicable Cash Trap Reserve Sub- Account pursuant to Section 5.01(a)(~~xxi~~xix) on such Application Date.
(f) If an Amortization Period is continuing, a Class B PIK Period is continuing or an Event of Default has occurred and is continuing, all Available Funds on deposit in any non-U.S. Dollar denominated Collection Account on any Application Date after making the allocations and payments described in Section 5.01(a)(i) through (~~xxi~~xix) above, shall be converted to U.S. Dollars four Business Days prior to such Application Date using the Spot Rate in effect on the Business Day immediately preceding such date of conversion and shall be deposited into the Debt Service Sub-Account pursuant to Section 5.01(a)(xx), (xxi), (xxii) ,(~~xxvi~~xxiii) or (xxiv).
(ii) if (A) ~~an Amortization~~ a Class B PIK Period is not then in effect, and (B) no Event of Default has occurred and is continuing ~~and (C) such Payment Date does not occur during an ARD Period for any Class A Notes~~, to the holders of each Class of Class B Notes, in respect of interest, pro rata based on the amount of Accrued Note Interest for each such Note of such Class on such Payment Date up to an amount equal to the aggregate Accrued Note Interest for such Class of Notes for such Payment Date (and, to the extent not previously paid, for all prior Payment Dates) and any shortfall of Accrued Note Interest shall be considered PIK Interest that is to be added to the Note Principal Balance for such Note;
(iii) if (A) an Amortization Period is not then in effect, (B) a Class B PIK Period is not then in effect, (C) no Event of Default has occurred and is continuing and (CD) such Payment Date does not occur during an ARD Period for any Class A Notes or Class B Notes of any Series, to the holders of each Class of Class C Notes, in respect of interest, pro rata based on the amount of Accrued Note Interest for each such Note of such Class on such Payment Date up to an amount equal to the aggregate Accrued Note Interest for such Class of Notes for such Payment Date (and, to the extent not previously paid, for all prior Payment Dates);
(vi) if (A) an Amortization Period is not then in effect, (B) a Class B PIK Period is not then in effect and (C) no Event of Default has occurred and is continuing, to the holders of any Class B Notes, an amount up to the Class B Sweep Amount, if any, as of such Payment Date, in respect of principal pro rata based on the Note Principal Balance of such Note on such Payment Date;
(vii) ~~(vi)~~ if (A) an Amortization Period is not then in effect and (B) no Event of Default has occurred and is continuing, if the Additional Principal Payment Amount for such Payment Date is greater than zero, to the Holders of each Class of Notes, in direct order of alphabetical designation (and amounts so allocated to the Class A Notes will be further allocated among the numerical Classes of Class A Notes in accordance with the Applicable Class A Payment Priority), in respect of principal pro rata based on the Note Principal Balance of each such Note of such Class on such Payment Date together with any applicable Prepayment Consideration then due in respect of such principal repayment, up to an amount equal to the lesser of (a) the Class Principal Balance of such Class of Notes and (b) the Additional Principal Payment Amount and any such Prepayment Consideration;
(viii) ~~(vii)~~ if such Payment Date is during the ARD Period for any Class of any Series of Outstanding Variable Funding Notes or Term Notes ~~containing~~that includes Outstanding Class A Notes or Class B Notes and (A) an Amortization Period is not then in effect and (B) no Event of Default has occurred and is continuing, to the Holders of each Class of such Series of Variable Funding Notes or Term Notes that are Class A Notes or Class B Notes, as the case may be, in direct order of alphabetical designation (and amounts so allocated to the Class A Notes will be further allocated among the numerical Classes of Class A Notes in accordance with the Applicable Class A Payment Priority), in respect of principal pro rata based on the Note Principal Balance of each such Note of such Class on such Payment Date, up to an amount equal to the unpaid principal amount of such Class of Notes;
(ix) ~~(viii)~~ if (A) an Amortization Period is not then in effect ~~and~~, (B) a Class B PIK P~~eri~~od is not then in effect and (C) no Event of Default has occurred and is continuing, to the holders of each Class of Class BC Notes, in respect of interest, pro rata based on the amount of Accrued Note Interest for each such Note of such Class on such Payment Date up to an amount equal to the aggregate Accrued Note Interest for such Class of Notes for such Payment Date and any shortfall of Accrued Note Interest shall be considered PIK Interest that is to be added to the Note Principal Balance for such Note;
