10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number 1-8519

CINCINNATI BELL INC.

Ohio	31-1056105
(State of Incorporation)	(I.R.S. Employer Identification No.)

221 East Fourth Street, Cincinnati, Ohio 45202

(Address of principal executive offices) (Zip Code)

(513) 397-9900

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ☒     No   ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( § 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes   ☒     No   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ☐   No   ☒

Securities Registered Pursuant to Section 12(b) of the Act:

TABLE OF CONTENTS

PART I. Financial Information

Description		Page
Item 1.	Financial Statements
	Condensed Consolidated Statements of Operations (Unaudited)	1
	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	2
	Condensed Consolidated Statements of Shareowners' Equity (Deficit) (Unaudited)	3
	Condensed Consolidated Balance Sheets (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	40
Item 4.	Controls and Procedures	40
	PART II. Other Information
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Default upon Senior Securities	41
Item 4.	Mine Safety Disclosure	41
Item 5.	Other Information	41
Item 6.	Exhibits	42
	Signatures	43

Cincinnati Bell Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in millions)

(Unaudited)

	Successor			Predecessor			Successor			Predecessor
	Three Months Ended June 30, 2022			Three Months Ended June 30, 2021			Six Months Ended June 30, 2022			Six Months Ended June 30, 2021
Revenue	$	439.5		$	414.2		$	875.3		$	824.1
Costs and expenses
Cost of services and products, excluding items below		241.2			224.8			479.7			444.9
Selling, general and administrative, excluding items below		95.9			85.4			185.5			169.2
Depreciation and amortization		130.1			71.8			249.6			142.8
Restructuring and severance related charges		0.4			0.4			1.3			0.9
Transaction and integration costs		4.3			1.4			6.6			3.3
Total operating costs and expenses		471.9			383.8			922.7			761.1
Operating (loss) income		(32.4	)		30.4			(47.4	)		63.0
Interest expense		18.4			33.5			34.9			65.9
Other components of pension and postretirement benefit plans (benefit) expense		(2.6	)		1.7			(5.2	)		4.3
Other expense (income), net		11.8			(0.2	)		11.4			—
Loss before income taxes		(60.0	)		(4.6	)		(88.5	)		(7.2	)
Income tax (benefit) expense		(14.0	)		—			(20.5	)		0.4
Net loss		(46.0	)		(4.6	)		(68.0	)		(7.6	)
Preferred stock dividends		—			2.6			—			5.2
Net loss applicable to common shareowners	$	(46.0	)	$	(7.2	)	$	(68.0	)	$	(12.8	)

The accompanying notes are an integral part of the condensed consolidated financial statements.

1

Cincinnati Bell Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars in millions)

(Unaudited)

	Successor			Predecessor			Successor			Predecessor
	Three Months Ended June 30, 2022			Three Months Ended June 30, 2021			Six Months Ended June 30, 2022			Six Months Ended June 30, 2021
Net loss	$	(46.0	)	$	(4.6	)	$	(68.0	)	$	(7.6	)
Other comprehensive income (loss), net of tax:
Foreign currency translation (loss) gain		(3.1	)		1.6			(1.3	)		2.6
Cash flow hedges:
Unrealized (loss) gain on cash flow hedges arising during the period, net of tax of $0.0, $0.2		—			(0.1	)		—			0.5
Reclassification adjustment for net losses included in net income, net of tax of $0.6, $1.1		—			1.7			—			3.5
Defined benefit plans:
Net (loss) gain arising from remeasurement during the period, net of tax of ($0.4), $1.8, ($0.4), $1.8		(1.3	)		6.0			(1.3	)		6.0
Amortization of prior service benefits included in net income, net of tax of ($0.2), ($0.3)		—			(0.5	)		—			(1.0	)
Amortization of net actuarial loss included in net income, net of tax of $1.2, $2.6		—			4.0			—			8.9
Total other comprehensive (loss) income		(4.4	)		12.7			(2.6	)		20.5
Total comprehensive (loss) income	$	(50.4	)	$	8.1		$	(70.6	)	$	12.9

The accompanying notes are an integral part of the condensed consolidated financial statements.

2

Cincinnati Bell Inc.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREOWNERS' EQUITY (DEFICIT)

(in millions)

(Unaudited)

	6 3/4 % Cumulative Convertible Preferred Shares				Common Shares				Additional Paid-in						Accumulated Other Comprehensive
Successor	Shares		Amount		Shares		Amount		Capital			Accumulated Deficit			Income (Loss)			Total
Balance at March 31, 2022		—	$	—		—	$	—	$	1,716.1		$	(49.2	)	$	3.0		$	1,669.9
Net loss		—		—		—		—		—			(46.0	)		—			(46.0	)
Other comprehensive loss		—		—		—		—		—			—			(4.4	)		(4.4	)
Balance at June 30, 2022		—	$	—		—	$	—	$	1,716.1		$	(95.2	)	$	(1.4	)	$	1,619.5
Predecessor
Balance at March 31, 2021		3.1	$	129.4		50.9	$	0.5	$	2,667.0		$	(2,834.6	)	$	(151.9	)	$	(189.6	)
Net loss		—		—		—		—		—			(4.6	)		—			(4.6	)
Other comprehensive income		—		—		—		—		—			—			12.7			12.7
Stock-based compensation		—		—		—		—		0.9			—			—			0.9
Dividends on preferred stock		—		—		—		—		(2.6	)		—			—			(2.6	)
Balance at June 30, 2021		3.1	$	129.4		50.9	$	0.5	$	2,665.3		$	(2,839.2	)	$	(139.2	)	$	(183.2	)

	6 3/4 % Cumulative Convertible Preferred Shares				Common Shares				Additional Paid-in						Accumulated Other Comprehensive
Successor	Shares		Amount		Shares		Amount		Capital			Accumulated Deficit			Income (Loss)			Total
Balance at December 31, 2021		—	$	—		—	$	—	$	1,716.1		$	(27.2	)	$	1.2		$	1,690.1
Net loss		—		—		—		—		—			(68.0	)		—			(68.0	)
Other comprehensive loss		—		—		—		—		—			—			(2.6	)		(2.6	)
Balance at June 30, 2022		—	$	—		—	$	—	$	1,716.1		$	(95.2	)	$	(1.4	)	$	1,619.5
Predecessor
Balance at December 31, 2020		3.1	$	129.4		50.7	$	0.5	$	2,670.3		$	(2,831.6	)	$	(159.7	)	$	(191.1	)
Net loss		—		—		—		—		—			(7.6	)		—			(7.6	)
Other comprehensive income		—		—		—		—		—			—			20.5			20.5
Shares issued under employee plans		—		—		0.2		—		—			—			—			—
Shares purchased under employee plans and other		—		—		—		—		(2.0	)		—			—			(2.0	)
Stock-based compensation		—		—		—		—		2.2			—			—			2.2
Dividends on preferred stock		—		—		—		—		(5.2	)		—			—			(5.2	)
Balance at June 30, 2021		3.1	$	129.4		50.9	$	0.5	$	2,665.3		$	(2,839.2	)	$	(139.2	)	$	(183.2	)

The accompanying notes are an integral part of the condensed consolidated financial statements.

3

Cincinnati Bell Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in millions, except share amounts)

(Unaudited)  

	June 30, 2022			December 31, 2021
Assets
Current assets
Cash and cash equivalents	$	6.7		$	5.6
Receivables, less allowances of $6.2 and $3.6		377.5			450.2
Inventory, materials and supplies		68.9			57.1
Prepaid expenses		49.6			50.4
Other current assets		14.0			9.1
Total current assets		516.7			572.4
Property, plant and equipment, net		2,002.0			1,966.6
Operating lease right-of-use assets		68.8			44.3
Goodwill		687.1			646.3
Intangible assets, net		884.9			928.3
Deferred income tax assets		5.6			5.3
Other noncurrent assets		43.2			35.6
Total assets	$	4,208.3		$	4,198.8
Liabilities and Shareowners’ Equity
Current liabilities
Current portion of long-term debt	$	19.9		$	19.7
Accounts payable		375.6			399.2
Unearned revenue and customer deposits		81.0			83.2
Accrued taxes		22.2			25.3
Accrued interest		1.1			1.9
Accrued payroll and benefits		45.9			41.9
Other current liabilities		55.0			45.5
Total current liabilities		600.7			616.7
Long-term debt, less current portion		1,521.9			1,428.9
Operating lease liabilities		62.5			40.2
Pension and postretirement benefit obligations		133.5			141.1
Pole license agreement obligation		45.2			46.2
Deferred income tax liability		115.9			139.6
Other noncurrent liabilities		109.1			96.0
Total liabilities		2,588.8			2,508.7
Shareowners’ equity
Additional paid-in capital		1,716.1			1,716.1
Accumulated deficit		(95.2	)		(27.2	)
Accumulated other comprehensive (loss) income		(1.4	)		1.2
Total shareowners’ equity		1,619.5			1,690.1
Total liabilities and shareowners’ equity	$	4,208.3		$	4,198.8

The accompanying notes are an integral part of the condensed consolidated financial statements.

4

Cincinnati Bell Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in millions)

(Unaudited)

	Successor			Predecessor
	Six Months Ended June 30, 2022			Six Months Ended June 30, 2021
Cash flows from operating activities
Net loss	$	(68.0	)	$	(7.6	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		249.6			142.8
Provision for loss on receivables		2.6			0.8
Unrealized loss on interest rate swaps		11.4			—
Noncash portion of interest expense		2.6			2.9
Deferred income taxes		(23.7	)		(2.3	)
Pension and other postretirement payments in excess of expense		(9.2	)		(0.7	)
Stock-based compensation		—			2.2
Other, net		(0.2	)		(0.3	)
Changes in operating assets and liabilities:
Decrease in receivables		69.3			75.2
Increase in inventory, materials, supplies, prepaid expenses and other current assets		(6.5	)		(20.2	)
(Decrease) increase in accounts payable		(45.5	)		20.5
Increase (decrease) in accrued and other current liabilities		4.5			(35.6	)
(Increase) decrease in other noncurrent assets		(6.2	)		0.6
(Decrease) increase in other noncurrent liabilities		(4.5	)		1.8
Net cash provided by operating activities		176.2			180.1
Cash flows from investing activities
Capital expenditures		(200.9	)		(119.7	)
Acquisition of business, net of cash acquired		(65.1	)		—
Proceeds from sale of assets		2.3			—
Other, net		0.3			0.1
Net cash used in investing activities		(263.4	)		(119.6	)
Cash flows from financing activities
Net increase (decrease) in corporate credit and receivables facilities with initial maturities less than 90 days		100.0			(51.6	)
Repayment of debt		(10.7	)		(9.6	)
Debt issuance costs		(0.7	)		(0.8	)
Dividends paid on preferred stock		—			(5.2	)
Other, net		—			(2.0	)
Net cash provided by (used in) financing activities		88.6			(69.2	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		—			—
Net increase (decrease) in cash, cash equivalents and restricted cash		1.4			(8.7	)
Cash, cash equivalents and restricted cash at beginning of period		6.1			17.2
Cash, cash equivalents and restricted cash at end of period	$	7.5		$	8.5
Noncash investing and financing transactions:
Acquisition of property by assuming debt and other noncurrent liabilities	$	2.1		$	2.0
Acquisition of property on account	$	65.6		$	42.7

The accompanying notes are an integral part of the condensed consolidated financial statements.

5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.    Description of Business and Accounting Policies

Organization — On March 13, 2020, the Company (as defined below), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Red Fiber Parent LLC, a Delaware limited liability company (“Parent”), and RF Merger Sub Inc., an Ohio corporation and directly wholly owned subsidiary of Parent (“Merger Sub”). On September 7, 2021 (the “Closing Date” or “Merger Date”), upon the terms and subject to the conditions set forth in the Merger Agreement, and in accordance with the applicable provisions of the Ohio General Corporation Law (the “OGCL”), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). At the effective time of the Merger (the “Effective Time”), the separate corporate existence of Merger Sub ceased, and the Company survived the Merger as a wholly owned private subsidiary of Parent. As of the date of this filing, the Company has ceased to be a registrant, however due to contractual terms in certain indentures, the Company is required to voluntarily file with the U.S. Securities and Exchange Commission (“SEC”).

As a result of the Merger, for accounting purposes, Parent is the acquirer and Cincinnati Bell Inc. is the acquiree and accounting predecessor. The financial statement presentation includes the financial statements of historical Cincinnati Bell Inc. as “Predecessor” for periods prior to the Closing Date and of the Company as “Successor” for the periods after the Closing Date. In connection with the Merger and the related accounting determination, the Company has elected to apply push-down accounting and reflect in its financial statements the fair value of its assets and liabilities. The Condensed Consolidated Financial Statements and footnotes include a black line division between the columns titled "Predecessor" and "Successor" to signify that the amounts shown for the periods prior to and following the Merger are not comparable. The Company has elected to record all expenses that were contingent on the closing of the Merger in the Predecessor period. See Note 2 for additional information on the Merger.

Description of Business — Cincinnati Bell Inc. and its consolidated subsidiaries ("Cincinnati Bell," "we," "our," "us" or the "Company") provide diversified telecommunications and technology services. For ease of reference, the terms “Cincinnati Bell,” “we,” “our Company,” “the Company,” “us,” or “our” as used in this report refer to both the Predecessor and the Successor and their respective subsidiaries. The Company generates a large portion of its revenue by serving customers in Cincinnati, Ohio, Dayton, Ohio and the islands of Hawaii. An economic downturn or natural disaster occurring in these, or a portion of these, limited operating territories could have a disproportionate effect on our business, financial condition, results of operations and cash flows compared to similar companies of a national scope and similar companies operating in different geographic areas.

The Company had receivables with one customer, Verizon Communications Inc. (“Verizon”), which made up 26% of the outstanding accounts receivable balance at December 31, 2021. No customers exceeded 10% of outstanding accounts receivable at June 30, 2022. Revenue derived from foreign operations was approximately 7% of consolidated revenue for the three and six months ended June 30, 2022. Revenue derived from foreign operations was approximately 6% of consolidated revenue for the three and six months ended June 30, 2021. 

Basis of Presentation — The Condensed Consolidated Financial Statements of the Company have been prepared pursuant to the rules and regulations of the SEC and, in the opinion of management, include all adjustments necessary for a fair statement of the results of operations, other comprehensive income, financial position and cash flows for each period presented.

The adjustments referred to above are of a normal and recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to SEC rules and regulations for interim reporting.

The Company’s Condensed Consolidated Balance Sheet as of December 31, 2021 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s 2021 Annual Report on Form 10-K.

Business Combinations — In accounting for business combinations, we apply the accounting requirements of Accounting Standards Codification 805 (“ASC 805”), “Business Combinations,” which requires the recording of net assets of acquired businesses at fair value. In developing fair value estimates for acquired assets and assumed liabilities, management analyzes a variety of factors including market data, estimated future cash flows of the acquired operations, industry growth rates, current replacement cost for fixed assets, and market rate assumptions for contractual obligations. Such a valuation requires management to make significant estimates and assumptions, particularly with respect to the intangible assets. In addition, any contingent consideration is presented at fair value at the date of acquisition, and transaction costs are expensed as incurred. The Company reports in its Condensed Consolidated Financial Statements provisional amounts for the items for which accounting is incomplete. Goodwill is adjusted for any changes to provisional amounts made within the measurement period. See Note 2 for disclosures related to mergers and acquisitions.

6

Use of Estimates — Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates. In the normal course of business, the Company is subject to various regulatory and tax proceedings, lawsuits, claims and other matters. The Company believes adequate provision has been made for all such asserted and unasserted claims in accordance with U.S. GAAP. Such matters are subject to many uncertainties and outcomes that are not predictable with assurance.

Accounting Policies — The complete summary of significant accounting policies is included in the notes to the consolidated financial statements as presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The Company’s accounting policies in the Successor Period are consistent with the accounting policies in the Predecessor Period.  

Cash, Cash Equivalents and Restricted Cash — Cash consists of funds held in bank accounts. Cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less. Restricted cash consists of funds held in an escrow account related to a cost method investment. Restricted cash is included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the Condensed Consolidated Statements of Cash Flows. A reconciliation of cash, cash equivalents and restricted cash to the Condensed Consolidated Balance Sheets follows:

(dollars in millions)	June 30, 2022		December 31, 2021
Cash and cash equivalents	$	6.7	$	5.6
Restricted cash included in Other noncurrent assets		0.8		0.5
Cash, cash equivalents and restricted cash per Condensed Consolidated Statements of Cash Flows	$	7.5	$	6.1

Goodwill — Goodwill represents the excess of the purchase price consideration over the fair value of net assets acquired and recorded in connection with business acquisitions. Goodwill is allocated at the business segment level. Goodwill is tested for impairment on an annual basis or when events or changes in circumstances indicate that such assets may be impaired. If the net book value of the reporting unit exceeds its fair value, an impairment loss is recognized. An impairment loss is measured as the excess of the carrying value of goodwill of a reporting unit over its fair value.

Indefinite-Lived Intangible Assets — Intangible assets represent purchased assets that lack physical substance but can be separately distinguished from goodwill because of contractual or legal rights, or because the asset is capable of being separately sold or exchanged. Federal Communications Commission ("FCC") licenses for wireless spectrum represent indefinite-lived intangible assets. The Company may renew the wireless licenses in a routine manner every ten years for a nominal fee, provided the Company continues to meet the service and geographic coverage provisions required by the FCC. Intangible assets not subject to amortization are tested for impairment annually, or when events or changes in circumstances indicate that the asset might be impaired.  

Long-Lived Assets — Management reviews the carrying value of property, plant and equipment and other long-lived assets, including intangible assets with definite lives, when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the estimated future undiscounted cash flows expected to result from the use of an asset (or group of assets) and its eventual disposition is less than its carrying amount. An impairment loss is measured as the amount by which the asset’s carrying value exceeds its estimated fair value. Long-lived intangible assets are amortized based on the estimated economic value generated by the asset in future years.  

Income and Operating Taxes

Income taxes — In accordance with ASC 740-270, the Company’s income tax provision for interim periods is determined through the use of an estimated annual effective tax rate applied to year-to-date ordinary income/loss plus or minus the tax effects of discrete items. The Company’s estimated annual effective tax rate benefit is higher than the U.S. federal statutory rate due to state income taxes, offset in part by the effect of permanent items such as the GILTI inclusion and entertainment expenses that are not fully deductible for tax.

Operating taxes — Certain operating taxes such as property, sales, use, and gross receipts taxes are reported as expenses in operating income primarily within cost of services. These taxes are not included in income tax expense because the amounts to be paid are not dependent on our level of income. Liabilities for audit exposures are established based on management's assessment of the probability of payment. The provision for such liabilities is recognized as either property, plant and equipment, operating tax expense, or depreciation expense depending on the nature of the audit exposure. Upon resolution of an audit, any remaining liability not paid is released against the account in which it was originally recorded. Certain telecommunication taxes and surcharges that are collected from customers are also recorded as revenue; however, in accordance with ASC 606, revenue associated with these charges is excluded from the transaction price. 

Derivative Financial Instruments — The Company accounts for derivative financial instruments by recognizing derivative instruments as either assets or liabilities in the Condensed Consolidated Balance Sheets at fair value and recognizing the resulting gains or losses as adjustments to the Condensed Consolidated Statements of Operations or “Accumulated Other Comprehensive (Loss) Income.” The Company does not hold or issue derivative financial instruments for trading or speculative purposes.

7

For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated and qualify as cash flow hedges, the gain or loss on the derivative instrument is reported as a component of "Accumulated Other Comprehensive (Loss) Income" in stockholder's equity and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. Derivatives that do not qualify as hedges are adjusted to fair value through earnings in the current period. All cash flows associated with the Company’s derivative instruments are classified as operating activities in the Condensed Consolidated Statements of Cash Flows.

Recently Issued Accounting Standards

Accounting standards that have been issued or proposed by the FASB or other standard-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s condensed consolidated financial statements upon adoption.

2.    Mergers and Acquisitions

Acquisition by Red Fiber Parent LLC

On September 7, 2021, pursuant to the Merger Agreement and in accordance with the applicable provisions of the OGCL, Parent completed the acquisition of Cincinnati Bell in an all cash transaction valued at approximately $3.1 billion, including assumption of debt of $1,357.1 million. Upon the Effective Time, the separate existence of Merger Sub ceased and the Company survived the Merger as a wholly owned subsidiary of Parent.

Pursuant to the Merger Agreement, each of Cincinnati Bell’s issued and outstanding Common Shares was converted into the right to receive $15.50 per share in cash, without interest. Trading of the Company’s Common Shares was suspended on the New York Stock Exchange (“NYSE”) and the Common Shares were subsequently delisted from the NYSE. Additionally, the Company redeemed Depositary Shares simultaneously with the redemption of the 6 3/4% Preferred Shares, at a redemption price of $50 per Depositary Share (equivalent to $1,000 per 6 3/4% Preferred Stock), and the Depositary Shares were subsequently delisted from the NYSE.

The Company accounted for this transaction as a business combination in accordance with the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values, using primarily Level 3 inputs, as described in Note 7, as of the Merger Date. Transaction costs of the acquirer are not included as a component of consideration transferred but are accounted for as expenses in the period in which such costs are incurred, or, if related to the issuance of debt, capitalized as debt issuance costs. Acquisition-related transaction costs incurred as part of the Merger, primarily included advisory, legal and accounting fees. Transaction costs were expensed as incurred and recorded to “Transaction and integration costs” on the Condensed Consolidated Statements of Operations.

The valuation of the assets acquired and liabilities assumed was based on estimated fair values at the Merger Date. The preliminary allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed reflect various preliminary fair value estimates and analyses, including preliminary work performed by third-party valuation specialists, which are subject to change within the measurement period as valuations are finalized. The determination of the final purchase price allocation to specific assets acquired and liabilities assumed is incomplete at June 30, 2022. The primary areas of the preliminary purchase price allocations that are not yet finalized relate to the fair values of income and non-income based taxes and goodwill. The Company expects to continue to obtain information to assist in determining the fair value of the net assets acquired as of the Merger Date during the measurement period.

Measurement period adjustments will be applied retrospectively to the Merger Date. We have not finalized the allocation of the purchase price as it requires extensive use of accounting estimates and valuation methodologies in the determination of such fair values. Any subsequent changes in the estimated fair values assumed upon the finalization of more detailed analysis within the measurement period will change the allocation of the purchase price and will be adjusted during the period in which the amounts are determined. The allocation of goodwill to our Network reporting unit and IT Services and Hardware reporting unit is preliminary as of the date of this filing.

The purchase price for Cincinnati Bell Inc. consisted of the following:

(dollars in millions)
Cash consideration for Cincinnati Bell Inc. common stock	$	807.3
Cash consideration for preferred stock		155.2
Cash consideration for debt repayment		658.2
Total purchase price	$	1,620.7

8

Based on fair value estimates, the purchase price has been allocated on a preliminary basis to individual assets acquired and liabilities assumed as follows:

(dollars in millions)	Cincinnati Bell Inc.
Assets acquired
Cash	$	11.2
Receivables		318.5
Inventory, materials and supplies		56.4
Prepaid expenses		5.6
Other current assets		40.5
Property, plant and equipment		1,950.8
Operating lease right-of-use assets		42.3
Goodwill		646.7
Intangible assets		969.6
Deferred tax assets		6.9
Other noncurrent assets		20.2
Total assets acquired		4,068.7
Liabilities assumed
Current portion of long-term debt		11.8
Accounts payable		381.1
Unearned revenue and customer deposits		51.2
Accrued taxes		24.6
Accrued interest		19.4
Accrued payroll and benefits		49.3
Other current liabilities		75.0
Long-term debt, less current portion		1,378.0
Operating lease liabilities		38.6
Pension and postretirement benefit obligations		151.6
Pole license agreement obligation		46.7
Deferred income tax liability		149.3
Other noncurrent liabilities		71.4
Total liabilities assumed		2,448.0
Net assets acquired	$	1,620.7

Given the size and complexity of the transaction, the entire purchase price allocation disclosed herein continues to be considered provisional at this time and subject to adjustment to reflect new information obtained about factors and circumstances that existed as of the Closing Date that if known would have affected the measurement of the amounts recognized as of that date, while the measurement period remains open. Measurement period adjustments recorded in the second quarter of 2022 are immaterial in nature and impact property, plant and equipment, goodwill and deferred income tax liability.

In connection with this acquisition, the Company recorded goodwill attributable to increased access to a diversified customer base, acquired workforce in the United States, Canada, United Kingdom and India with industry expertise and expected synergies. The goodwill related to this acquisition is not deductible for tax purposes.

9

The Company recorded definite-lived intangible assets related to the customer relationships, trade names and technology and an indefinite-lived intangible asset related to FCC licenses. The preliminary fair value of the most significant identified intangible assets, customer relationships and trade names, were valued using the multi-period excess earnings method and relief from royalty method, under the income approach. The Company applied judgment which involved the use of significant assumptions with respect to revenue growth rates, customer attrition rate, discount rate and terminal growth rate in relation to the customer relationships and royalty rates and discount rate in relation to the trade names. The preliminary fair values of the identifiable intangible assets acquired on the Merger Date were as follows:

(dollars in millions)	Fair Value		Useful Lives
Customer relationships	$	850.0	15 years
Trade names		108.0	3 to 10 years
Technology		5.0	7 years
FCC licenses and spectrum usage rights		6.6	Indefinite
Total identifiable intangible assets	$	969.6

Acquisition of Paniolo Fiber Assets

On August 31, 2021, the Company acquired substantially all of the operating assets of Paniolo Cable Company, LLC (the “Paniolo Acquisition”), previously held by the bankruptcy estate of Paniolo, which include inter-island submarine and middle-mile terrestrial fiber infrastructure assets in Hawaii as well as central offices and landing stations for the submarine fiber. The Company accounted for the Paniolo Acquisition as an asset acquisition under ASC 805-10-55 “Business Combinations” because the assets acquired from Paniolo do not include an assembled workforce, and the gross value of the assets acquired meets the screen test in ASC 805-10-55-5A related to substantially all of the fair value being concentrated in a single asset or group of assets (i.e., the fiber infrastructure assets) and, thus, the assets are not considered a business. The acquisition of Paniolo’s assets augments the Company’s existing backbone network and increases the Company’s total submarine and terrestrial fiber footprint by more than 400 miles.  

The aggregate purchase price paid upon closing of the Paniolo Acquisition after transactional costs was $52.3 million, consisting of $29.3 million in cash and $23.0 million in committed purchase money financing. The assets are recorded as network equipment and buildings in “Property, plant and equipment, net” on the Condensed Consolidated Balance Sheets. As of June 30, 2022, $0.5 million and $22.0 million of the committed purchase money financing was recorded in “Current portion of long-term debt” and “Long-term debt, less current portion,” respectively, on the Condensed Consolidated Balance Sheets. As of December 31, 2021, $0.5 million and $22.3 million of the committed purchase money financing was recorded in “Current portion of long-term debt” and “Long-term debt, less current portion,” respectively, on the Condensed Consolidated Balance Sheets.

Acquisition of Agile IWG Holdings, LLC

On May 2, 2022 (“Agile Acquisition Date”), the Company acquired Agile IWG Holdings, LLC (“Agile”), based in Canton, Ohio for total cash consideration of $65.1 million. Agile delivers customers, primarily located in Ohio and Pennsylvania, with middle mile, last mile and campus connectivity services through hybrid fiber wireless networks that are designed, built and managed by Agile.

The cash portion of the purchase price was funded through borrowings under the Receivables Facility and the Revolving Credit Facility (see Note 5).

Measurement period adjustments related to the acquisition of Agile will be applied retrospectively to the Agile Acquisition Date. However, given the circumstances of this acquisition which closed during the second quarter of 2022, the entire purchase price allocation disclosed herein is considered provisional at this time and subject to adjustment to reflect new information obtained about factors and circumstances that existed as of the Agile Acquisition Date that if known would have affected the measurement of the amounts recognized as of that date, while the measurement period remains open.

The valuation of the assets acquired and liabilities assumed is based on estimated fair values at the Agile Acquisition Date. The allocation disclosed below is considered preliminary in nature due to the ongoing work by management, with the assistance of third party experts, to refine the fair value estimates as well as the timing of the acquisition close date occurring mid-quarter. The Company considers the allocation and fair value estimates of property, plant and equipment, ROU Assets and Liabilities, Intangible Assets and Goodwill to be preliminary in nature as of June 30, 2022. The Company expects to continue to obtain information to assist in determining the fair value of the net assets acquired as of the Agile Acquisition Date during the measurement period.

The Company incurred $1.7 million in acquisition expenses related to the Agile acquisition, of which $0.1 million and $1.6 million was recorded in the three and six months ended June 30, 2022, respectively. No expenses were recorded in the prior year comparable periods related to the Agile acquisition. These expenses are recorded in "Transaction and integration costs" on the Condensed Consolidated Statements of Operations.

10

Based on fair value estimates, the purchase price has been allocated on a preliminary basis to individual assets acquired and liabilities assumed as follows:

(dollars in millions)	Agile
Assets acquired
Receivables and other current assets	$	1.5
Property, plant and equipment		10.0
Operating lease right-of-use assets		22.0
Intangible assets		17.5
Goodwill		40.9
Total assets acquired		91.9
Liabilities assumed
Accrued expenses and other current liabilities		2.2
Operating lease liabilities		20.4
Other noncurrent liabilities		4.2
Total liabilities assumed		26.8
Net assets acquired	$	65.1

The entire purchase price allocation disclosed herein continues to be considered provisional at this time and subject to adjustment to reflect new information obtained about factors and circumstances that existed as of the Agile Acquisition Date that if known would have affected the measurement of the amounts recognized as of that date, while the measurement period remains open.

Based on fair value estimates, the identifiable intangible assets acquired are as follows:

(dollars in millions)	Fair Value
Customer relationships	$	14.0
Trade names		2.5
Technology		1.0
Total identifiable intangible assets	$	17.5

11

3.    Revenue

The Network segment provides products and services to both residential and commercial customers that can be categorized as Fioptics, previously referred to as “Consumer/SMB Fiber” in Hawaii and collectively with Fioptics in Cincinnati, Enterprise Fiber or Legacy. The products and services within these three categories can be further categorized as either Data, Voice, Video or Other. Fioptics and Legacy revenue include both residential and commercial customers. Enterprise Fiber revenue includes ethernet and dedicated internet access services that are provided to enterprise customers, as well as revenue associated with the Southeast Asia to United States ("SEA-US") trans-Pacific submarine cable system. Subsequent to the Company’s acquisition of Agile, services provided by Agile are also included in Enterprise Fiber.

Residential customers have implied month-to-month contracts. Commercial customers, with the exception of contracts associated with the SEA-US cable system, typically have contracts with a duration of one to five years and automatically renew on a month-to-month basis. Customers are invoiced on a monthly basis for services rendered. Contracts for projects that are included within the Other revenue stream are typically short in duration and less than one year. Contracts associated with the SEA-US cable system typically range from 15 to 25 years and payment is prepaid.

The IT Services and Hardware segment provides a full range of Information Technology ("IT") solutions, including Communications, Cloud and Consulting services. IT Services and Hardware customers enter into contracts that have a typical duration of one to five years, with varied renewal options at the end of the term. Customers are invoiced on a monthly basis for services rendered. The IT Services and Hardware segment also provides enterprise customers with Infrastructure Solutions, which includes the sale of hardware and maintenance contracts. These contracts are typically satisfied in less than twelve months and revenue is recognized at a point in time.

The Company has elected the practical expedient described in ASC 606-10-32-18 that allows an entity to not adjust the promised amount of consideration for the effects of a significant financing component if the entity expects that the period of time between the transfer of a promised good or service to the customer and when the customer pays for such good or service will be one year or less. Customers are typically billed immediately upon the rendering of services or the delivery of products. Payment terms for customers are between 30 and 120 days. Subsequent to the acquisition of Hawaiian Telcom Holdco., Inc. ("Hawaiian Telcom"), the Company began recognizing a financing component associated with the up-front payments for services to be delivered under indefeasible right of use ("IRU") contracts for fiber circuit capacity. The IRU contracts typically have a duration ranging from 15 to 25 years.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, or a series of distinct goods or services, and is the unit of account defined in ASC Topic 606. The transaction price identified in the contract is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Contract modifications for changes to services provided are routine throughout the term of our contracts. In most instances, contract modifications are for the addition or reduction of services that are distinct, and price changes are based on the stand-alone selling price of the service and, as such, are accounted for on a prospective basis as a new contract.

Goods and services are sold individually, or a contract may include multiple goods or services. For contracts with multiple goods and services, the transaction price identified in the contract is allocated to each performance obligation using the stand-alone selling price of each distinct good or service in the contract.

Certain customers of the Company may receive cash-based rebates based on volume of sales, which are accounted for as variable consideration. Potential rebates are considered at contract inception in our estimate of transaction price based on the estimated projection of sales volume. Estimates are reassessed quarterly.

Performance obligations are satisfied either over time as services are performed or at a point in time. Substantially all of our service revenue is recognized over time. For services transferred over time, the Company has elected the practical expedient to recognize revenue based on amounts invoiced to the customer as the Company has concluded that the invoice amount directly corresponds with the value of services provided to the customer. Management considers this a faithful depiction of the transfer of control as services are provided evenly over the month and are substantially the same over the life of the contract. As the Company has elected the practical expedients detailed at ASC 606-10-50-13, revenue for these unsatisfied performance obligations that will be billed in future periods has not been disclosed.

As of June 30, 2022, our estimated revenue, including a financing component, expected to be recognized in the future related to performance obligations associated with customer contracts that are unsatisfied (or partially unsatisfied) is $186.8 million. Certain IRU contracts extend for periods of up to 30 years and are invoiced at the beginning of the contract term. The revenue from such contracts is recognized over time as services are provided over the contract term. The expected revenue to be recognized for existing customer contracts is as follows:

12

(dollars in millions)
Six months ended December 31, 2022	$	6.9
2023		15.2
2024		16.9
2025		16.9
2026		17.0
Thereafter		113.9

Network

The Company has identified four distinct performance obligations in the Network segment, namely Data, Voice, Video and Other. For each of the Data, Voice and Video services, service is delivered to the customer continuously and in a substantially similar manner for each period of the agreement, the customer takes full control over the services as the service is delivered, and as such, Data, Voice and Video are identified to be a series of distinct services. Services provided by the Network segment can be categorized into three main categories that include Fioptics, Enterprise Fiber and Legacy, each of which may include one or more of the aforementioned performance obligations. Data services include high-speed internet access, digital subscriber lines, ethernet, routed network services, SONET (Synchronous Optical Network), dedicated internet access, wavelength, digital signal and IRU revenue. Voice services include traditional and fiber voice lines, switched access, digital trunking and consumer long distance calling. Video services are offered through our fiber network to residential and commercial customers based on various standard plans with the opportunity to add premium channels. To receive video services, customers are required to use the Company's set top boxes that are billed as part of the monthly recurring service. Set top boxes are not considered a separate performance obligation from video because the equipment is necessary for the service to operate and the customer has no alternative use for the equipment.

Services and products not included in Data, Voice or Video are included in Other revenue and are comprised of wire care, time and materials projects, subsidized fiber build projects and advertising. Transfer of control of these services and products is evaluated on an individual project basis and can occur over time or at a point in time.

The Company uses multiple methods to determine stand-alone selling prices in the Network segment. For Data, Video and Voice products in Fioptics, market rate is the primary method used to determine stand-alone selling prices. For Data performance obligations under the Enterprise Fiber category, and Voice, Data and Other performance obligations under the Legacy category, stand-alone selling prices are determined based on a list price, discount off of list price, a tariff rate, a margin percentage range, or a minimum margin percentage.

IT Services and Hardware

The Company has identified four distinct performance obligations in the IT Services and Hardware segment. These performance obligations are Communications, Cloud, Consulting and Infrastructure Solutions. Communications services are monthly services that include data and VoIP services, tailored solutions that include converged IP communications of data, voice, video and mobility applications, enterprise long distance, MPLS (Multi-Protocol Label Switching) and conferencing services. Cloud services include storage, backup, disaster recovery, SLA-based monitoring and management, cloud computing and cloud consulting. Consulting services provide customers with IT staffing, consulting and emerging technology solutions. Infrastructure Solutions includes the sale of hardware and maintenance contracts as well as installation projects.

For the sale of hardware, the Company evaluated whether it is the principal or the agent. The Company has concluded it acts as an agent because it does not control the inventory before it is transferred to customers, it does not have the ability to direct the product to anyone besides the purchasing customer, and it does not integrate the hardware with any of its own goods or services. Based on this assessment, the performance obligation is to arrange a sale of hardware between the vendor and the customer. In the instance where there is an issue with the hardware, the Company coordinates with the manufacturer to facilitate a return in accordance with the standard manufacturer warranty. Hardware returns are not significant to the Company.

Within the IT Services and Hardware segment, stand-alone selling prices for the four performance obligations are determined based on either a margin percentage range, minimum margin percentage or discount from standard price list if it is determined to be representative of stand-alone selling price.

For hardware sales, revenue is recognized net of the cost of product and is recognized when the hardware is either shipped or delivered in accordance with the terms of the contract. For certain projects within Communications and Consulting, revenue is recognized when the customer communicates acceptance of the services performed. For contracts with freight on board shipping terms, management has elected to account for shipping and handling as activities to fulfill the promise to transfer the good, and, therefore, has not evaluated whether shipping and handling activities are promised services to its customers.

13

Contract Balances 

The Company recognizes incremental fulfillment costs as an asset when installation expenses are incurred as part of performing the agreement for Voice, Video and Data product offerings in the Network segment in which the contract life is longer than one year. These fulfillment costs are amortized ratably over the expected life of the customer, which is representative of the expected period of benefit of the asset capitalized. The expected life of the customer is determined utilizing the average churn rate for each product. The Company calculates average churn based on the historical average customer life. We also recognize an asset for incremental fulfillment costs for certain Communications services in the IT Services and Hardware segment that require us to incur installation and provisioning expenses. The asset recognized for Communication services is amortized over the average contract life. Churn rates and average contract life are reviewed on an annual basis. Fulfillment costs are capitalized to “Other noncurrent assets.” The related amortization expense is recorded to “Cost of services and products.”

The Company recognizes an asset for the incremental costs of acquiring a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs related to Voice, Video, Data and certain Communications and Cloud services meet the requirements to be capitalized. The contract asset established for the costs of acquiring a contract is recorded to “Other noncurrent assets.” Sales incentives are amortized ratably over the period that services are delivered using either an average churn rate or average contract term, both representative of the expected period of benefit of the asset capitalized. Customer churn rates and average contract term assumptions are reviewed on an annual basis. The related amortization expense is recorded to “Selling, general and administrative.”

Management has elected to use the practical expedient detailed in ASC 340-40-25-4 to expense any costs to fulfill a contract and costs to obtain a contract as they are incurred when the amortization period would have been one year or less. This practical expedient has been applied to fulfillment costs that include installation costs associated with wiring projects and certain Cloud services. In addition, this practical expedient has been applied to acquisition costs associated with revenue from certain Communications projects.

The following table presents the activity for the Company’s contract assets:

	Fulfillment Costs									Cost of Acquisition									Total Contract Assets
(dollars in millions)	Network			IT Services and Hardware			Total Company			Network			IT Services and Hardware			Total Company			Network			IT Services and Hardware			Total Company
Balance as of December 31, 2021	$	0.7		$	0.7		$	1.4		$	3.3		$	0.3		$	3.6		$	4.0		$	1.0		$	5.0
Additions		0.5			0.5			1.0			2.6			0.7			3.3			3.1			1.2			4.3
Amortization		(0.1	)		(0.1	)		(0.2	)		(0.4	)		(0.1	)		(0.5	)		(0.5	)		(0.2	)		(0.7	)
Balance as of March 31, 2022		1.1			1.1			2.2			5.5			0.9			6.4			6.6			2.0			8.6
Additions		0.6			0.9			1.5			2.4			0.3			2.7			3.0			1.2			4.2
Amortization		(0.1	)		(0.1	)		(0.2	)		(0.4	)		(0.4	)		(0.8	)		(0.5	)		(0.5	)		(1.0	)
Balance as of June 30, 2022	$	1.6		$	1.9		$	3.5		$	7.5		$	0.8		$	8.3		$	9.1		$	2.7		$	11.8

The Company recognizes a liability for cash received up-front for IRU contracts. At June 30, 2022 and December 31, 2021, $2.6 million and $2.2 million, respectively, of contract liabilities were included in "Other current liabilities." At June 30, 2022 and December 31, 2021, $55.8 million and $57.2 million, respectively, of contract liabilities were included in "Other noncurrent liabilities."