(x) ~~(ix)~~ if (A) an Amortization Period is not then in effect ~~and~~, (B) a Class B PIK Period is not then in effect and (C) no Event of Default has occurred and is continuing, to the holders of any Class BC Notes, an amount up to the Class BC Sweep Amount, if any, as of such Payment Date, in respect of principal pro rata based on the Note Principal Balance of such Note on such Payment Date;
(xi) ~~(x)~~ if such Payment Date is during the ARD Period for any Class BC Notes of any Series and (A) an Amortization Period is not then in effect and (B) no Event of Default has occurred and is continuing, to the holders of such Class BC Notes, pro rata in respect of principal, based on the Note Principal Balance of each such Note of such Class on such Payment Date, up to an amount equal to the unpaid principal amount of such Class of Notes;
(xi) if (A) an Amortization Period is not then in effect and (B) no Event of Default has occurred and is continuing, to the holders of each Class of Class C Notes, in respect of interest, pro rata based on the amount of Accrued Note Interest for each such Note of such Class on such Payment Date up to an amount equal to the aggregate Accrued Note Interest for such Class of Notes for such Payment Date and any shortfall of Accrued Note Interest shall be considered PIK Interest that is to be added to the Note Principal Balance for such Note;
(xii) if (A) an Amortization Period is not then in effect and (B) no Event of Default has occurred and is continuing, to the holders of any Class C Notes, an amount up to the Class C Sweep Amount, if any, as of such Payment Date, in respect of principal pro rata based on the Note Principal Balance of such Note on such Payment Date;
(xii) ~~(xiii)~~ if such Payment Date is during ~~the ARD~~an Amortization Period ~~for any Class C Notes~~ and (A) ~~an Amortization~~a Class B PIK Period is not then in effect and (B) no Event of Default has occurred and is continuing, to the ~~holders of such Class C Notes, pro rata~~Holders of each Class of Class A Notes and Class B Notes, in direct order of alphabetical designation (and amounts so allocated to the Class A Notes will be further allocated among the numerical Classes of Class A Notes in accordance with the Applicable Class A Payment Priority), in respect of principal, pro rata based on the Note Principal Balance of each such Note of such Class on such Payment Date, up to an amount equal to the ~~unpaid principal amount~~Class Principal Balance of such Class of Notes;
(xiii) ~~(xiv)~~ if such Payment Date is during ~~an Amortization~~a Class B PIK Period and no Event of Default has occurred and is continuing, to the Holders of each Class of Class A Notes (and amounts so allocated to the Class A Notes will be further allocated among the numerical Classes of Class A Notes in accordance with the Applicable Class A Payment Priority), in respect of principal pro rata based on the Note Principal Balance of each such Note of such Class on such Payment Date, up to an amount equal to the Class Principal Balance of such Class of Notes;
(xiv) ~~(xv)~~ if such Payment Date is after the occurrence and during the continuance of an Event of Default, to the Holders of each Class of Class A Notes (and amounts so allocated to the Class A Notes will be further allocated among the numerical Classes of Class A Notes in accordance with the Applicable Class A Payment Priority) with respect to each such Class of Notes, (A) first, in respect of interest (and any accrued and unpaid VFN Undrawn Commitment Fees and any other fees, expenses and other amounts due to the Holders of the Variable Funding Notes under any Variable Funding Note Purchase Agreement) for such Class of Notes pro rata based on the amount of Accrued Note Interest for each such Note of such Class (and any accrued amount of any such VFN Undrawn Commitment Fees and any other fees, expenses and other amounts due to the holders of the Variable Funding Notes under any Variable Funding Note Purchase Agreement) on such Payment Date (and, to the extent not previously paid, for all prior Payment Dates), up to an amount equal to the aggregate Accrued Note Interest for such Class of Notes (and any accrued amount of any such VFN Undrawn Commitment Fees and any other fees, expenses and other amounts due to the holders of the Variable Funding Notes under any Variable Funding Note Purchase Agreement) for such Payment Date (and, to the extent not previously paid, for all prior Payment Dates), and (B) second, in respect of principal for such Class of Notes pro rata based on the Note Principal Balance of each such Note of such Class on such Payment Date, up to an amount equal to the Class Principal Balance of such Class of Notes;