14

Disaggregated Revenue

The following table presents revenues disaggregated by product and service lines:

	Successor			Predecessor			Successor			Predecessor
(dollars in millions)	Three Months Ended June 30, 2022			Three Months Ended June 30, 2021			Six Months Ended June 30, 2022			Six Months Ended June 30, 2021
Data	$	129.5		$	121.6		$	255.6		$	242.9
Video		48.4			47.9			97.0			96.5
Voice		57.7			64.6			117.0			130.5
Other		11.4			6.9			20.9			13.9
Total Network		247.0			241.0			490.5			483.8
Consulting		83.5			71.6			166.9			137.1
Cloud		25.1			24.3			49.7			47.7
Communications		54.3			55.0			109.2			109.0
Infrastructure Solutions		36.1			29.0			72.0			59.9
Total IT Services and Hardware		199.0			179.9			397.8			353.7
Intersegment revenue		(6.5	)		(6.7	)		(13.0	)		(13.4	)
Total revenue	$	439.5		$	414.2		$	875.3		$	824.1

The following table presents revenues disaggregated by contract type:

	Successor									Predecessor
	Three Months Ended June 30, 2022									Three Months Ended June 30, 2021
(dollars in millions)	Network		IT Services and Hardware		Intersegment revenue elimination			Total		Network		IT Services and Hardware		Intersegment revenue elimination			Total
Products and Services transferred at a point in time	$	6.1	$	38.1	$	—		$	44.2	$	5.8	$	31.6	$	—		$	37.4
Products and Services transferred over time		236.1		159.2		—			395.3		230.3		146.5		—			376.8
Intersegment revenue		4.8		1.7		(6.5	)		—		4.9		1.8		(6.7	)		—
Total revenue	$	247.0	$	199.0	$	(6.5	)	$	439.5	$	241.0	$	179.9	$	(6.7	)	$	414.2

	Successor									Predecessor
	Six Months Ended June 30, 2022									Six Months Ended June 30, 2021
(dollars in millions)	Network		IT Services and Hardware		Intersegment revenue elimination			Total		Network		IT Services and Hardware		Intersegment revenue elimination			Total
Products and Services transferred at a point in time	$	13.5	$	76.6	$	—		$	90.1	$	11.7	$	65.0	$	—		$	76.7
Products and Services transferred over time		467.3		317.9		—			785.2		462.4		285.0		—			747.4
Intersegment revenue		9.7		3.3		(13.0	)		—		9.7		3.7		(13.4	)		—
Total revenue	$	490.5	$	397.8	$	(13.0	)	$	875.3	$	483.8	$	353.7	$	(13.4	)	$	824.1

15

4.    Goodwill and Intangible Assets

Goodwill

The changes in the Company's goodwill consisted of the following:

(dollars in millions)	IT Services and Hardware			Network		Total Company
Goodwill, balance as of December 31, 2021	$	157.4		$	488.9	$	646.3
Activity during the year:
Adjustments to prior year Merger		(0.4	)		0.8		0.4
Acquisition of Agile		—			40.9		40.9
Currency translations		(0.5	)		—		(0.5	)
Goodwill, balance as of June 30, 2022	$	156.5		$	530.6	$	687.1

As mentioned in Note 2, in connection with the Merger, the Company’s assets and liabilities were measured at fair value as of the date of the Merger. The allocation of goodwill to our Network reporting unit and IT Services and Hardware reporting unit continues to be preliminary as of the date of this filing. In addition, goodwill in the Network segment increased by $40.9 million due to the acquisition of Agile. See Note 2 for further information related to the Agile acquisition.

No impairment losses were recognized in goodwill for the three and six months ended June 30, 2022 and 2021.

16

Intangible Assets

The Company’s intangible assets consisted of the following:

	June 30, 2022							December 31, 2021
	Gross Carrying		Accumulated			Net		Gross Carrying		Accumulated			Net
(dollars in millions)	Amount		Amortization			Amount		Amount		Amortization			Amount
Intangible assets subject to amortization
Customer relationships	$	863.1	$	(88.0	)	$	775.1	$	850.0	$	(36.2	)	$	813.8
Trade names		110.3		(12.7	)		97.6		108.0		(5.0	)		103.0
Technology		6.0		(0.6	)		5.4		5.0		(0.2	)		4.8
Total		979.4		(101.3	)		878.1		963.0		(41.4	)		921.6
Intangible assets not subject to amortization
FCC licenses and spectrum usage rights		6.8		—			6.8		6.7		—			6.7
Total intangible assets	$	986.2	$	(101.3	)	$	884.9	$	969.7	$	(41.4	)	$	928.3

In connection with the Merger, the company recorded $963.0 million of finite-lived intangible assets and $6.6 million of indefinite-lived intangible assets representing the fair values at the Merger Date. As a result of the acquisition of Agile, the Company recorded $17.5 million of finite-lived intangible assets representing the preliminary fair value at the Agile Acquisition date. See Note 2 for additional information regarding the Merger and acquisition of Agile. The change in gross carrying amounts for finite-lived intangible assets is also due to foreign currency translation on finite-lived intangible assets denominated in foreign currency. The finite-lived intangible assets are amortized over their useful lives based on a number of assumptions including the estimated period of economic benefit and utilization.

Amortization expense for finite-lived intangible assets was $29.9 million and $60.0 million for the three and six months ended June 30, 2022, respectively. Amortization expense for finite-lived intangible assets was $3.6 million and $7.2 million for the three and six months ended June 30, 2021, respectively. In addition to amortization expense, the changes in finite-lived intangible assets from December 31, 2021 to June 30, 2022 are due to foreign currency translation. No impairment losses were recognized on intangible assets for the three and six months ended June 30, 2022 and 2021.

The estimated useful lives for each finite-lived intangible asset class are as follows:

Customer relationships	15 years
Trade names	3 to 10 years
Technology	7 years

The annual estimated amortization expense for future years is as follows:

(dollars in millions)
Six months ended December 31, 2022	$	61.8
2023		115.5
2024		106.2
2025		93.9
2026		86.3
Thereafter		414.4
Total	$	878.1

17

5.    Debt and Other Financing Arrangements

The Company’s debt consists of the following:

(dollars in millions)	June 30, 2022			December 31, 2021
Current portion of long-term debt:
Credit Agreement - Term B-1 Loans	$	5.0		$	5.0
Credit Agreement - Term B-2 Loans		6.5			6.5
Paniolo Fiber Assets Financing Arrangement		0.5			0.5
Other financing arrangements		0.4			0.5
Finance lease liabilities		7.5			7.2
Current portion of long-term debt		19.9			19.7
Long-term debt, less current portion:
Receivables Facility		176.4			153.6
Credit Agreement - Revolving Credit Facility		77.0			—
Credit Agreement - Term B-1 Loans		492.5			495.0
Credit Agreement - Term B-2 Loans		640.3			643.5
7 1/4% Senior Notes due 2023 (1)		23.4			24.0
Various Cincinnati Bell Telephone notes (1)		96.9			97.5
Paniolo Fiber Assets Financing Arrangement		22.0			22.3
Other financing arrangements		—			0.4
Finance lease liabilities		39.6			42.3
		1,568.1			1,478.6
Net unamortized discount		(4.6	)		(4.9	)
Unamortized note issuance costs		(41.6	)		(44.8	)
Long-term debt, less current portion		1,521.9			1,428.9
Total debt	$	1,541.8		$	1,448.6

(1) As of June 30, 2022, the net carrying amounts of the 7 ¼% Senior Notes due 2023 and Various Cincinnati Bell Telephone notes included unamortized fair value adjustments related to the Merger of $1.1 million and $9.0 million, respectively. As of December 31, 2021, the net carrying amounts of the 7 ¼% Senior Notes due 2023 and Various Cincinnati Bell Telephone notes included unamortized fair value adjustments related to the Merger of $1.7 million and $9.6 million, respectively. Each adjustment is being amortized over the life of the respective notes and is recorded as a reduction of interest expense.    

Credit Agreement

The Company had $77.0 million of outstanding borrowings on the Credit Agreement’s revolving credit facility, leaving $323.0 million available for borrowings as of June 30, 2022. The revolving credit facility matures in September 2026, and the Term B-1 Loans and Term B-2 loans under the Credit Agreement mature in November 2028.

Accounts Receivable Securitization Facility

As of June 30, 2022, the Company had $176.4 million in borrowings and $20.7 million of letters of credit outstanding under the accounts receivable securitization facility ("Receivables Facility”), leaving $17.9 million remaining availability on the total borrowing capacity of $215.0 million. The maximum borrowing limit for loans and letters of credit under the Receivables Facility is $215.0 million in the aggregate. The available borrowing capacity is calculated monthly based on the quantity and quality of outstanding accounts receivable, and thus may be lower than the maximum borrowing limit. The Receivables Facility is subject to renewal in June 2023 and has a termination date in June 2024. In the second quarter of 2022, the Company executed amendments to its Receivables Facility, which replaced, amended and added certain provisions and definitions including the replacement of LIBOR with SOFR, a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York. 

Under the Receivables Facility, certain U.S. and Canadian subsidiaries, as originators, sell their respective trade receivables on a continuous basis to Cincinnati Bell Funding LLC (“CBF”) or Cincinnati Bell Funding Canada Ltd. ("CBFC"), wholly-owned consolidated subsidiaries of the Company. Although CBF and CBFC are wholly-owned consolidated subsidiaries of the Company, CBF and CBFC are legally separate from the Company and each of the Company’s other subsidiaries. Upon and after the sale or contribution of the accounts receivable to CBF or CBFC, such accounts receivable are legally assets of CBF and CBFC and, as such, are not available to creditors of other subsidiaries or the parent company. The Receivables Facility includes an option for CBF to sell, rather than borrow against, certain receivables on a non-recourse basis. As of June 30, 2022, the outstanding balance of certain accounts receivable sold, rather than borrowed against, was $32.3 million.

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6.    Leases

Lessee Disclosures

The Company primarily leases real estate for offices, retail stores and central offices, as well as equipment, cell towers and fleet vehicles. Upon adoption of ASC 842, the Company elected not to recognize leases with terms of one-year or less on the balance sheet.

Supplemental balance sheet information related to the Company's leases is as follows:

(dollars in millions)	Balance Sheet Location	June 30, 2022		December 31, 2021
Operating lease assets, net of amortization	Operating lease right-of-use assets	$	68.8	$	44.3
Finance lease assets, net of amortization	Property, plant and equipment, net		9.3		10.7
Operating lease liabilities:
Current operating lease liabilities	Other current liabilities		11.7		9.6
Noncurrent operating lease liabilities	Operating lease liabilities		62.5		40.2
Total operating lease liabilities			74.2		49.8
Finance lease liabilities:
Current finance lease liabilities	Current portion of long-term debt		7.5		7.2
Noncurrent finance lease liabilities	Long-term debt, less current portion		39.6		42.3
Total finance lease liabilities		$	47.1	$	49.5

.

Supplemental cash flow information related to leases is as follows:

	Successor		Predecessor
(dollars in millions)	Six Months Ended June 30, 2022		Six Months Ended June 30, 2021
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	1.6	$	2.1
Operating cash flows from operating leases	$	5.8	$	5.5
Financing cash flows from finance leases	$	4.6	$	6.4
Right-of-use assets obtained in exchange for lease obligations:
New operating leases	$	7.9	$	2.9
New finance leases	$	2.1	$	2.0

7.    Financial Instruments and Fair Value Measurements

Fair Value Measurements

The Company defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. To increase consistency and comparability in fair value measurements, the Company uses a three-level hierarchy that prioritizes the use of observable inputs. The three levels are:

Level 1 — Quoted market prices for identical instruments in an active market;

Level 2 — Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs); and

Level 3 — Unobservable inputs that reflect management's determination of assumptions that market participants would use in pricing the asset or liability. These inputs are developed based on the best information available, including our own data.

The determination of where an asset or liability falls in the hierarchy requires significant judgment.

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Cash Flow Hedging

Cash Flow Hedges Not Designated as Hedging Instruments

The Company uses non-designated cash flow hedges including interest rate swap agreements and interest rate cap agreements to minimize its exposure to interest rate fluctuations on variable rate debt borrowings. Interest rate swaps involve the exchange of fixed and variable rate interest payments and do not represent an actual exchange of the underlying notional amounts between parties. Interest rate caps provide that the counterparty will pay the purchaser at the end of each contractual period in which the index interest rate exceeds the contractually agreed upon cap rate.

In the second quarter of 2022, the Company entered into three forward starting non-amortizing interest rate swaps to convert variable rate debt to fixed rate debt. The interest rate swaps have notional amounts of $175.0 million, $115.0 million and $85.0 million resulting in interest payments based on an average fixed rate per swap of 2.9185%, 2.8520% and 2.8605%, respectively, plus the applicable margin per the requirements in the Credit Agreement. The interest rate swaps expire in May 2026.

In the second quarter of 2022, the Company entered into two interest rate cap agreements to limit exposure to interest rate risk on variable rate debt. The interest rate caps each have a cap rate of 3.0% with notional amounts of $200.0 million and $175.0 million and deferred premiums of $6.7 million and $5.3 million, respectively. The deferred premiums will be paid on a monthly basis over the term of the respective interest rate cap. The interest rate caps expire in May 2026.

The fair value of the Company's interest rate swaps and interest rate caps are impacted by the credit risk of both the Company and its counterparties. The Company has agreements with its derivative financial instrument counterparties that contain provisions providing that if the Company defaults on the indebtedness associated with its derivative financial instruments, then the Company could also be declared in default on its derivative financial instruments obligations. In addition, the Company minimizes nonperformance risk on its derivative instruments by evaluating the creditworthiness of its counterparties, which are limited to major banks and financial institutions.

The Company does not apply hedge accounting to the interest rate swaps and interest rate caps and records all mark-to-market adjustments directly to “Other expense (income), net” in the Condensed Consolidated Statements of Operations. The fair values of the interest rate swaps and interest rate caps are categorized as Level 2 in the fair value hierarchy as they are based on well-recognized financial principles and available market data.

As of June 30, 2022, the fair values of the interest rate swaps and interest rate caps are recorded in the Condensed Consolidated Balance Sheets as follows:

(dollars in millions)	Balance Sheet Location	June 30, 2022		Quoted Prices in active markets Level 1		Significant observable inputs Level 2		Significant unobservable inputs Level 3
Assets:
Interest Rate Swap	Other current assets	$	0.3	$	—	$	0.3	$	—
Liabilities:
Interest Rate Swap	Other noncurrent liabilities	$	1.7	$	—	$	1.7	$	—
Interest Rate Cap	Other current liabilities	$	2.1	$	—	$	2.1	$	—
Interest Rate Cap	Other noncurrent liabilities	$	7.9	$	—	$	7.9	$	—

The following table summarizes the location of losses in the Condensed Consolidated Statements of Operations that were recognized during the three and six months ended June 30, 2022, in addition to the derivative contract type:

(dollars in millions)	Statement of Operations Location	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Interest Rate Swap	Other expense (income), net	$	1.9	$	1.9
Interest Rate Cap	Other expense (income), net	$	10.3	$	10.3

Interest Rate Hedges

In the second quarter of 2018, the Company entered into one forward starting non-amortizing interest rate swap with a notional amount of $300.0 million to convert variable rate debt to fixed rate debt. The interest rate swap became effective in June 2018 with an expiration date in June 2023. The interest rate swap resulted in interest payments based on an average fixed rate of 2.938% plus the applicable margin per the requirements in the Company’s former Corporate Credit Agreement.

In the first quarter of 2019, the Company entered into three forward starting non-amortizing interest rate swaps, with a notional amount of $89.0 million each, to convert variable rate debt to fixed rate debt. The interest rate swaps became effective in March 2019 with expiration dates in March 2024. The interest rate swaps resulted in interest payments based on an average fixed rate per swap of 2.275%, 2.244% and 2.328% plus the applicable margin per the requirements in the Company’s former Corporate Credit Agreement.

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Upon inception, the interest rate swaps were designated as cash flow hedges under ASC 815, with gains and losses, net of tax, measured on an ongoing basis recorded in accumulated other comprehensive loss. The fair value of the interest rate swaps was categorized as Level 2 in the fair value hierarchy as they were based on well-recognized financial principles and available market data.

The Company terminated four interest rate swaps in the Predecessor period of the third quarter of 2021 in connection with the repayment in full of the Term Loan B under the Company’s former Corporate Credit Agreement that occurred as part of the Merger Agreement.

The amount of gains recognized in Accumulated Other Comprehensive Income ("AOCI") net of reclassifications into earnings is as follows:

	Predecessor
(dollars in millions)	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
Interest Rate Swap	$	2.2	$	5.3

The amount of losses reclassified from AOCI into earnings is as follows:

		Predecessor
(dollars in millions)	Statement of Operations Location	Three Months Ended June 30, 2021			Six Months Ended June 30, 2021
Interest Rate Swap	Interest Expense	$	(2.3	)	$	(4.6	)

Disclosure on Financial Instruments

The carrying values of the Company's financial instruments approximate the estimated fair values as of June 30, 2022 and December 31, 2021, except for the Company's long-term debt and other financing arrangements. The carrying and fair values of these items are as follows:  

	June 30, 2022				December 31, 2021
(dollars in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt, including current portion*	$	1,535.9	$	1,482.5	$	1,443.0	$	1,443.0
Other financing arrangements		51.6		45.3		53.1		51.7

*Excludes finance leases, other financing arrangements and note issuance costs.

In connection with the Merger, the carrying values of the Company’s long-term debt and other financing arrangements include fair value adjustments as of the Merger Date. The fair value of our long-term debt was based on closing or estimated market prices of the Company’s debt at June 30, 2022 and December 31, 2021, which is considered Level 2 of the fair value hierarchy. The fair value of the other financing arrangements was calculated using a discounted cash flow model that incorporates current borrowing rates for obligations of similar duration, which is considered Level 3 of the fair value hierarchy. As of June 30, 2022, the current borrowing rate was estimated by applying the Company's credit spread to the risk-free rate for a similar duration borrowing.

8.    Pension and Postretirement Plans

As of June 30, 2022, the Company sponsors three noncontributory defined benefit plans and a postretirement health and life insurance plan in Cincinnati (collectively the "Cincinnati Plans"), and one noncontributory defined benefit plan for union employees, one cash balance pension plan for nonunion employees, and two postretirement health and life insurance plans for Hawaiian Telcom employees (collectively the "Hawaii Plans").

In the six months ended June 30, 2022, the Hawaii defined benefit plan for union employees made lump sum payments of $5.4 million resulting in a reduction of the benefit obligation of $5.4 million. The lump sum payments to the plan participants exceeded the sum of the service cost and the interest cost component of the net pension cost resulting in a nominal pension settlement cost for the three months ended June 30, 2022. In the six months ended June 30, 2021, the Hawaii defined benefit plan for union employees made lump sum payments of $6.7 million resulting in a reduction of the benefit obligation of $6.7 million. The lump sum payments to the plan participants exceeded the sum of the service cost and the interest cost component of the net pension cost resulting in a nominal pension settlement cost for the three months ended June 30, 2021.

In accordance with ASC 715, only the service cost component of net benefit cost is eligible for capitalization, which was immaterial for the six months ended June 30, 2022 and 2021.

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Pension and postretirement (benefits) costs are as follows:

	Pension Benefits						Postretirement and Other Benefits
	Successor			Predecessor			Successor		Predecessor
(dollars in millions)	Three Months Ended June 30, 2022			Three Months Ended June 30, 2021			Three Months Ended June 30, 2022		Three Months Ended June 30, 2021
Service cost	$	—		$	—		$	0.1	$	0.1
Other components of pension and postretirement benefit plans expense:
Interest cost on projected benefit obligation		3.8			3.7			0.7		0.7
Expected return on plan assets		(7.1	)		(7.2	)		—		—
Amortization of:
Prior service benefit		—			—			—		(0.7	)
Actuarial loss		—			5.2			—		—
Pension / postretirement (benefit) cost	$	(3.3	)	$	1.7		$	0.8	$	0.1

	Pension Benefits						Postretirement and Other Benefits
	Successor			Predecessor			Successor		Predecessor
(dollars in millions)	Six Months Ended June 30, 2022			Six Months Ended June 30, 2021			Six Months Ended June 30, 2022		Six Months Ended June 30, 2021
Service cost	$	—		$	—		$	0.2	$	0.2
Other components of pension and postretirement benefit plans expense:
Interest cost on projected benefit obligation		7.7			7.5			1.4		1.3
Expected return on plan assets		(14.3	)		(14.7	)		—		—
Amortization of:
Prior service benefit		—			—			—		(1.3	)
Actuarial loss		—			11.5			—		—
Pension / postretirement (benefit) cost	$	(6.6	)	$	4.3		$	1.6	$	0.2

Amortizations of prior service benefit and actuarial loss in the three and six months ended June 30, 2021 represent reclassifications from accumulated other comprehensive income.

For the six months ended June 30, 2022, there were no contributions to the qualified pension plans, and contributions to the non-qualified pension plans were $1.0 million. For the six months ended June 30, 2021, contributions to the qualified and non-qualified pension plans were $0.8 million and $1.2 million, respectively. Based on current assumptions, no contributions are expected to be made to the qualified pension plans in 2022. Contributions to the non-qualified pension plans in 2022 are expected to be approximately $3 million.

For the six months ended June 30, 2022 and 2021, contributions to our postretirement plans were $3.2 million and $3.1 million, respectively. Management expects to make total cash payments of approximately $7 million related to its postretirement health plans in 2022.

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9.    Shareowners' Equity (Deficit)

Pursuant to the Merger Agreement, Parent acquired all of the equity interests in the Company. In connection with the consummation of the Merger Agreement, each of our issued and outstanding Common Shares was converted to $15.50 in cash per Common Share and paid to the shareholders.  

Additionally, the Company redeemed each of our issued and outstanding Depositary Shares simultaneously with the redemption of the 6 ¾% Preferred Shares at a redemption price of $50 per Depositary Share (equivalent to $1,000 per 6 ¾% Preferred Share).     

Effective October 18, 2021, Parent amended and restated the Articles of Incorporation of Cincinnati Bell to reduce the number of authorized shares from 96,000,000 Common Shares to 100 Common Shares, each with $0.01 par value. As of both June 30, 2022 and December 31, 2021, Parent is the sole shareholder of the Company’s 100 Common Shares.

Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) by component were as follows:

(dollars in millions)
Successor	Unrecognized Net Periodic Pension and Postretirement Benefit (Cost)				Unrealized Loss on Cash Flow Hedges, Net				Foreign Currency Translation Gain (Loss)			Total
Balance as of March 31, 2022	$	2.6			$	—			$	0.4		$	3.0
Remeasurement of benefit obligations		(1.3	)			—				—			(1.3	)
Foreign currency loss		—				—				(3.1	)		(3.1	)
Balance as of June 30, 2022	$	1.3			$	—			$	(2.7	)	$	(1.4	)
Predecessor
Balance as of March 31, 2021	$	(134.4	)		$	(17.3	)		$	(0.2	)	$	(151.9	)
Remeasurement of benefit obligations		6.0				—				—			6.0
Reclassifications, net		3.5		(a)		1.7		(b)		—			5.2
Unrealized loss on cash flow hedges arising during the period, net		—				(0.1	)	(c)		—			(0.1	)
Foreign currency gain		—				—				1.6			1.6
Balance as of June 30, 2021	$	(124.9	)		$	(15.7	)		$	1.4		$	(139.2	)

23

(dollars in millions)
Successor	Unrecognized Net Periodic Pension and Postretirement Benefit (Cost)				Unrealized Loss on Cash Flow Hedges, Net				Foreign Currency Translation Gain (Loss)			Total
Balance as of December 31, 2021	$	2.6			$	—			$	(1.4	)	$	1.2
Remeasurement of benefit obligations		(1.3	)			—				—			(1.3	)
Foreign currency loss		—				—				(1.3	)		(1.3	)
Balance as of June 30, 2022	$	1.3			$	—			$	(2.7	)	$	(1.4	)
Predecessor
Balance as of December 31, 2020	$	(138.8	)		$	(19.7	)		$	(1.2	)	$	(159.7	)
Remeasurement of benefit obligations		6.0				—				—			6.0
Reclassifications, net		7.9		(a)		3.5		(b)		—			11.4
Unrealized gain on cash flow hedges arising during the period, net		—				0.5		(c)		—			0.5
Foreign currency gain		—				—				2.6			2.6
Balance as of June 30, 2021	$	(124.9	)		$	(15.7	)		$	1.4		$	(139.2	)

(a) These reclassifications are included in the other components of net periodic pension and postretirement benefit plans expense and represent amortization of prior service benefit and actuarial loss, net of tax. The other components of net periodic pension and postretirement benefit plans expense are recorded in "Other components of pension and postretirement benefit plans (benefit) expense" on the Condensed Consolidated Statements of Operations. See Note 8 for further disclosures.

(b) These reclassifications are reported within "Interest expense" on the Condensed Consolidated Statements of Operations when the hedged transactions impact earnings.

(c) The unrealized (loss) gain, net on cash flow hedges represents the change in the fair value of the derivative instruments that occurred during the period, net of tax.

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10.    Business Segment Information

The Company’s segments are strategic business units that offer distinct products and services and are aligned with the Company's internal management structure and reporting. The Company operates two business segments identified as Network and IT Services and Hardware.

The Network segment provides products and services that can be categorized as Data, Video, Voice or Other. Data products include high-speed internet access, digital subscriber lines, ethernet, SONET, dedicated internet access, wavelength, digital signal and IRU. Video services provide our customers access to over 400 entertainment channels, over 150 high-definition channels, parental controls, HD DVR, Video On-Demand and access to a live TV streaming application. Voice represents traditional voice lines as well as fiber voice lines, consumer long distance, switched access and digital trunking. Other services consist of revenue generated from wiring projects for enterprise customers, advertising, directory assistance, maintenance, information services and subsidized fiber build project revenue related to extending the Company’s fiber network in the Greater Cincinnati territory subsidized through our UniCity program. In May 2022, the Company acquired Agile and includes Agile’s financial results in the Network segment.

The IT Services and Hardware segment provides end-to-end solutions from consulting to implementation to ongoing optimization. These solutions include Cloud, Communications and Consulting services along with the sale, installation and maintenance of major branded Telecom and IT hardware reported as Infrastructure Solutions.

Certain corporate administrative expenses have been allocated to the segments based upon the nature of the expense and the relative size of the segment. Intercompany transactions between segments have been eliminated.

Selected financial data for the Company’s business segment information is as follows:

	Successor			Predecessor			Successor			Predecessor
(dollars in millions)	Three Months Ended June 30, 2022			Three Months Ended June 30, 2021			Six Months Ended June 30, 2022			Six Months Ended June 30, 2021
Revenue
Network	$	247.0		$	241.0		$	490.5		$	483.8
IT Services and Hardware		199.0			179.9			397.8			353.7
Intersegment		(6.5	)		(6.7	)		(13.0	)		(13.4	)
Total revenue	$	439.5		$	414.2		$	875.3		$	824.1
Intersegment revenue
Network	$	4.8		$	4.9		$	9.7		$	9.7
IT Services and Hardware		1.7			1.8			3.3			3.7
Total intersegment revenue	$	6.5		$	6.7		$	13.0		$	13.4
Operating (loss) income
Network	$	(18.9	)	$	28.1		$	(22.0	)	$	59.4
IT Services and Hardware		(5.1	)		7.6			(10.0	)		16.2
Corporate		(8.4	)		(5.3	)		(15.4	)		(12.6	)
Total operating (loss) income	$	(32.4	)	$	30.4		$	(47.4	)	$	63.0
Expenditures for long-lived assets*
Network	$	171.1		$	52.8		$	252.6		$	107.8
IT Services and Hardware		7.1			6.2			13.4			11.9
Total expenditures for long-lived assets	$	178.2		$	59.0		$	266.0		$	119.7
Depreciation and amortization
Network	$	103.4		$	61.6		$	196.8		$	122.4
IT Services and Hardware		26.6			10.2			52.6			20.3
Corporate		0.1			—			0.2			0.1
Total depreciation and amortization	$	130.1		$	71.8		$	249.6		$	142.8

*Includes cost of Agile acquisition

25

(dollars in millions)	June 30, 2022		December 31, 2021
Assets
Network	$	3,073.2	$	2,949.2
IT Services and Hardware		794.4		842.0
Corporate and eliminations		340.7		407.6
Total assets	$	4,208.3	$	4,198.8

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Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q and the documents incorporated by reference herein contain forward-looking statements regarding future events and results that are subject to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “predicts,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “endeavors,” “strives,” “may,” “will,” “proposes,” “potential,” “could,” “should,” “outlook” or variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of future financial performance, anticipated growth and trends in businesses, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned these forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause actual results to differ materially and adversely from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q and, in particular, the risks discussed under the caption “Risk Factors” in Part II, Item 1A, and those discussed in other documents the Company filed with the Securities and Exchange Commission (“SEC”). Actual results may differ materially and adversely from those expressed in any forward-looking statements. The Company undertakes no obligation to revise or update any forward-looking statements for any reason.

Introduction

This Management’s Discussion and Analysis section provides an overview of Cincinnati Bell Inc.’s financial condition as of June 30, 2022 and the results of operations for the three and six months ended June 30, 2022 and 2021. References in this Quarterly Report to “Successor” refer to the Company on or after September 8, 2021 and references to “Predecessor” refer to the results prior to September 8, 2021. This discussion should be read in conjunction with the accompanying Condensed Consolidated Financial Statements and accompanying notes as well as the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Results for interim periods may not be indicative of results for the full year or any other interim period.

altafiber Brand

In March 2022, the Company announced that we will begin doing business as “altafiber” in Ohio, Kentucky and Indiana as we continue to expand our geographic reach and invest in our fiber network that delivers broadband connectivity. The branding change will not impact our Hawaiian Telcom business or IT Services business, which is branded as CBTS.

Acquisition by Red Fiber Parent LLC

On March 13, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Red Fiber Parent LLC, a Delaware limited liability company (“Parent”), and RF Merger Sub Inc., an Ohio corporation and directly wholly owned subsidiary of Parent (“Merger Sub”). On September 7, 2021 (the “Closing Date” or “Merger Date”), upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the Ohio General Corporation Law (the “OGCL”), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). At the effective time of the Merger (the “Effective Time”), the separate corporate existence of Merger Sub ceased, and the Company survived the Merger as a wholly owned subsidiary of Parent.

Upon completion of the Merger, Parent was deemed the accounting acquirer and Cincinnati Bell Inc. the accounting acquiree. Under the acquisition method of accounting, the assets and liabilities associated with Cincinnati Bell Inc. were recorded at their fair values measured as of the acquisition date. The excess of the purchase price over the estimated fair values of the net assets acquired was recorded as goodwill.

Executive Summary

Segment results described in the Executive Summary are net of intercompany eliminations.

Cincinnati Bell Inc. and its consolidated subsidiaries ("altafiber," "Cincinnati Bell," "we," "our," "us" or the "Company") provide integrated communications and IT solutions that keep consumer and enterprise customers connected with each other and with the world. Through our Network segment, previously referred to as Entertainment and Communications, the Company provides Data, Video, and Voice solutions to consumer and enterprise customers over an expanding fiber network and a legacy copper network. In addition, enterprise customers across the United States, Canada and Europe rely on the IT Services and Hardware segment for the sale and service of efficient, end-to-end communications and IT systems and solutions.

27

Consolidated revenue totaling $439.5 million and $875.3 million for the three and six months ended June 30, 2022 increased $25.3 million and $51.2 million, respectively, compared to the same periods in the prior year due to strategic revenue growth in both segments offsetting declines in Legacy revenue. For the three and six months ended June 30, 2022, Fioptics revenue increased $13.4 million and $23.4 million, respectively, compared to the same periods in 2021 as the Company continues to focus on high-speed internet activations while Legacy revenue decreased $10.6 million and $21.5 million, respectively, compared to the comparable periods in the prior year. IT Services and Hardware revenue growth was impacted most significantly in the Consulting practice in which revenue increased 17% and 22% for the three and six months ended June 30, 2022, respectively, compared to the same periods in the prior year. In addition, for the three and six months ended June 30, 2022, Infrastructure Solutions revenue increased $7.1 million and $12.1 million, respectively, compared to the same periods in 2021.

Operating loss for the three and six months ended June 30, 2022 was $32.4 million and $47.4 million, respectively, compared to operating income of $30.4 million and $63.0 million in the three and six months ended June 30, 2021, respectively. Revenue growth in both segments was more than offset due most significantly to higher depreciation and amortization expenses related to the increased value of property, plant and equipment and intangibles as a result of fair value adjustments recorded as of the Merger Date in addition to increases in cost of services and products and SG&A expenses to support revenue growth as well as increased transaction and integration costs.

Interest expense decreased $15.1 million and $31.0 million for the three and six months ended June 30, 2022, respectively, compared to the same periods in 2021 primarily due to the extinguishment of the 7% Senior Notes due 2024 and 8% Senior Notes due 2025 in the fourth quarter of 2021 and the termination of interest rate swaps in the Predecessor period of 2021. These decreases were partially offset by interest expense incurred related to the $350 million incremental increase to the Term B-1 Loans and issuance of the Term B-2 Loans in the fourth quarter of 2021.

Other components of pension and postretirement benefit plans expense decreased for the three and six months ended June 30, 2022 compared to the comparable periods in the prior year due to remeasuring the pension and postretirement projected benefit obligations, actuarial gains (losses) and prior service costs (benefits) as of the Merger Date as well as favorable asset returns in 2021 also favorably impacting the annual remeasurement performed in December and the Merger Date remeasurement.

Other expense (income), net totaled expense of $11.8 million and $11.4 million for the three and six months ended June 30, 2022, respectively, due to entering into interest rate swap agreements and interest rate cap agreements in the second quarter of 2022. In the three months ended June 30, 2022, the Company recorded losses of $1.9 million and $10.3 million associated with the interest rate swaps and interest rate caps, respectively.

Loss before income taxes totaled $60.0 million and $88.5 million for the three and six months ended June 30, 2022 resulting in increases in the loss of $55.4 million and $81.3 million, respectively, compared to the same periods in 2021. Lower interest expense and pension and postretirement benefit plans expense in the three and six months ended June 30, 2022 compared to the same periods in the prior year was more than offset by the decrease in operating income.

The income tax provision for the three and six months ended June 30, 2022 was a benefit of $14.0 million and $20.5 million, respectively, which is slightly higher than the period’s income at the statutory rate, due primarily to state tax benefit. The income tax provision for the three months ended June 30, 2021 was a nominal expense, and for the six months ended June 30, 2021, the income tax provision was an expense of $0.4 million. The expense recorded in each of the comparable periods in 2021 was lower than the current periods due to a smaller loss before income taxes in the comparable periods and a low estimated annual effective tax rate applied to that loss as the result of a valuation allowance on deferred tax assets related to disallowed interest expense.

Impact of COVID-19 on Our Business - Update

Beginning in March 2020 and continuing through the first quarter of 2021, our business experienced the effects of the COVID-19 pandemic most significantly due to increased bad debt expense and reduced revenue in certain of our revenue streams. Subsequent to the first quarter of 2021, bad debt expense has returned to pre-pandemic levels and strategic revenue trends are normalized and improving. Starting in 2021, we began to experience logistics challenges in obtaining inventory in a timely manner due to demand exceeding the supply of certain inventory products.  Logistics challenges continue to impact operations in the six months ended June 30, 2022. Additionally, access to skilled employees and contractors may create delays or increased costs in the planned build-out of the fiber network in both geographies.

28

Network

The Network segment provides products and services that are categorized as Fioptics, previously referred to as “Consumer/SMB Fiber” in Hawaii and collectively with Fioptics in Cincinnati, Enterprise Fiber or Legacy. Cincinnati Bell Telephone Company LLC ("CBT"), a subsidiary of the Company, is the incumbent local exchange carrier ("ILEC") for a geography that covers a radius of approximately 25 miles around Cincinnati, Ohio, and includes parts of northern Kentucky and southeastern Indiana. CBT has operated in this territory for approximately 150 years. Voice and data services in the Enterprise Fiber and Legacy categories that are delivered beyond the Company's ILEC territory, particularly in Dayton and Mason, Ohio, are provided through the operations of Cincinnati Bell Extended Territories LLC ("CBET"), a subsidiary of CBT. In March 2022, both CBT and CBET began doing business as “altafiber” as we continue to expand our geographic reach. On July 2, 2018, the Company acquired Hawaiian Telcom. Hawaiian Telcom is the ILEC for the State of Hawaii and the largest full-service provider of communications services and products in the state. Originally incorporated in Hawaii in 1883 as Mutual Telephone Company, Hawaiian Telcom has a strong heritage of over 135 years as Hawaii’s communications carrier. Its services are offered on all of Hawaii’s major islands, except its video service, which currently is only available on the island of Oahu. On May 2, 2022, the Company acquired Agile IWG Holdings, LLC (“Agile”), based in Canton, Ohio. Agile leases wireless infrastructure assets to third parties and provides connectivity through hybrid fiber wireless data networks primarily to customers in Ohio and Pennsylvania.

Fioptics products include high-speed internet access, categorized below as data, voice lines and video as well as subsidized fiber build project revenue included in Other related to extending the Company’s fiber network in the Greater Cincinnati territory subsidized through our UniCity program. The Company is able to deliver speeds of up to 30 megabits or more to more than 80% of Greater Cincinnati and up to 20 megabits or more to approximately 60% of Hawaii's total addressable market.

Enterprise Fiber products include metro-ethernet, dedicated internet access, wavelength, IRU contracts, and wireless backhaul to macro-towers and small cell. Hawaiian Telcom Enterprise Fiber revenue also includes revenue from the SEA-US cable. As enterprise customers migrate from legacy products and copper-based technology, our metro-ethernet product becomes the preferred method of transport due to its ability to support multiple applications on a single physical connection. Subsequent to the Company’s acquisition, Enterprise Fiber revenue also includes revenue from Agile.

Legacy products include traditional voice lines, consumer long distance, switched access, digital trunking, DSL, DS0, DS1, DS3 and other value-added services such as caller identification, voicemail, call waiting and call return.