(xv) ~~(xvi)~~ during ~~an Amortization~~a Class B PIK Period or during the continuation of an Event of Default, to the holders of each Class of Class B Notes, (A) first, in respect of interest, pro rata based on the amount of Accrued Note Interest for such Class of Notes and any shortfall of Accrued Note Interest shall be considered PIK Interest that is to be added to the Note Principal Balance for such Note and (B) second, in respect of principal for such Class of Notes pro rata based on the Note Principal Balance of each such Note of such Class on such Payment Date, up to an amount equal to the Class Principal Balance of such Class of Notes;
(xvi) ~~(xvii)~~ during an Amortization Period, during a Class B PIK Period or during the continuation of an Event of Default, to the holders of each Class of Class C Notes, (A) first, in respect of interest, pro rata based on the amount of Accrued Note Interest for such Class of Notes and any shortfall of Accrued Note Interest shall be considered PIK Interest that is to be added to the Note Principal Balance for such Note and (B) second, in respect of principal for such Class of Notes pro rata based on the Note Principal Balance of each such Note of such Class on such Payment Date, up to an amount equal to the Class Principal Balance of such Class of Notes;
(xvii) ~~(xviii)~~ (A) first, if the Contingent Interest for such Payment Date is greater than zero, pro rata to the Holders of the related Class A-1 Notes, up to the amount equal to the Contingent Interest, (B) second, if the Deferred Contingent Interest for such Payment Date is greater than zero, pro rata to the Holders of the related Class A-1 Notes, up to the amount equal to the Deferred Contingent Interest and (C) third, to the Holders of each Class of Notes, in direct order of alphabetical designation (and amounts so allocated to the Class A Notes will be further allocated among the numerical Classes of Class A Notes in accordance with the Applicable Class A Payment Priority), first, in respect of Deferred VFN Funding Amount pro rata based on the amount of Deferred VFN Funding Amount due on each such Note of such Class, second in respect of Post-ARD Additional Interest pro rata based upon the amount of Post-ARD Additional Interest due on each such Note of such Class, and third, in respect of Deferred Post-ARD Additional Interest pro rata based on the amount of Deferred Post-ARD Additional Interest due on each such Note of such Class; and
(xviii) ~~(xix)~~ to the U.S. Co-Issuer or the Canadian Co-Issuer, as applicable, the applicable Allocable Share of the remaining amount of Payment Date Funds for such Payment Date after making the allocations and payments described above, to be used for any purpose not prohibited under the Transaction Documents.

Section 10.01 Events of Default 2 changes

(a) Interest. Failure of the Co-Issuers to make any payment of interest on the Notes when due on any Payment Date and such failure continues for two Business Days (provided that the failure of the Co-Issuers to pay (i) any Contingent Interest for which funds are not available in accordance with Section 5.01(g)(~~xviii~~xvii) shall not constitute an Event of Default ~~and~~, (ii) any Accrued Note Interest on the Class B Notes ~~or the~~on any Payment Date on which a Class B PIK Period is in effect for which funds are not available in accordance Section 5.01(g)(xv) shall not constitute an Event of Default unless such amounts remain unpaid as of the applicable Rated Final Payment Date and (iii) any Accrued Note Interest on the Class C Notes on any Payment Date on which an Amortization Period or an ARD Period with respect to any Outstanding Class of any Series of Notes is in effect for which funds are not available in accordance Section 5.01(g)(~~viii), (xi), (xvi~~ix) or (~~xvii~~xvi) shall not constitute an Event of Default unless such amounts remain unpaid as of the applicable Rated Final Payment Date);
(c) Other Monetary Default. Any monetary default by any Guarantor or Obligor under any Transaction Document, including failure to pay VFN Undrawn Commitment Fees and any other fees expenses and other amounts due to the Holders of the Variable Funding Notes under any Variable Funding Note Purchase Agreement, in each case, within the applicable cure period (other than those covered by clause (a) or clause (b) above) (provided that the failure of the Co-Issuers to pay any VFN Undrawn Commitment Fees or any other fees, expenses and other amounts due to the Holders of the Variable Funding Notes under any Variable Funding Note Purchase Agreement for which funds are not available in accordance with Section 5.01(g)(~~xviii~~xvii) shall not constitute an Event of Default) or if no cure period is set forth in such Transaction Document, which default continues unremedied for a period of 30 days after receipt by the Co-Issuers of written notice from the Indenture Trustee or the Servicer (with a copy to the Indenture Trustee) of such default requiring such default to be remedied;

Method

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