	Successor			Predecessor									Successor			Predecessor
(dollars in millions)	Three Months Ended June 30, 2022			Three Months Ended June 30, 2021			Change			% Change			Six Months Ended June 30, 2022			Six Months Ended June 30, 2021			Change			% Change
Revenue:
Data	$	129.5		$	121.6		$	7.9			6	%	$	255.6		$	242.9		$	12.7			5	%
Video		48.4			47.9			0.5			1	%		97.0			96.5			0.5			1	%
Voice		57.7			64.6			(6.9	)		(11	)%		117.0			130.5			(13.5	)		(10	)%
Other		11.4			6.9			4.5			65	%		20.9			13.9			7.0			50	%
Total Revenue		247.0			241.0			6.0			2	%		490.5			483.8			6.7			1	%
Operating costs and expenses:
Cost of services and products		111.1			108.0			3.1			3	%		219.1			218.1			1.0			0	%
Selling, general and administrative		51.4			43.8			7.6			17	%		96.6			84.4			12.2			14	%
Depreciation and amortization		103.4			61.6			41.8			68	%		196.8			122.4			74.4			61	%
Restructuring and severance charges		—			(0.5	)		0.5		n/m				—			(0.5	)		0.5		n/m
Total operating costs and expenses		265.9			212.9			52.5			25	%		512.5			424.4			87.6			21	%
Operating (loss) income	$	(18.9	)	$	28.1		$	(46.5	)	n/m			$	(22.0	)	$	59.4		$	(80.9	)	n/m
Operating margin		(7.7	)%		11.7	%				(19.4) pts				(4.5	)%		12.3	%				(16.8) pts
Capital expenditures	$	106.0		$	52.8		$	53.2		n/m			$	187.5		$	107.8		$	79.7			74	%

29

Network, continued

	Successor		Predecessor
Metrics information (in thousands):	June 30, 2022		June 30, 2021		Change			% Change
Cincinnati
Fioptics
Data
Internet FTTP*		274.3		249.7		24.6			10	%
Internet FTTN*		17.4		24.6		(7.2	)		(29	)%
Total Fioptics Internet		291.7		274.3		17.4			6	%
Video
Video FTTP*		107.3		106.1		1.2			1	%
Video FTTN*		14.4		19.3		(4.9	)		(25	)%
Total Fioptics Video		121.7		125.4		(3.7	)		(3	)%
Voice
Fioptics Voice Lines		100.9		102.4		(1.5	)		(1	)%
Fioptics Units Passed
Units passed FTTP*		590.0		502.7		87.3			17	%
Units passed FTTN*		109.5		135.4		(25.9	)		(19	)%
Total Fioptics units passed		699.5		638.1		61.4			10	%
Enterprise Fiber
Data
Ethernet Bandwidth (Gb)		7,480		7,075		405			6	%
Legacy
Data
DSL		45.8		58.0		(12.2	)		(21	)%
Voice
Legacy Voice Lines		145.9		165.2		(19.3	)		(12	)%

* Fiber-to-the-Premise (FTTP), Fiber-to-the-Node (FTTN)

30

Network, continued

	Successor		Predecessor
Metrics information (in thousands):	June 30, 2022		June 30, 2021		Change			% Change
Hawaii
Fioptics
Data
Internet FTTP*		67.3		62.6		4.7			8	%
Internet FTTN*		7.8		9.6		(1.8	)		(19	)%
Total Fioptics Internet		75.1		72.2		2.9			4	%
Video
Video FTTP*		28.5		29.5		(1.0	)		(3	)%
Video FTTN*		7.6		8.9		(1.3	)		(15	)%
Total Fioptics Video		36.1		38.4		(2.3	)		(6	)%
Voice
Fioptics Voice Lines		28.6		28.7		(0.1	)		0	%
Fioptics Units Passed **
Units passed FTTP*		237.3		195.0		42.3			22	%
Units passed FTTN*		62.4		68.3		(5.9	)		(9	)%
Total Fioptics units passed		299.7		263.3		36.4			14	%
Enterprise Fiber
Data
Ethernet Bandwidth (Gb)		3,874		4,027		(153	)		(4	)%
Legacy
Data
DSL		27.4		33.3		(5.9	)		(18	)%
Voice
Legacy Voice Lines		129.2		150.4		(21.2	)		(14	)%

* Fiber-to-the-Premise (FTTP), Fiber-to-the-Node (FTTN)

** Includes units passed for both consumer and business on Oahu and neighboring islands.

31

Network, continued

Revenue

	Successor						Predecessor
	Three Months Ended June 30, 2022						Three Months Ended June 30, 2021
	Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total
Revenue
Fioptics
Data	$	53.3	$	10.8	$	64.1	$	46.6	$	10.2	$	56.8
Video		39.3		9.1		48.4		38.8		9.1		47.9
Voice		8.5		2.9		11.4		8.6		2.9		11.5
Other		6.0		—		6.0		0.3		—		0.3
		107.1		22.8		129.9		94.3		22.2		116.5
Enterprise Fiber
Data		23.1		11.9		35.0		21.1		10.7		31.8
Legacy
Data		18.7		11.7		30.4		21.3		11.7		33.0
Voice		22.5		23.8		46.3		26.5		26.6		53.1
Other		2.7		2.7		5.4		3.3		3.3		6.6
		43.9		38.2		82.1		51.1		41.6		92.7
Total Network revenue	$	174.1	$	72.9	$	247.0	$	166.5	$	74.5	$	241.0

	Successor						Predecessor
	Six Months Ended June 30, 2022						Six Months Ended June 30, 2021
	Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total
Revenue
Fioptics
Data	$	104.6	$	21.6	$	126.2	$	91.6	$	20.4	$	112.0
Video		78.8		18.2		97.0		78.2		18.3		96.5
Voice		17.0		5.7		22.7		17.2		5.8		23.0
Other		9.5		—		9.5		0.5		—		0.5
		209.9		45.5		255.4		187.5		44.5		232.0
Enterprise Fiber
Data		44.6		23.6		68.2		42.2		21.2		63.4
Legacy
Data		38.0		23.2		61.2		43.8		23.7		67.5
Voice		46.2		48.1		94.3		53.9		53.6		107.5
Other		6.5		4.9		11.4		6.9		6.5		13.4
		90.7		76.2		166.9		104.6		83.8		188.4
Total Network revenue	$	345.2	$	145.3	$	490.5	$	334.3	$	149.5	$	483.8

Fioptics

Fioptics revenue for the three and six months ended June 30, 2022 increased $13.4 million and $23.4 million, respectively, compared to the same periods in the prior year as the increase in the subscriber base for internet more than offset the decline in video and voice subscribers. The internet subscriber base continues to increase as we focus our attention on growing the internet FTTP subscriber base. In addition, the Average Revenue Per User (“ARPU”) for the three and six months ended June 30, 2022 increased for internet in Cincinnati by 7% in each period and in Hawaii by 3% and 1%, respectively, compared to the comparable periods in 2021 primarily due to price increases and more customers subscribing to higher broadband tiers. Video ARPU also increased in the three and six months ended June 30, 2022 in Cincinnati by 5% in each period and in Hawaii by 7% and 6%, respectively, compared to the same periods in the prior year which offset the decline in video subscribers. Video ARPU increases are related to price increases as well as the change in the mix of subscribers. Other revenue increased for the three and six months ended June 30, 2022 compared to the same periods in 2021 primarily due to revenue associated with fiber build projects in Cincinnati.

32

Network, continued

Enterprise Fiber

Enterprise Fiber revenue for the three and six months ended June 30, 2022 increased $3.2 million and $4.8 million, respectively, compared to the comparable periods in the prior year. Increased revenue as a result of customers migrating from legacy product offerings to higher bandwidth fiber solutions more than offset pricing pressures to provide higher speeds at a lower cost. Ethernet Bandwidth increased in Cincinnati by 6% while Ethernet Bandwidth decreased in Hawaii by 4% as compared to the prior year. The decrease in Ethernet Bandwidth in Hawaii is due to circuit activations in the six months ended June 30, 2022 only partially offsetting circuit disconnects. In addition, Agile contributed revenue of $2.1 million in the three months ended June 30, 2022.

Legacy

Legacy revenue decreased $10.6 million and $21.5 million for the three and six months ended June 30, 2022, respectively, compared to the same periods in 2021 due to the decline in voice lines and DSL subscribers. Voice lines declined 12% and 14% in Cincinnati and Hawaii, respectively, as the traditional voice lines become less relevant. DSL subscribers decreased by 21% and 18% in Cincinnati and Hawaii, respectively, as subscribers demand the higher speeds that can be provided by fiber.

Operating Costs and Expenses

Cost of services and products for the three months ended June 30, 2022 increased $3.1 million compared to the comparable period in 2021. Operating and facilities expenses increased $1.8 million due to increased energy costs. Increased contract services costs of $1.7 million are due to higher utilization of outside contractors on certain specialized projects including the expansion of our fiber network. Payroll related costs increased $1.2 million primarily due to additional headcount. Higher software development costs of $0.7 million were incurred related to increased product support and call center costs. Operating materials increased $0.7 million primarily as a result of increased purchases associated with the expansion of our fiber network. These costs were offset by a decrease in operating taxes of $2.0 million for the three months ended June 30, 2022 compared to the same period in the prior year due to lower regulatory fees. In addition, costs deferred in accordance with ASC 606 during the Predecessor period were remeasured as of the Merger Date resulting in a decrease to expense of $1.5 million in the three months ended June 30, 2022 compared to the same period in 2021.

Cost of services and products increased $1.0 million for the six months ended June 30, 2022 compared to the same period in 2021 primarily due to increased operating and facilities expenses of $2.8 million, operating materials costs of $2.6 million, software development costs of $1.1 million and contract services costs of $0.9 million partially offset by decreases in operating taxes of $3.4 million and ASC 606 related costs of $3.1 million. Cost of services and products were impacted by similar trends that impacted the three months ended June 30, 2022 in addition to increased operating materials purchases associated with a significant wiring project completed in the first quarter of 2022.

SG&A expenses increased $7.6 million and $12.2 million for the three and six months ended June 30, 2022 compared to the same periods in 2021 due to increases in contract services costs, payroll related costs, advertising, bad debt expense and software development. Contract services costs increased $3.4 million and $5.0 million for the three and six months ended June 30, 2022, respectively, compared to the comparable periods in the prior year primarily due to higher utilization of outside contractors on certain specialized projects and legal expense incurred associated with a legal dispute in Hawaii. For the three and six months ended June 30, 2022, payroll related costs increased $1.6 million and $1.9 million, respectively, due to additional headcount including headcount associated with the Company’s acquisition of Agile. Advertising expenses increased $1.1 million and $2.2 million for the three and six months ended June 30, 2022, respectively, compared to the same periods in 2021 due to increased marketing campaigns, including rebranding the business as altafiber, and promotional events. Bad debt expense increased $0.7 million and $1.5 million for the three and six months ended June 30, 2022, respectively, compared to the comparable periods in 2021 primarily due to lower expense incurred in the three and six months ended June 30, 2021 as a result of focus on collection efforts for aged receivables of customers who did not pay their bills timely due to an inability to pay caused by the COVID-19 pandemic and favorable resolution in the first quarter of 2021 of reserved balances associated with a customer that filed for bankruptcy in a prior period. For the three and six months ended June 30, 2022, software development costs increased $0.5 million and $1.0 million, respectively, compared to the same periods in the prior year primarily due to internal projects.

Depreciation and amortization expense increased $41.8 million and $74.4 million for the three and six months ended June 30, 2022, respectively, compared to the comparable periods in the prior year due to additional expense incurred subsequent to the Merger Date related to the increased value of property, plant and equipment and intangibles as a result of recording amounts at fair value.

Restructuring and severance charge reversals recorded in the three months ended June 30, 2021 are due to employees that transitioned to new positions in the Company and were previously included in the VSP offered in the first quarter of 2020.

33

Network, continued

Capital Expenditures

	Successor						Predecessor
	Three Months Ended June 30, 2022						Three Months Ended June 30, 2021
	Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total
Fioptics capital expenditures
Construction	$	30.4	$	10.4	$	40.8	$	7.2	$	6.3	$	13.5
Installation		17.6		5.2		22.8		12.1		3.5		15.6
Other		1.7		0.3		2.0		0.8		0.3		1.1
Total Fioptics		49.7		15.9		65.6		20.1		10.1		30.2
Enterprise Fiber		4.5		4.6		9.1		4.0		3.8		7.8
Other		9.8		21.5		31.3		6.7		8.1		14.8
Total Network capital expenditures	$	64.0	$	42.0	$	106.0	$	30.8	$	22.0	$	52.8

	Successor						Predecessor
	Six Months Ended June 30, 2022						Six Months Ended June 30, 2021
	Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total
Fioptics capital expenditures
Construction	$	55.5	$	19.9	$	75.4	$	13.7	$	11.1	$	24.8
Installation		28.5		10.3		38.8		23.3		6.6		29.9
Other		3.7		0.6		4.3		2.5		0.4		2.9
Total Fioptics		87.7		30.8		118.5		39.5		18.1		57.6
Enterprise Fiber		7.2		8.2		15.4		12.9		7.5		20.4
Other		19.3		34.3		53.6		13.1		16.7		29.8
Total Network capital expenditures	$	114.2	$	73.3	$	187.5	$	65.5	$	42.3	$	107.8

Capital expenditures in Cincinnati are incurred to expand our Fioptics product suite, upgrade and increase capacity for our networks, and to extend the life of our fiber and copper networks. The Company is focused on expanding our FTTP footprint, and in the second quarter of 2022, we passed an additional 35,700 FTTP sellable addresses in Cincinnati. As of June 30, 2022, the Company is able to deliver its Fioptics services with speeds up to 30 megabits or more to approximately 699,500 residential and commercial addresses, or more than 80% of our operating territory in Cincinnati. Cincinnati construction capital expenditures for the three and six months ended June 30, 2022 increased $23.2 million and $41.8 million, respectively, compared to the same periods in 2021 due to passing more addresses in 2022 and the timing of capital expenditures, which does not necessarily coincide with the timing of when addresses become available. In the three and six months ended June 30, 2022, Cincinnati installation capital expenditures increased $5.5 million and $5.2 million, respectively, compared to the comparable periods in 2021 primarily due to increased labor and purchases of materials associated with the expansion of our fiber network. Cincinnati installation capital expenditures were also impacted by the timing of expenditures for customer premise equipment (“CPE”) utilized for installations.

Enterprise Fiber capital expenditures in Cincinnati are related to success-based fiber builds, including associated equipment, for enterprise and carrier projects to provide ethernet services as well as network refresh projects that ensure we continue to grow our capacity and services within the network core. Cincinnati Enterprise Fiber capital expenditures increased $0.5 million in the three months ended June 30, 2022 compared to the comparable period in the prior year due to capital expenditures contributed by Agile of $0.5 million. Cincinnati Enterprise Fiber capital expenditures decreased $5.7 million in the six months ended June 30, 2022 compared to the same period in the prior year primarily due to expenditures incurred in the six months ended June 30, 2021 associated with a scheduled network refresh project. Other capital expenditures are related to IT projects, cable and equipment maintenance and capacity additions, real estate upgrades and maintenance, plus other minor capital purchases.

Hawaii construction capital expenditures for the three and six months ended June 30, 2022 increased $4.1 million and $8.8 million, respectively, compared to the same periods in the prior year due to building out 12,800 new sellable addresses in the second quarter of 2022, primarily in rural areas and on the neighbor islands, and 20,400 new sellable addresses in the six months ended June 30, 2022. Hawaii installation capital expenditures increased $1.7 million and $3.7 million in the three and six months ended June 30, 2022, respectively, compared to the comparable periods in 2021 primarily due to increased internet installations on the neighbor islands. Enterprise fiber capital in Hawaii is primarily driven by new ethernet customers. Hawaii capital expenditures classified as Other include IT projects, real estate projects, road jobs or plant damage projects, and network upgrades or optimization projects.

34

IT Services and Hardware

The IT Services and Hardware segment provides end-to-end solutions ranging from consulting to implementation to ongoing optimization. These solutions include Cloud, Communications and Consulting services along with the sale and maintenance of major branded Telecom and IT hardware reported as Infrastructure Solutions. These services and products are provided through the Company's subsidiaries in various geographic areas throughout the United States, Canada and Europe. By offering a full range of equipment and strategic services in conjunction with the Company’s fiber and copper networks, the IT Services and Hardware segment provides our customers personalized solutions designed to meet their business objectives.

Cloud services include the design, implementation and on-going management of the customer’s infrastructure. This includes on-premise, public cloud and private cloud solutions. The Company assists customers with the risk assessment phase through an in-depth understanding of the customer’s business as well as designing and building a solution, using either the customer's existing infrastructure or new cloud based options that transform the way that the customer does business.

Communications solutions help to transform the way our customers do business by connecting employees, customers, and business partners. By upgrading legacy technologies through customized build projects and reducing customer costs, the Company helps to transform the customer’s business. These services include Unified Communications as a Service ("UCaaS"), Software-Defined Wide Area Network ("SD-WAN"), Network as a Service ("NaaS"), Contact Center and Collaboration.

Using our experience and expertise, Infrastructure Solutions are tailored to our customers’ organizational goals. We offer a complete portfolio of services that provide customers with efficient and optimized IT solutions that are agile and responsive to their business and are integrated, simplified and manageable. Through consulting with customers, the Company will build a solution using standard manufacturer equipment to meet our customers’ specific requirements.

Consulting services help customers assess their business and technology needs and provide the talent needed to ensure success. The Company is a premier provider of application services and IT staffing.

	Successor			Predecessor									Successor			Predecessor
(dollars in millions)	Three Months Ended June 30, 2022			Three Months Ended June 30, 2021			Change			% Change			Six Months Ended June 30, 2022			Six Months Ended June 30, 2021			Change			% Change
Revenue:
Consulting	$	83.5		$	71.6		$	11.9			17	%	$	166.9		$	137.1		$	29.8			22	%
Cloud		25.1			24.3			0.8			3	%		49.7			47.7			2.0			4	%
Communications		54.3			55.0			(0.7	)		(1	)%		109.2			109.0			0.2			0	%
Infrastructure Solutions		36.1			29.0			7.1			24	%		72.0			59.9			12.1			20	%
Total revenue		199.0			179.9			19.1			11	%		397.8			353.7			44.1			12	%
Operating costs and expenses:
Cost of services and products		136.4			123.3			13.1			11	%		273.2			239.8			33.4			14	%
Selling, general and administrative		40.7			37.9			2.8			7	%		80.7			76.0			4.7			6	%
Depreciation and amortization		26.6			10.2			16.4		n/m				52.6			20.3			32.3		n/m
Restructuring and severance related charges		0.4			0.9			(0.5	)		(56	)%		1.3			1.4			(0.1	)		(7	)%
Total operating costs and expenses		204.1			172.3			31.8			18	%		407.8			337.5			70.3			21	%
Operating loss (income)	$	(5.1	)	$	7.6		$	(12.7	)	n/m			$	(10.0	)	$	16.2		$	(26.2	)	n/m
Operating margin		(2.6	)%		4.2	%				(6.8) pts				(2.5	)%		4.6	%				(7.1) pts
Capital expenditures	$	7.1		$	6.2		$	0.9			15	%	$	13.4		$	11.9		$	1.5			13	%

35

IT Services and Hardware, continued

	Successor		Predecessor
Metrics information:	June 30, 2022		June 30, 2021		Change		% Change
Consulting
Billable Resources		2,325		2,028		297		15	%
Communications
NaaS Locations		11,354		7,024		4,330		62	%
SD - WAN Locations		8,188		4,650		3,538		76	%
Hosted UCaaS Profiles*		310,309		292,266		18,043		6	%

* Includes Hawaii Hosted UCaaS Profiles

36

IT Services and Hardware, continued

Revenue

IT Services and Hardware segment revenue increased $19.1 million and $44.1 million for the three and six months ended June 30, 2022, respectively, compared to the same periods in the prior year. Consulting revenue is the most significant contributor in which revenue increased $11.9 million and $29.8 million in the three and six months ended June 30, 2022, respectively, compared to the comparable periods in 2021 primarily due to existing customer projects which continue to bill and grow in 2022. Cloud revenue increased $0.8 million and $2.0 million for the three and six months ended June 30, 2022, respectively, compared to the same periods in 2021 primarily due to providing ongoing public cloud services to new customers obtained in 2021 that continue to bill in 2022 in addition to an increase in professional services projects in the six months ended June 30, 2022. These increases were partially offset by Cloud virtual data center revenue decreases of $0.7 million and $1.4 million in the three and six months ended June 30, 2022, respectively, compared to the same periods in the prior year as a result of a customer’s insourcing initiatives. Infrastructure Solutions revenue increased $7.1 million and $12.1 million for the three and six months ended June 30, 2022, respectively, compared to the same periods in 2021 primarily due to revenue associated with professional services projects and the sale of hardware. An increase in the sale of maintenance services also contributed to the increased revenue in the six months ended June 30, 2022.

Operating Costs and Expenses

IT Services and Hardware cost of services and products increased $13.1 million and $33.4 million for the three and six months ended June 30, 2022, respectively, compared to the same periods in the prior year due to increases in payroll related costs and contractor costs due to additional headcount to support revenue growth in the segment, most significantly in the Consulting practice.  Payroll related costs increased by $3.4 million and $7.0 million in the three and six months ended June 30, 2022, respectively, and contractor costs increased by $11.7 million and $29.8 million in the three and six months ended June 30, 2022, respectively, compared to the same periods in 2021.  Billable resources increased by 297 persons compared to June 30, 2021 primarily as result of existing consulting projects that continue to grow.  These increases were partially offset by lower regulatory fees for the three and six months ended June 30, 2022 compared to each of the comparable periods in the prior year.

SG&A expenses increased $2.8 million for the three months ended June 30, 2022 compared to the same period in the prior year primarily due to increases in contract services costs, payroll related costs and bad debt expense. Contract services costs increased $0.9 million due to increased contractors used for special projects in addition to higher insurance expenses. Increased payroll related costs of $0.8 million are due primarily to higher employee commissions. The increase in bad debt expense of $0.5 million for the three months ended June 30, 2022 compared to the same period in the prior year is primarily due to lower expense recorded in the second quarter of 2021 as a result of favorable resolution of reserved balances.

SG&A expenses increased $4.7 million for the six months ended June 30, 2022 compared to the comparable period in the prior year primarily due to similar trends that impacted the three months ended June 30, 2022 in addition to an increase in employee related costs as travel and entertainment activity continued to be low in the six months ended June 30, 2021 as a result of the pandemic.

Depreciation and amortization expense increased $16.4 million and $32.3 million for the three and six months ended June 30, 2022, respectively, compared to the same periods in 2021 due to additional expense incurred subsequent to the Merger Date related to the increased value of property, plant and equipment and intangibles as a result of recording amounts at fair value.

Restructuring and severance related charges recorded in the three and six months ended June 30, 2022 and 2021 are associated with initiatives to reduce and contain costs.

Capital Expenditures

Capital expenditures are dependent on the timing of success-based projects. Capital expenditures for the six months ended June 30, 2022 were primarily related to projects supporting the Cloud and Communications practices. In addition to success-based projects, the Company incurred $2.4 million for implementation work associated with internal software projects in the six months ended June 30, 2022.

37

Financial Condition, Liquidity, and Capital Resources

As of June 30, 2022, the Company had an accumulated deficit of $95.2 million and $1,541.8 million of outstanding indebtedness.

The Company’s primary source of cash is generated by operations. The Company generated $176.2 million and $180.1 million of cash flows from operations during the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, the Company had $347.6 million of short-term liquidity, comprised of $6.7 million of cash and cash equivalents, $323.0 million of undrawn capacity on our Revolving Credit Facility, and $17.9 million available under the Receivables Facility.

The Receivables Facility permits maximum borrowings of up to $215.0 million. As of June 30, 2022, the Company had borrowings of $176.4 million and $20.7 million of letters of credit outstanding under the Receivables Facility on a borrowing capacity of $215.0 million. While we expect to continue to renew this facility, we would be required to use cash, our Revolving Credit Facility, or other sources to repay any outstanding balance on the Receivables Facility if it was not renewed.

The Company’s primary uses of cash are for capital expenditures and debt service and, to a lesser extent, to fund pension and retiree medical obligations. The Company believes that its cash on hand, cash generated from operations, and available funding under its credit facilities will be adequate to meet its cash requirements for the next twelve months.

In the second quarter of 2022, the Company executed amendments to its Receivables Facility, which replaced, amended and added certain provisions and definitions including the replacement of LIBOR with SOFR, a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York. Capacity on the Receivables Facility is calculated and will continue to be calculated based on the quantity and quality of outstanding accounts receivables. Therefore if the Company experiences declines in revenue or extends discounts to customers, the capacity could be negatively impacted and reduce our short term liquidity.

As of June 30, 2022, the Company was in compliance with the Credit Agreement covenants and ratios.

Cash Flows

Cash provided by operating activities during the six months ended June 30, 2022 totaled $176.2 million, a decrease of $3.9 million compared to the same period in the prior year. The decrease is due primarily to increased cash outflow due to working capital which more than offset lower interest payments of $29.3 million for the six months ended June 30, 2022 compared to the comparable period in 2021 primarily due to the extinguishment of the 7% Senior Notes due 2024 and 8% Senior Notes due 2025 in the fourth quarter of 2021 and the termination of the designated interest rate swaps in the Predecessor period of 2021. Increased cash outflow due to working capital is partially due to the timing of vendor payments.

Cash flows used in investing activities during the six months ended June 30, 2022 totaled $263.4 million, an increase of $143.8 million compared to the same period in the prior year due to the increase in capital expenditures as a result of increasing the number of addresses passed with a fiber-to-the-premise product. In addition, cash payments for the acquisition of Agile totaled $65.1 million in the second quarter of 2022.

Cash flows provided by financing activities during the six months ended June 30, 2022 totaled $88.6 million as compared to cash used in financing activities of $69.2 million during the six months ended June 30, 2021. During the six months ended June 30, 2022, the Company borrowed $23.0 million and $77.0 million on the Receivables Facility and Revolving Credit Facility, respectively. During the six months ended June 30, 2021, the Company utilized cash for payments of $8.6 million and $43.0 million on the Receivables Facility and the Company’s former Revolving Credit Facility, respectively, in addition to paying dividends on preferred stock of $5.2 million.

Regulatory Matters

Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 for a complete description of regulatory matters.

Contingencies

In the normal course of business, the Company is subject to various regulatory and tax proceedings, lawsuits, claims and other matters. The Company believes adequate provision has been made for all such asserted and unasserted claims in accordance with accounting principles generally accepted in the United States. Such matters are subject to many uncertainties and outcomes that are not predictable with assurance.

38

Critical Accounting Policies

The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. Application of these principles requires management to make estimates or judgments that affect the amounts reported in the accompanying Condensed Consolidated Financial Statements and information available as of the date of the financial statements. As this information changes, the financial statements could reflect different estimates or judgments.

The Company’s most critical accounting policies and estimates are described in our Annual Report on Form 10-K for the year ended December 31, 2021.

Recently Issued Accounting Standards

Refer to Note 1 of the Condensed Consolidated Financial Statements for further information on recently issued accounting standards. The adoption of new accounting standards did not have a material impact on the Company’s financial results for the six months ended June 30, 2022.

39

Item 3.     Quantitative and Qualitative Disclosures About Market Risk

Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 for a description of the Company's market risks.

Item 4.     Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

Cincinnati Bell Inc.’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in SEC Rule 13a-15(e)) as of the end of the period covered by this report. Based on this evaluation, Cincinnati Bell Inc.’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, such controls and procedures were effective.

(b) Changes in internal control over financial reporting.

Cincinnati Bell Inc.’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, have evaluated any changes in the Company’s internal control over financial reporting that occurred during the second quarter of 2022 and have concluded that there were no changes to Cincinnati Bell Inc.’s internal control over financial reporting during the second quarter of 2022 that materially affect, or are reasonably likely to materially affect, Cincinnati Bell Inc.’s internal control over financial reporting. 

40

PART II. OTHER INFORMATION

Item 1.     Legal Proceedings

Cincinnati Bell and its subsidiaries are involved in a number of legal proceedings. Liabilities are established for legal claims when losses associated with the claims are judged to be probable and the loss can be reasonably estimated. In many lawsuits and arbitrations, including most class action lawsuits, it is not possible to determine whether a liability has been incurred or to estimate the amount of the liability until the case is close to resolution, in which case a liability will not be recognized until that time. Based on information currently available, consultation with counsel, available insurance coverage and recognized liabilities, the Company believes that the eventual outcome of all claims will not, individually or in the aggregate, have a material effect on the Company’s financial position or results of operations.

Item 1A.     Risk Factors

Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 for a comprehensive listing of the Company’s risk factors. There are no material changes for the six months ended June 30, 2022.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.     Defaults upon Senior Securities

None.

Item 4.     Mine Safety Disclosure

None.

Item 5.     Other Information

No reportable items.

41

Item 6.     Exhibits

			Incorporated by Reference
Exhibit Number	Exhibit Description	Form	Filing Date	Exhibit No.	SEC File No.	Filed Herewith
3.1	Second Amended Articles of Incorporation of Cincinnati Bell Inc.	10-K	5/19/2022	3.1	1-8519
3.2	Second Amended and Restated Regulations of Cincinnati Bell Inc.	8-K	9/7/2021	3.1	1-8519
10.1	Sixth Amendment to the Receivables Financing Agreement, dated as of June 3, 2022, by and among Cincinnati Bell Funding LLC, and Cincinnati Bell Funding Canada Ltd., as Borrowers, Cincinnati Bell Inc. and OnX Enterprise Solutions Ltd., as Servicers, the Lenders, Letter of Credit Participants and Group Agents from time to time party thereto, PNC Bank Canada Branch, as issuer of Letters of Credit and Lender, PNC Bank, National Association, as Administrator and issuer of Letters of Credit, and PNC Capital Markets, as Structuring Agent.					+
10.2	Fifth Amendment to Receivables Purchase Agreement, dated as of June 3, 2022, by and among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell Inc., as Servicer, and PNC Bank, National Association, as Buyer.					+
31.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					+
31.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					+
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					+
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					+
101	The following financial statements from Cincinnati Bell Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 were formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Shareholders’ Equity (Deficit), (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements.
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

The Company's historical reports on Form 10-K, 10-Q, and 8-K are available free of charge in the Investor Relations section of the Company's website: http://www.cincinnatibell.com. The Company has ceased to be a registrant subsequent to September 7, 2021 but continues to voluntarily file annual, quarterly and certain other information with the SEC due to contractual provisions included in certain indentures.

42

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Cincinnati Bell Inc.
Date:	August 4, 2022	/s/ Joshua T. Duckworth
		Joshua T. Duckworth
		Chief Financial Officer
Date:	August 4, 2022	/s/ Suzanne E. Maratta
		Suzanne E. Maratta
		Chief Accounting Officer

43

EX-10.1

Exhibit 10.1

EXECUTION VERSION

SIXTH AMENDMENT TO
RECEIVABLES FINANCING AGREEMENT

SIXTH AMENDMENT, dated as of June 3, 2022 (this “Amendment”), to the RECEIVABLES FINANCING AGREEMENT, dated as of May 10, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among CINCINNATI BELL FUNDING LLC, a Delaware limited liability company (the “U.S. Borrower”) and CINCINNATI BELL FUNDING CANADA LTD., an Ontario corporation (the “Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers”), CINCINNATI BELL INC., an Ohio corporation (“CB”, the “U.S. Servicer” and the “Performance Guarantor”) and ONX ENTERPRISE SOLUTIONS LTD., an Ontario corporation (the “Canadian Servicer” and, together with the U.S. Servicer, the “Servicers”), as Servicers, THE VARIOUS LENDERS, LC PARTICIPANTS AND GROUP AGENTS FROM TIME TO TIME PARTY THERETO, PNC BANK CANADA BRANCH, as issuer of Letters of Credit and Lender, PNC BANK, NATIONAL ASSOCIATION, as Administrator (in such capacity, the “Administrator”) and as issuer of Letters of Credit, and PNC CAPITAL MARKETS (the “Structuring Agent”), a Pennsylvania limited liability company, as Structuring Agent.

RECITALS

1.The parties to the Agreement desire to amend the Agreement as hereinafter set forth.

2.Concurrently herewith, the U.S. Borrower, as seller, the U.S. Servicer and the Administrator, as buyer, are entering into that certain Fifth Amendment to the Receivables Purchase Agreement, dated as of the date hereof (the “RPA Amendment”).

NOW THEREFORE, in consideration of the mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.Certain Defined Terms.  Capitalized terms that are used but not defined herein shall have the meanings set forth in the Agreement.

SECTION 2.Amendments to the Agreement.  The Agreement is hereby amended to incorporate the marked changes set forth on Exhibit A hereto.

SECTION 3.Representations and Warranties.  Each of the Borrower, the Servicer and the Performance Guarantor hereby represents and warrants to the Administrator, each Secured Party as follows:

(a)Representations and Warranties.  The representations and warranties made by it in the Agreement are true and correct as of the date hereof and after giving effect to this Amendment (unless stated to relate solely to an earlier date, in which case such representations or warranties were true and correct as of such earlier date).

747636954 06117932

(b)Enforceability.  The execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment and the Agreement, after giving effect to this Amendment, are within its organizational powers and have been duly authorized by all necessary organizational action on its part.  This Amendment and the Agreement, after giving effect to this Amendment, are such Person’s valid and legally binding obligations, enforceable in accordance with its terms.

(c)No Default. After giving effect to this Amendment, no Event of Default, Unmatured Event of Default or Servicer Default exists or shall exist.

SECTION 4.Effect of Amendment.  All provisions of the Agreement, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement to “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement, as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Agreement other than as set forth herein.

SECTION 5.Effectiveness.  This Amendment shall become effective as of the date hereof, upon the Administrator’s receipt of:

(a)duly executed counterparts of this Amendment from each of the parties hereto and

(b)duly executed counterparts of the RPA Amendment.

SECTION 6.Counterparts.  This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.  Delivery by facsimile or email of an executed signature page of this Amendment shall be effective as delivery of an executed counterpart hereof.

SECTION 7.Governing Law.  THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

SECTION 8.Severability.  If any one or more of the agreements, provisions or terms of this Amendment shall for any reason whatsoever be held invalid or unenforceable, then such agreements, provisions or terms shall be deemed severable from the remaining agreements, provisions and terms of this Amendment and shall in no way affect the validity or enforceability of the provisions of this Amendment or the Agreement.

SECTION 9.Section Headings.  The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Agreement or any provision hereof or thereof.

[Signature pages follow]

747636954 06117932 - 2 -

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

CINCINNATI BELL FUNDING LLC,
as U.S. Borrower

By: /s/ Angela J. Huber
Name: Angela J. Huber
Title: Vice President and Treasurer

CINCINNATI BELL INC., as U.S. Servicer and as Performance Guarantor

By: /s/ Angela J. Huber
Name: Angela J. Huber
Title: Vice President and Treasurer

747636954 06117932 S-1 Signature Page to Sixth Amendment to RFA
(Cincinnati Bell)

CINCINNATI BELL FUNDING CANADA LTD., as Canadian Borrower

By: /s/ Angela J. Huber
Name: Angela J. Huber
Title: Vice President and Treasurer

OnX Enterprise Solutions Ltd.,as Canadian Servicer

By: /s/ Angela J. Huber
Name: Angela J. Huber
Title: Vice President and Treasurer

747636954 06117932 S-2 Signature Page to Sixth Amendment to RFA
(Cincinnati Bell)

PNC BANK, NATIONAL ASSOCIATION, as a Related Committed Lender and Group Agent for the PNC Group

By: /s/ Henry Chan
Name: Henry Chan
Title: Senior Vice President

PNC BANK CANADA BRANCH, as a Lender and LC Bank

By: /s/ Henry Chan
Name: Henry Chan
Title: Senior Vice President

PNC BANK, NATIONAL ASSOCIATION,
as Administrator and LC Bank

By: /s/ Henry Chan
Name: Henry Chan
Title: Senior Vice President

PNC BANK, NATIONAL ASSOCIATION,
as the LC Bank and as an LC Participant

By: /s/ Henry Chan
Name: Henry Chan
Title: Senior Vice President

PNC CAPITAL MARKETS LLC,
as Structuring Agent

By: /s/ Henry Chan
Name: Henry Chan
Title: Senior Vice President

747636954 06117932 S-3 Signature Page to Sixth Amendment to RFA
(Cincinnati Bell)

REGIONS BANK,
as a Group Agent, as an LC Participant, as a Related Committed Lender

By: /s/ Kathy Myers
Name: Kathy Myers
Title: Managing Director

747636954 06117932 S-4 Signature Page to Sixth Amendment to RFA
(Cincinnati Bell)

Exhibit A

747636954 06117932

CONFORMED COPYEXHIBIT A toConformed through 5^thSixth Amendment, dated June 3, 2022

RECEIVABLES FINANCING AGREEMENT


dated as of May 10, 2018


among


CINCINNATI BELL FUNDING LLC and CINCINNATI BELL FUNDING CANADA LTD., as Borrowers


CINCINNATI BELL INC. and OnX Enterprise Solutions Ltd.
as Servicers


THE LENDERS AND GROUP AGENTS FROM TIME TO TIME PARTY HERETO,


PNC BANK, NATIONAL ASSOCIATION,
as Administrator and LC Bank


and


PNC CAPITAL MARKETS LLC,
as Structuring Agent

726942362.26 06117932

TABLE OF CONTENTS

Page

ARTICLE I AMOUNTS AND TERMS OF THE LOANS2

Section 1.1 Loan Facility2

Section 1.2 Making Loans4

Section 1.3 Coverage Percentage Computation7

Section 1.4 Settlement Procedures7

Section 1.5 Fees13

Section 1.6 Payments and Computations, Etc.13

Section 1.7 Increased Costs14

Section 1.8 Requirements of Law15

Section 1.9 Funding Losses15

Section 1.10 Taxes16

Section 1.11 Letters of Credit20

Section 1.12 Issuance of Letters of Credit21

Section 1.13 Requirements For Issuance of Letters of Credit22

Section 1.14 Disbursements, Reimbursement22

Section 1.15 Repayment of Participation Advances23

Section 1.16 Documentation24

Section 1.17 Determination to Honor Drawing Request24

Section 1.18 Nature of Participation and Reimbursement Obligations24

Section 1.19 [Reserved]26

Section 1.20 Liability for Acts and Omissions26

Section 1.21 LC Collateral Accounts28

Section 1.22 Inability to Determine CDOR, Euro-Rate or LMIR[Reserved]28

Section 1.23 Extension of Termination Date29

Section 1.24 Mitigation Obligations; Replacement of Lenders30

Section 1.25 Borrowers Jointly and Severally Liable for Obligations30

Section 1.26 Successor CDOR, Euro-Rate or LMIR Index34Rate Unascertainable; Increased Costs; Deposits Not Available; Illegality; Benchmark Replacement Setting34

i

747623848 06117932

TABLE OF CONTENTS
(continued)

Page

ARTICLE II REPRESENTATIONS AND WARRANTIES; COVENANTS; EVENTS OF DEFAULT3544

Section 2.1 Representations and Warranties; Covenants3544

Section 2.2 Events of Default3544

ARTICLE III INDEMNIFICATION3644

Section 3.1 Indemnities by the Borrowers3644

Section 3.2 Indemnities by the Servicers3746

ARTICLE IV ADMINISTRATION AND COLLECTIONS3847

Section 4.1 Appointment of the Servicers3847

Section 4.2 Duties of the Servicers4049

Section 4.3 Lock-Box Account Arrangements4149

Section 4.4 Enforcement Rights4250

Section 4.5 Responsibilities of the Borrowers4251

Section 4.6 Servicing Fee4351

ARTICLE V THE AGENTS4351

Section 5.1 Appointment and Authorization4351

Section 5.2 Delegation of Duties4452

Section 5.3 Exculpatory Provisions4452

Section 5.4 Reliance by Agents4553

Section 5.5 Notice of Events of Default4554

Section 5.6 Non-Reliance on Administrator, Group Agents and Other Lenders4654

Section 5.7 Administrators and Affiliates4654

Section 5.8 Indemnification4654

Section 5.9 Successor Administrator4755

Section 5.10 Erroneous Payments55

ARTICLE VI MISCELLANEOUS4756

Section 6.1 Amendments, Etc4756

Section 6.2 Notices, Etc4857

Section 6.3 Successors and Assigns; Participations; Assignments4857

Section 6.4 Costs, Expenses and Taxes5060

ii

747623848 06117932

TABLE OF CONTENTS
(continued)

Page

Section 6.5 No Proceedings; Limitation on Payments5161

Section 6.6 GOVERNING LAW AND JURISDICTION5261

Section 6.7 Confidentiality5262

Section 6.8 Execution in Counterparts5362

Section 6.9 Survival of Termination5362

Section 6.10 WAIVER OF JURY TRIAL5362

Section 6.11 Sharing of Recoveries5463

Section 6.12 Right of Setoff5463

Section 6.13 Entire Agreement5463

Section 6.14 Headings5463

Section 6.15 Groups’ Liabilities5463

Section 6.16 USA Patriot Act5464

Section 6.17 Structuring Agent5564

Section 6.18 Currency5564

Section 6.19 Currency Equivalence5564

Section 6.20 Criminal Interest5665

Section 6.21 Québec Matters5665

Section 6.22 Québec Security5666

Section 6.23 Intent of the Parties5766

Section 6.24 Post Closing Covenants5766

iii

747623848 06117932

EXHIBIT IDefinitions

EXHIBIT IIConditions of Loans

EXHIBIT IIIRepresentations and Warranties

EXHIBIT IVCovenants

EXHIBIT VEvents of Default

SCHEDULE ICredit and Collection Policy

SCHEDULE IILock-Box Banks and Lock-Box Accounts

SCHEDULE IIIGroup Commitments

SCHEDULE IVPermitted Accounts

ANNEX A-1Form of Monthly Report

ANNEX A-2Form of Weekly Report

ANNEX BForm of Borrowing Notice

ANNEX CForm of Assumption Agreement

ANNEX DForm of Transfer Supplement

ANNEX EForm of Paydown Notice

ANNEX FForm of Compliance Certificate

ANNEX GForm of Letter of Credit Application

ANNEX HSpecial Obligors

ANNEX IDesignated Obligors and Designated Terms

ANNEX JDSO Trigger

ANNEX KMonetization Report

ANNEX LTax Forms

ANNEX MSubject PPSA Filings

iv

747623848 06117932

This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of May 10, 2018, among CINCINNATI BELL FUNDING LLC, a Delaware limited liability company (the “U.S. Borrower”) and CINCINNATI BELL FUNDING CANADA LTD., an Ontario corporation (the “Canadian Borrower”, and together with the U.S. Borrower, the “Borrowers”), CINCINNATI BELL INC., an Ohio corporation (“CB” or “U.S. Servicer”) and OnX Enterprise Solutions Ltd., an Ontario corporation (the “Canadian Servicer”, together with the U.S. Servicer, the “Servicers”), THE VARIOUS LENDERS, LC PARTICIPANTS AND GROUP AGENTS FROM TIME TO TIME PARTY HERETO, PNC BANK, NATIONAL ASSOCIATION, as Administrator for each Group (in such capacity, the “Administrator”), and as issuer of Letters of Credit, and PNC CAPITAL MARKETS, a Pennsylvania limited liability company, as Structuring Agent (in such capacity, the “Structuring Agent”).

PRELIMINARY STATEMENTS.  Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I.  References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time.

Each Borrower has requested (a) that the Lenders make Loans from time to time to the Borrowers and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein.

This Agreement amends and restates in its entirety, as of the Closing Date, the Amended and Restated Receivables Purchase Agreement, dated as of June 6, 2011 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the U.S. Borrower, as “Seller”, the U.S. Servicer, as “Servicer”, the “Purchaser Agents” and “Purchasers” from time to time party thereto and the Administrator.  Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety.  Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the U.S. Borrower and the U.S. Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full; provided that any Pool Assets sold to the “Purchasers” pursuant to the Original Agreement shall be deemed to be assets of the Borrowers subject to the security interest granted hereunder in favor of the Administrator.  Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement.  Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement.

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In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

AMOUNTS AND TERMS OF THE LOANS

Section 1.1Loan Facility.

(a)On the terms and subject to the conditions hereof, each Borrower may, from time to time before the Facility Termination Date, (i) request that the Lenders make U.S. Dollar Loans or Canadian Dollar Loans.  Each loan requested by such Borrower pursuant to Section 1.2(a) shall be made ratably (based on Ratable Share) by the respective Groups, and each Group’s Ratable Share of each Loan shall be made and funded (x) if such Group contains a Conduit Lender and such Conduit Lender elects (in its sole discretion) to make and fund such portion of such Loan, by such Conduit Lender, or (y) if such Group does not contain a Conduit Lender or if the Conduit Lender in such Group declines (in its sole discretion) to make or fund such portion of such Loan, by the Related Committed Lender in such Group and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such loan or issuance is referred to herein as a “Loan”).  At no time will a Conduit Lender have any obligation to make a Loan.  Each Related Committed Lender severally hereby agrees, on the terms and subject to the conditions hereof, to make Loans to each Borrower from time to time from the date hereof to the Facility Termination Date or, if earlier, the Scheduled Termination Date with respect to such Related Committed Lender, based on the applicable Group’s Ratable Share of each Loan requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Lender, its Commitment Percentage of its Group’s Ratable Share of such Loan) and, on the terms of and subject to the conditions of this Agreement, the LC Bank hereby agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make Participation Advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Ratable Share of such draws).  Notwithstanding anything set forth in this paragraph (a) or otherwise herein to the contrary under no circumstances shall any Lender make any Loan or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Loan, the (i) aggregate outstanding U.S. Dollar Equivalent of the amount of the Capital of such Lender, when added to all other Capital of all other Lenders in such Lender’s Group would exceed (A) its Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)), minus (B) the Related LC Participant’s Ratable Share of the Aggregate LC Participation Amount, (ii) Aggregate Capital plus the Aggregate LC Participation Amount would exceed the Facility Limit, (iii) the Coverage Percentage would exceed 100%, (iv) the Aggregate LC Participation Amount would exceed the aggregate of the Commitments of the LC Participants, (v) the aggregate amount of Canadian Dollar Capital would exceed the Canadian Dollar Capital Sublimit or (vi) the Canadian Dollar LC Participation Amount would exceed the Canadian Dollar LC Sublimit.

Each Borrower may, subject to this paragraph (a) and the other requirements and conditions herein, use the proceeds of any loan by the Lenders hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.14 below.

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(b)The Borrowers shall repay in full the outstanding Capital of each Lender on the Final Maturity Date.  Prior thereto, the Borrowers shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 1.4 and otherwise in accordance therewith.  Notwithstanding the foregoing, the Borrowers, in their discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s prior written notice thereof to the Administrator and each Lender in the form of Annex E (each, a “Paydown Notice”); provided that each Borrower may (i) make a prepayment of U.S. Dollar Capital so long as (x) the amount of such U.S. Dollar Capital being prepaid does not exceed $15,000,000 and (y) the related Paydown Notice is received by the Administrator and each Group Agent before 1:00 p.m.  (New York City time) on the date of such prepayment and (ii) make a prepayment of Canadian Dollar Capital so long as (x) the amount of such Canadian Dollar Capital being prepaid does not exceed CAD10,000,000 and (y) the related Paydown Notice is received by the Administrator and each Group Agent before 12:00 p.m.  noon (Toronto, Ontario time).  Each such prepayment shall be in a minimum aggregate amount of $200,000; provided, however, that notwithstanding the foregoing, (i) a prepayment may be made in an amount necessary to reduce the Coverage Percentage to 100% and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.

(c)The Borrowers may, upon at least thirty (30) Business Days’ written notice to the Administrator and each Group Agent, terminate the credit facility evidenced by this Agreement in whole or, upon at least fifteen (15) Business Days’ prior written notice to the Administrator, from time to time, irrevocably reduce in part the unused portion of the Facility Limit (but not below the amount that would cause the Aggregate Capital plus the Aggregate LC Participation Amount to exceed the Facility Limit or would cause the U.S. Dollar Equivalent amount of the Group Capital of any Group to exceed its Group Commitment, in each case after giving effect to such reduction); provided that each partial reduction shall be in the amount of at least $5,000,000, or an integral multiple of $1,000,000 in excess thereof, and that, unless terminated in whole, the Facility Limit shall in no event be reduced below $20,000,000.  Each reduction in the Commitments hereunder shall be made ratably among the Related Committed Lenders in accordance with their respective Commitment Percentages and their respective Commitments.  The Administrator shall promptly advise the Group Agents of any notice received by it pursuant to this Section 1.1(c); itbeingunderstood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of the LC Collateral Account hereunder) no such termination or reduction shall be effective unless and until (i) in the case of a termination, the amount on deposit in the LC Collateral Account is at least equal to the then outstanding Aggregate LC Participation Amount plus the LC Fee Expectation and (ii) in the case of a partial reduction, the amount on deposit in the LC Collateral Account is at least equal to the amount, if any, by which the Facility Limit as so reduced by such partial reduction exceeds the sum of the Aggregate Capital plus the Aggregate LC Participation Amount.

(d)From time to time, the U.S. Borrower may sell certain Receivables to the Receivables Buyer pursuant to the Monetization Documents; provided that, unless otherwise consented to in writing by the Administrator, (i) the Purchase Date with respect to any such sale shall be a date permitted from time to time under the Monetization Documents, (ii) each Receivable subject to the related Purchase Request shall be a Permitted Monetization Receivable and (iii) not less than one (1) Business Day prior to any proposed Purchase Date, the U.S. Servicer shall deliver

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to the Administrator and each Group Agent a report in substantially the form set forth on Annex K (such report, a “Monetization Report”).  Any Receivable identified on any Purchase Request and sold to the Receivables Buyer in accordance with the Monetization Documents shall constitute a “Monetized Receivable”.  On the related Purchase Date therefor, a Monetized Receivable shall cease to constitute a Pool Receivable and the Administrator’s security interest under this Agreement in such Monetized Receivable and Related Monetized Assets (but not in any other Receivable or any other Pool Assets) shall automatically and without any further action be released and of no further force or effect; provided that if such Monetized Receivable and Related Monetized Assets is transferred, reconveyed or returned to the U.S. Borrower by the Receivables Buyer (including in connection with an “Event of Repurchase” pursuant to the Monetization Documents with respect to such Receivable), then (x) such Receivable shall cease to constitute a Monetized Receivable and shall thereafter constitute a Pool Receivable and (y) the security interest granted herein shall immediately be reinstated with respect to such Receivable.

Section 1.2Making Loans.

(a)Each Borrower may request a Loan to be made in cash on any day upon such Borrower’s irrevocable written notice in the form of Annex B (each, a “Borrowing Notice”) delivered to the Administrator and each Group Agent in accordance with Section 6.2 (which notice must be received by the Administrator and each Group Agent before 12:00 p.m.  (New York City time)) at least one (1) Business Day before the date of the requested Loan; provided that (i) each Borrower may request a U.S. Dollar Loan on the date of the requested Loan so long as (x) the amount of such Loan does not exceed $15,000,000 and (y) the related Borrowing Notice is received by the Administrator and each Group Agent before 1:00 p.m.  (New York City time) and (ii) each Borrower may request a Canadian Dollar Loan on the date of the requested Loan so long as (x) the amount of such Loan does not exceed CAD10,000,000 and (y) the related Borrowing Notice is received by the Administrator and each Group Agent before 12:00 p.m.  noon (Toronto, Ontario time).  Each Borrowing Notice shall specify: (A) the amount requested to be paid to such Borrower (such amount, which shall not be less than (x) with respect to U.S. Dollar Loans, $500,000 or (y) with respect to Canadian Dollar Loans, CAD500,000 or, in either case, such lesser amount as agreed to by the Administrator and each Group Agent), being the Capital then being funded with respect to each Group, (B) the date of such Loan (which shall be a Business Day) and (C) the pro forma calculation of the Coverage Percentage after giving effect to the increase in the Aggregate Capital resulting from such Loan.  Upon delivering any Borrowing Notice, the Borrowers shall indicate the percentage share of each of the U.S. Borrower and the Canadian Borrower of the Aggregate Capital (such percentage share, the “U.S. Borrower’s Share” and the “Canadian Borrower’s Share”, as applicable) after giving effect to such Loan.  The Borrowers may from time to time adjust the U.S. Borrower’s Share and the Canadian Borrower’s Share in connection with the delivery of any Paydown Notice pursuant to Section 1.1(b) or by written notice to each Purchaser Agent and the Administrator.  The Servicers shall indicate the then-applicable U.S. Borrower’s Share and the Canadian Borrower’s Share on each Information Package delivered pursuant to this Agreement.  Notwithstanding the foregoing, unless otherwise approved in writing by the Administrator, the Canadian Borrower shall only request Canadian Dollar Loans.

(b)On the date of each Loan requested by any Borrower pursuant to Section 1.2(a), each applicable Conduit Lender or Related Committed Lender, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to such Borrower in

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same day funds, at such account so designated in writing by such Borrower to the Administrator and each Group Agent, an amount equal to such Lender’s Ratable Share of the amount of such Loan requested. With respect to each provision of this Agreement relating to the funding or participation in any Loan requested by the Canadian Borrower and the repayment thereof by the Canadian Borrower in connection therewith, each reference to and all Loans to be funded with respect to the Commitment hereunder of PNC as a Related Committed Lender shall be funded by PNC Bank Canada Branch.  With respect to any Loans funded by PNC Bank Canada Branch, each reference to a Lender herein shall include PNC Bank Canada Branch, including, without limitation, any references to any rights of set-off, any rights of indemnification or expense reimbursement and references to reserves, capital adequacy or other provisions of a similar nature.

(c)To secure the payment in full and performance of all obligations under this Agreement and the other Transaction Documents to which it is a party, each Borrower hereby grants to the Administrator, for the benefit of the Secured Parties a security interest in and collaterally assigns, all of such Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising:

(i)all Pool Receivables,

(ii)all Related Security with respect to such Pool Receivables,

(iii)all Collections with respect to such Pool Receivables,

(iv)(A) the Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein and (B) each LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such LC Collateral Account and amounts on deposit therein,

(v)all rights (but none of the obligations) of such Borrower under the applicable Sale Agreement (other than any rights with respect to Monetized Receivables or Related Monetized Assets), and

(vi)all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”); provided, however, that “Pool Assets” shall not include any Monetized Receivables, Related Monetized Assets or “consumer goods” (within the meaning of the PPSA).

If the grant of the security interests under this Section 1.2(c) with respect to any Contract would result in the termination or breach of such Contract, or is otherwise prohibited or ineffective (whether by the terms thereof or under Applicable Law), then such Contract, shall not be subject to the security interests granted hereunder but shall be held in trust by the applicable Borrower for the benefit of the Administrator (for its own benefit and for the benefit of the other Secured Parties) and, on the exercise by the Administrator of any of its rights or remedies under this Agreement following an Event of Default shall be assigned by such Borrower as directed by the Administrator; provided that: (a) the security interests of such Borrower shall attach to such Contract, or applicable portion thereof, immediately at such time as the condition causing such termination or breach is remedied, and (b) if a term in a Contract that prohibits or restricts the

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grant of the security interests in the whole of an account or chattel paper forming part of the Pool Assets is unenforceable against the Administrator under Applicable Law, then the exclusion from the security interests set out above shall not apply to such account or chattel paper.  Each Borrower hereby authorizes the Administrator to file one or more financing statements, and amendments thereto, describing the collateral covered thereby as “ALL ASSETS” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.  The Administrator, on behalf of the Secured Parties, shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the other Secured Parties, all the rights and remedies of a secured party under any applicable UCC or PPSA.  Without limiting the foregoing, the Administrator may, at any time from and after an Event of Default, (i) obtain from any court of competent jurisdiction an order for the appointment of a Receiver of any or all Borrowers or of any or all of the Pool Assets of any or all Borrowers or (ii) appoint by instrument in writing one or more Receivers of any or all Borrowers or any or all of the Pool Assets of any or all Borrower with such rights, powers and authority (including any or all of the rights, powers and authority of the Administrator under this Agreement) as may be provided for in the instrument of appointment or any supplemental instrument, and remove and replace any such Receiver from time to time.  To the extent permitted by Applicable Law, any Receiver appointed by the Administrator shall (for purposes relating to responsibility for the Receiver’s acts or omissions) be considered to be the agent of any such Borrower and not of the Administrator or any of the other Secured Parties.

(d)Each Borrower confirms that value has been given by the Secured Parties to such Borrower, that such Borrower has rights in its Pool Assets existing at the date of this Agreement, and that such Borrower and the Administrator have not agreed to postpone the time for attachment of any security interest created by this Agreement to any of the Pool Assets of such Borrower.

(e)Each Borrower may, with the written consent of the Administrator and each Group Agent (and, in the case of a new Related LC Participant, the LC Bank), add additional Persons as Lenders (either to an existing Group or by creating new Groups) or cause an existing Related Committed Lender or Related LC Participant to increase its Commitment in connection with a corresponding increase in the Facility Limit; provided that the Commitment of any Related Committed Lender or Related LC Participant may only be increased with the prior written consent of such Lender (which consent may be granted or withheld in their sole discretion).  Each new Conduit Lender, Related Committed Lender or Related LC Participant (or Group) shall become a party hereto, by executing and delivering to the Administrator, each Group Agent and each Borrower, an Assumption Agreement in the form of Annex C hereto (which Assumption Agreement shall, in the case of any new Conduit Lender, Related Committed Lender or Related LC Participant, be executed by each Person in such new Lender’s Group).

(f)Each Related Committed Lender’s and Related LC Participant’s obligations hereunder shall be several, such that the failure of any Related Committed Lender or Related LC Participant to make a payment in connection with any loan hereunder, or drawing under a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed Lender or Related LC Participant of its obligation hereunder to make payment for any Funded Loan or such drawing.  Further, in the event any Related Committed Lender or Related LC Participant fails to satisfy its obligation to make a payment with respect to such drawing as required hereunder, upon

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receipt of notice of such failure from any Borrower or the Administrator (or any relevant Group Agent or, solely to the extent no such notice has been given, notice by each Servicer), subject to the limitations set forth herein, the non-defaulting Related Committed Lenders or Related LC Participants in such defaulting Related Committed Lender’s or Related LC Participant’s Group shall fund the defaulting Related Committed Lender’s or Related LC Participant’s Commitment Percentage of the related Loan or drawing prorata in proportion to their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Lender or Related LC Participant; itbeingunderstood that a defaulting Related Committed Lender’s or Related LC Participant’s Commitment Percentage of any Loan or drawing shall be first funded by the Related Committed Lenders or Related LC Participants in such defaulting Related Committed Lender’s or Related LC Participant’s Group and thereafter if there are no other Related Committed Lenders or Related LC Participants in such Group or if such other Related Committed Lenders or Related LC Participants are also defaulting Related Committed Lenders or Related LC Participants, then such defaulting Related Committed Lender’s or Related LC Participant’s Commitment Percentage of such Loan or drawing shall be funded by each other Group ratably (based on Ratable Share) and applied in accordance with this paragraph (f)).  Notwithstanding anything in this paragraph (f) to the contrary, no Related Committed Lender or Related LC Participant shall be required to make a Loan or payment with respect to such drawing pursuant to this paragraph for an amount which would cause the aggregate U.S. Dollar Equivalent amount of the Capital of such Related Committed Lender or the Ratable Share of the Aggregate LC Participation Amount of such Related LC Participant (after giving effect to such Loan or payment with respect to such drawing) to exceed its Commitment.

Section 1.3Coverage Percentage Computation.  The Coverage Percentage shall be initially computed on the Closing Date.  Thereafter, until the Facility Termination Date, such Coverage Percentage shall be automatically recomputed (or deemed to be recomputed) on each Business Day other than a Termination Day.  On any Termination Day, the Coverage Percentage shall be deemed to be 100%.  The Coverage Percentage shall become zero when the Final Payout Date has occurred and the Servicers shall have received the accrued Servicing Fee thereon.

Section 1.4Settlement Procedures.

(a)The U.S. Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrator, segregate in a separate account designated by the Administrator, which shall be an account maintained and controlled by the Administrator unless the Administrator otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the U.S. Servicer or the U.S. Borrower or received in any Lock-Box Account the customer of record of which at the applicable Lock-Box Bank is the U.S. Borrower (each such Lock-Box Account, a “U.S. Lock-Box Account”); provided, however, that so long as each of the conditions precedent set forth in Section 3 of Exhibit II are satisfied on such date, the U.S. Servicer may release to the U.S. Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the U.S. Borrower on such date in accordance with the terms of the U.S. Sale Agreement or (ii) amounts owing by the U.S. Borrower to the U.S. Originators under the Company Notes issued to the U.S. Originators (each such release, a “U.S. Collections Release”).  On each Settlement Date, the U.S. Servicer (or, following its assumption of control of

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the U.S. Lock-Box Accounts, the Administrator) shall, distribute such Collections in the following order of priority:

(i)first, to the U.S. Servicer for the payment of the accrued Servicing Fees payable to it for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable to it for any prior Interest Period to the extent such amount has not been distributed to the U.S. Servicer);

(ii)second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), the U.S. Borrower’s Share of all accrued and unpaid Interest and Fees due to such Lender and other Credit Party accrued during the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 1.10 and 3.1 in respect of such payments), plus, if applicable, the U.S. Borrower’s Share of the amount of any such Interest and Fees (including any additional amounts or indemnified amounts payable under Sections 1.10 and 3.1 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party;

(iii)third, as set forth in clause (x), (y) or (z) below, as applicable:

(x) if such day is not a Termination Day, to the extent that the Coverage Percentage exceeds 100% on such date: (I) first, to the Lenders (ratably, based on the U.S. Dollar Equivalent of the amount of aggregate outstanding Capital of each Lender at such time) for the payment of a portion of the U.S. Borrower’s Share of the outstanding Aggregate Capital at such time, in an aggregate amount equal to the U.S. Borrower’s Share of the amount necessary to reduce the Coverage Percentage to 100% and (II) second, to each LC Collateral Account, in reduction of the U.S. Borrower’s Share of the Aggregate Adjusted LC Participation Amount, in an amount equal to the amount necessary (after giving effect to clause (I) above) to reduce the U.S. Borrower’s Share of the Coverage Percentage to 100%;

(y) if such day is a Termination Day: (I) first, to each Lender (ratably, based on the U.S. Dollar Equivalent of the amount of aggregate outstanding Capital of each Lender at such time) for the payment in full of the U.S. Borrower’s Share of the aggregate outstanding Capital of such Lender at such time and (II) second, to each LC Collateral Account (A) the amount necessary to reduce the U.S. Borrower’s Share of the Aggregate Adjusted LC Participation Amount to zero ($0) and (B) an amount equal to the U.S. Borrower’s Share of the LC Fee Expectation at such time; or

(z) if such day is not a Termination Day, at the election of the U.S. Borrower and in accordance with Section 1.2(b), to the payment of all or any portion of the U.S. Borrower’s Share of the outstanding Capital of the Lenders at such time (ratably, based on the U.S. Dollar Equivalent of the amount of aggregate outstanding Capital of each Lender at such time);

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provided, that the U.S. Servicer (or, following its assumption of control of the U.S. Lock-Box Accounts, the Administrator) shall not distribute Collections pursuant to this clause (iii), if any amounts remain due and unpaid pursuant to Section 1.4(b)(ii) below after giving effect to the distribution of Collections available therefor under Section 1.4(b);

(iv)fourth, to the Credit Parties that are then Exiting Lenders (ratably, based on the amount due and owing at such time), for the payment the U.S. Borrower’s Share of all other obligations then due and owing by the Borrowers to such Credit Parties; provided, that the U.S. Servicer (or, following its assumption of control of the U.S. Lock-Box Accounts, the Administrator) shall not distribute Collections pursuant to clause (iv), if any amounts remain due and unpaid pursuant to Section 1.4(b)(iii) below after giving effect to the distribution of Collections available therefor under Section 1.4(b);

(v)fifth, to the Credit Parties, the Affected Persons and the Indemnified Parties (ratably, based on the amount due and owing at such time), for the payment of the U.S. Borrower’s Share of all other obligations then due and owing by the Borrowers to the Credit Parties, the Affected Persons and the Indemnified Parties; provided, that the U.S. Servicer (or, following its assumption of control of the U.S. Lock-Box Accounts, the Administrator) shall not distribute Collections pursuant to this clause (v), if any amounts remain due and unpaid pursuant to Section 1.4(b)(iv) below after giving effect to the distribution of Collections available therefor under Section 1.4(b);

(vi)sixth, to the extent that the U.S. Borrower has failed to make any payment or deposit required to be made under the Monetization Documents and such failure has remained unremedied for one (1) or more Business Days, the balance, if any, to a separate account designated by the Administrator or, if so instructed by the Administrator, transferred to the Receivables Buyer in an amount equal to the amounts then due and owing to the Receivables Buyer under the Monetization Documents; provided, that the U.S. Servicer (or, following its assumption of control of the U.S. Lock-Box Accounts, the Administrator) shall not distribute Collections pursuant to this clause (vi), if any amounts remain due and unpaid pursuant to Section 1.4(b)(v) below after giving effect to the distribution of Collections available therefor under Section 1.4(b); and

(vii)seventh, the balance, if any, to be paid to the U.S. Borrower for its own account; provided, that the U.S. Servicer (or, following its assumption of control of the U.S. Lock-Box Accounts, the Administrator) shall not distribute Collections pursuant to this clause (vii), if any amounts remain due and unpaid pursuant to Section 1.4(b)(v) below after giving effect to the distribution of Collections available therefor under Section 1.4(b).

(b)The Canadian Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrator, segregate in a separate account designated by the Administrator, which shall be an account maintained and controlled by the Administrator unless the Administrator otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Canadian Servicer or the Canadian Borrower or received in any Lock-Box Account the customer

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of record of which at the applicable Lock-Box Bank is the Canadian Borrower (each such Lock-Box Account, a “Canadian Lock-Box Account”); provided, however, that so long as each of the conditions precedent set forth in Section 3 of Exhibit II are satisfied on such date, the Canadian Servicer may release to the Canadian Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Canadian Borrower on such date in accordance with the terms of the Canadian Sale Agreement or (ii) amounts owing by the Canadian Borrower to the Canadian Originators under the Company Notes issued to the Canadian Originators (each such release, a “Canadian Collections Release”).  On each Settlement Date, the Canadian Servicer (or, following its assumption of control of the Canadian Lock-Box Accounts, the Administrator) shall, distribute such Collections in the following order of priority:

(i)first, to the Canadian Servicer for the payment of the accrued Servicing Fees payable to it for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable to it for any prior Interest Period to the extent such amount has not been distributed to the Canadian Servicer), plus applicable GST/HST;

(ii)second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), the Canadian Borrower’s Share of all accrued and unpaid Interest and Fees due to such Lender and other Credit Party accrued during the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 1.10 and 3.1 in respect of such payments), plus, if applicable, the Canadian Borrower’s Share of the amount of any such Interest and Fees (including any additional amounts or indemnified amounts payable under Sections 1.10 and 3.1 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party;

(iii)third, as set forth in clause (x), (y) or (z) below, as applicable:

(x) if such day is not a Termination Day, to the extent that the Coverage Percentage exceeds 100% on such date: (I) first, to the Lenders (ratably, based on the U.S. Dollar Equivalent of the amount of aggregate outstanding Capital of each Lender at such time) for the payment of a portion of the Canadian Borrower’s Share of the outstanding Aggregate Capital at such time, in an aggregate amount equal to the Canadian Borrower’s Share of the amount necessary to reduce the Coverage Percentage to 100% and (II) second, to each LC Collateral Account, in reduction of the Canadian Borrower’s Share of the Aggregate Adjusted LC Participation Amount, in an amount equal to the amount necessary (after giving effect to clause (I) above) to reduce the Canadian Borrower’s Share of the Coverage Percentage to 100%;

(y) if such day is a Termination Day: (I) first, to each Lender (ratably, based on the U.S. Dollar Equivalent of the amount of aggregate outstanding Capital of each Lender at such time) for the payment in full of the Canadian Borrower’s Share of the aggregate outstanding Capital of such Lender at such time and (II) second, to each LC Collateral Account (A) the amount necessary to reduce the Canadian Borrower’s Share of the Aggregate Adjusted LC Participation Amount

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to zero ($0) and (B) an amount equal to the Canadian Borrower’s Share of the LC Fee Expectation at such time; or

(z) if such day is not a Termination Day, at the election of the Canadian Borrower and in accordance with Section 1.2(b), to the payment of all or any portion of the Canadian Borrower’s Share of the outstanding Capital of the Lenders at such time (ratably, based on the U.S. Dollar Equivalent of the amount of aggregate outstanding Capital of each Lender at such time); provided, that the Canadian Servicer (or, following its assumption of control of the Canadian Lock-Box Accounts, the Administrator) shall not distribute Collections pursuant to this clause (iii), if any amounts remain due and unpaid pursuant to Section 1.4(a)(ii) above after giving effect to the distribution of Collections available therefor under Section 1.4(a);

(iv)fourth, to the Credit Parties that are then Exiting Lenders (ratably, based on the amount due and owing at such time), for the payment the Canadian Borrower’s Share of all other obligations then due and owing by the Borrowers to such Credit Parties; provided that the Canadian Servicer (or, following its assumption of control of the Canadian Lock-Box Accounts, the Administrator) shall not distribute Collections pursuant to this clause (iv), if any amounts remain due and unpaid pursuant to Section 1.4(a)(iii) above after giving effect to the distribution of Collections available therefor under Section 1.4(a);

(v)fifth, to the Credit Parties, the Affected Persons and the Indemnified Parties (ratably, based on the amount due and owing at such time), for the payment of the Canadian Borrower’s Share of all other obligations then due and owing by the Borrowers to the Credit Parties, the Affected Persons and the Indemnified Parties; provided that the Canadian Servicer (or, following its assumption of control of the Canadian Lock-Box Accounts, the Administrator) shall not distribute Collections pursuant to this clause (v), if any amounts remain due and unpaid pursuant to Section 1.4(a)(iv) above after giving effect to the distribution of Collections available therefor under Section 1.4(a);

(vi)sixth, the balance, if any, to be paid to the Canadian Borrower for its own account; provided that the Canadian Servicer (or, following its assumption of control of the Canadian Lock-Box Accounts, the Administrator) shall not distribute Collections pursuant to this clause (vi), if any amounts remain due and unpaid pursuant to Section 1.4(a)(v) or Section 1.4(a)(vi) above after giving effect to the distribution of Collections available therefor under Section 1.4(a).

(c)All payments or distributions to be made by any Servicer, any Borrower and any other Person to the Lenders (or their respective related Affected Persons and Indemnified Parties) and the LC Bank hereunder shall be paid or distributed to the related Group Agent.  The applicable Group Agent shall distribute such amounts to the applicable Lenders, the LC Bank, Affected Persons and the Indemnified Parties ratably.

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(d)U.S. Dollar Capital and Interest and Fees relating thereto shall be payable in U.S. Dollars and all Canadian Dollar Capital and Interest and Fees relating thereto shall be payable in Canadian Dollars.

(e)For the purposes of this Section 1.4:

(i)if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, rejected or returned goods or services, or any revision, cancellation, allowance, discount or other adjustment made by any Borrower or any Affiliate of such Borrower, or the applicable Servicer or any Affiliate of the applicable Servicer, or any setoff or dispute between any Borrower or any Affiliate of such Borrower, or the applicable Servicer or any Affiliate of the applicable Servicer and an Obligor (except any such revision, cancellation, allowance, discount or other adjustment made in settlement of such Pool Receivable resulting from the financial inability of the applicable Obligor to pay such Pool Receivable and, in the case of all Pool Receivables, made in accordance with the Credit and Collection Policies), the Borrower that purchased such Receivable under the applicable Sale Agreement shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction or adjustment and shall immediately pay any and all such amounts in respect thereof to a Lock-Box Account for the benefit of the Lenders and their assigns and for application pursuant to Section 1.4;

(ii)if on any day it is determined that any of the representations or warranties in Sections 1(j) or 3(a) of Exhibit III was (and at the time of such determination remains) untrue with respect to any Pool Receivable at the time a Loan was made with respect to such Pool Receivable, the Borrower that purchased such Receivable under the applicable Sale Agreement shall be deemed to have received on such day a Collection of such Pool Receivable in full and shall immediately pay any and all such amounts to a Lock-Box Account (or as otherwise directed by the Administrator at such time) for the benefit of the Lenders and their assigns and for application pursuant to this Section 1.4 (Collections deemed to have been received pursuant to clause (i) or (ii) of this paragraph (e) are hereinafter sometimes referred to as “Deemed Collections”);

(iii)except as otherwise required by the Monetization Intercreditor Agreement, applicable law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in a manner consistent with the application and allocation procedures employed by each Servicer at such time; and

(iv)if and to the extent the Administrator, any Group Agent or any Lender shall be required for any reason to pay over to an Obligor (or any trustee, Receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Borrowers and, accordingly, such Person shall have a claim against the Borrowers for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.

Section 1.5Fees.  Each Borrower shall pay to each Group Agent for the benefit of the Lenders and Liquidity Providers in the related Group in accordance with the provisions set forth

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in Section 1.4(a) and Section 1.4(b) and the Structuring Agent certain fees in the amounts and on the dates set forth in one or more fee letter agreements, dated the Closing Date (or dated the date any such Lender and member of its related Group become a party hereto pursuant to an Assumption Agreement, a Transfer Supplement or otherwise), between such Borrower and the applicable Group Agent, respectively, (as any such fee letter agreement may be amended, restated, supplemented or otherwise modified from time to time, each, a “Group Fee Letter” and each of the Group Fee Letters may be referred to collectively as, the “Fee Letters”).

Section 1.6Payments and Computations, Etc.

(a)All amounts to be paid or deposited by any Borrower or any Servicer hereunder shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than 2:00 p.m. (New York City time) on the day when due in same day funds to the account for each Lender maintained by the applicable Group Agent (or such other account as may be designated from time to time by such Group Agent to such Borrower and such Servicer).  All amounts received after 2:00 p.m.  (New York City time) will be deemed to have been received on the next Business Day.

(b)Each Borrower or each Servicer, as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by such Borrower or such Servicer, as the case may be, when due hereunder, at an interest rate equal to 3% per annum above the applicable Base Rate, payable on demand.

(c)All computations of interest under paragraph (b) and all computations of Interest, Fees and other amounts hereunder shall be made on the basis of a year of 360 (or 365 or 366, as applicable, with respect to Interest or other amounts calculated by reference to the applicable Base Rate) days for the actual number of days elapsed.  For the purposes of the Interest Act (Canada), the annual rate to which any interest rate, discount rate or present value expressed on the basis of a year of 360 days is equivalent, is such rate or value multiplied by the actual number of days in the year, divided by 360, and each Borrower hereby represents and warrants that it understands the foregoing conversion formula and how to calculate annual rates of interest using such formula.  Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit.

(d)On any day when any computation or calculation hereunder requires the aggregation of amounts denominated in more than one currency, all amounts that are denominated in Canadian Dollars shall be deemed to be the U.S. Dollar Equivalent thereof on such day for purposes of such computation or calculation.

Section 1.7Increased Costs.

(a)If, after the date hereof, the Administrator, any Lender, Liquidity Provider or Program Support Provider or any of their respective Affiliates (each an “Affected Person”) determines that any Change in Law affects or would affect the amount of capital required or expected to be maintained by such Affected Person based upon the existence of any commitment to make Loans (or otherwise to maintain the Loans) or any related liquidity facility, credit

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enhancement facility and other commitments of the same type, then, upon demand by such Affected Person (with a copy to the Administrator), each Borrower shall promptly pay such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person in the light of such circumstances, to the extent that such Affected Person determines such increase in capital is allocable to the existence of any of such commitments.

(b)If due to any Change in Law, including a Change in Law that subjects any Affected Person to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, there shall be any increase after the Closing Date in the cost to any Affected Person of making or maintaining the Loans (or its portion thereof) in respect of which Interest is computed by reference to the Euro-Rate, CDOR or LMIRSOFR, then, upon demand by such Affected Person, each Borrower shall promptly pay to such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs.

(c)If an Affected Person requests compensation under this Section 1.7, a certificate describing in reasonable detail such amounts and the basis for such Affected Person’s demand for such amounts shall be submitted to the Borrowers and the applicable Group Agent by such Affected Person and shall be conclusive and binding for all purposes, absent manifest error.

(d)Within a reasonable time period after any Affected Person has actual knowledge that it is subject to increased capital requirements or incurs other increased costs pursuant to this Section 1.7, such Affected Person shall notify the Borrowers and the Servicers of such fact.

(e)Notwithstanding anything in this Section 1.7 to the contrary, (i) if any Affected Person fails to give demand for amounts or losses incurred in connection with this Section 1.7 within one hundred and eighty (180) days after it obtains knowledge that it is subject to increased capital requirements or has incurred other increased costs, such Affected Person shall, with respect to amounts payable pursuant to this Section 1.7, only be entitled to payment under this Section 1.7 for amounts or losses incurred from and after the date one hundred and eighty (180) days prior to the date that such Affected Person does give such demand and (ii) the Borrowers shall not be required to pay to any Affected Person (I) any amount that has been fully and finally paid in cash to such Affected Person pursuant to any other provision of this Agreement or any other Transaction Document, or (II) any amount, if the payment of such amount is expressly excluded by any provision of this Agreement or any other Transaction Document.

Section 1.8Requirements of Law.

(a)If, after the date hereof, any Affected Person determines that any Change in Law:

(i)does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, Loans, advances or loans by, or other credit extended by,

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or any other acquisition of funds by, any office of such Affected Person that are not otherwise included in the determination of the Euro-Rate, CDOR or LMIRSOFR,

(ii)does or shall impose on such Affected Person any other condition,

and the result of any of the foregoing is: (1) to increase the cost to such Affected Person of agreeing to make or maintain the Loans (or interests therein) or any Portion of Capital, or (2) to reduce any amount receivable hereunder (whether directly or indirectly), then, in any such case, upon demand by such Affected Person, the Borrowers shall promptly pay to such Affected Person additional amounts necessary to compensate such Affected Person for such additional cost or reduced amount receivable.  All such amounts shall be payable as incurred.

(b)If an Affected Person requests compensation under this Section 1.8, a certificate describing in reasonable detail such amounts and the basis for such Affected Person’s demand for such amounts shall be submitted to the Borrowers and the applicable Group Agent by such Affected Person and shall be conclusive and binding for all purposes, absent manifest error.

(c)Within a reasonable time period after any Affected Person has actual knowledge that it has incurred additional costs or reduced amounts receivable pursuant to this Section 1.8, such Affected Person shall notify the Borrowers and the Servicers of such fact.

(d)Notwithstanding anything in this Section 1.8 to the contrary, (i) if any Affected Person fails to give demand for additional costs or reduced amounts receivable incurred in connection with this Section 1.8 within one hundred and eighty (180) days after it obtains knowledge that it has suffered additional costs or reduced amounts receivable, such Affected Person shall, with respect to amounts payable pursuant to this Section 1.8, only be entitled to payment under this Section 1.8 for amounts or losses incurred from and after the date one hundred and eighty (180) days prior to the date that such Affected Person does give such demand and (ii) the Borrowers shall not be required to pay to any Affected Person (I) any amount that has been fully and finally paid in cash to such Affected Person pursuant to any other provision of this Agreement or any other Transaction Document, (II) any amount, if the payment of such amount is expressly excluded by any provision of this Agreement or (III) any amount, if such amount constitutes Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes).

Section 1.9Funding Losses.

(a)Each Borrower shall compensate each Affected Person, upon written request by such Person for all losses, expenses and liabilities (including any interest paid by such Affected Person to lenders of funds borrowed by it to fund or maintain any Portion of Capital hereunder at an interest rate determined by reference to the Euro-Rate, CDOR or LMIRSOFR and any loss sustained by such Person in connection with the re-employment of such funds), which such Affected Person may sustain with respect to funding or maintaining such Portion of Capital at the Euro-Rate, CDOR or LMIRSOFR if, for any reason, after the applicable request by any Borrower to fund or maintain such Portion of Capital at an interest rate determined by reference to the Euro-Rate, CDOR or LMIRSOFR, such funding or maintenance does not occur on a date specified therefor.

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(b)If an Affected Person requests compensation under this Section 1.9, a certificate describing in reasonable detail such amounts and the basis for such Affected Person’s demand for such amounts shall be submitted to the Borrowers and the applicable Group Agent by such Affected Person and shall be conclusive and binding for all purposes, absent manifest error.

(c)Within a reasonable time period after any Affected Person has actual knowledge that such Affected Person has incurred losses pursuant to this Section 1.9, such Affected Person shall notify the Borrowers and the Servicers of such fact.

(d)Notwithstanding anything in this Section 1.9 to the contrary, no Borrower shall be required to pay to any Affected Person any amount pursuant to this Section 1.9 to the extent (i) such amount has been fully and finally paid in cash to such Affected Person pursuant to any other provision of this Agreement (including, without limitation, as a component of Interest) or any other Transaction Document or (ii) the payment of such amount is expressly excluded by any provision of this Agreement or any other Transaction Document.

Section 1.10Taxes.

(a)Each Borrower agrees that:

(i)Any and all payments by or on account of any obligation of any Borrower under this Agreement and any other Transaction Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by law.  If any applicable withholding agent shall be required by law to deduct or withhold any Tax from or in respect of any such payment, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable shall be increased by the amount necessary to yield to such Person (after payment of all Taxes, including Taxes applicable to additional sums payable under this Section 1.10(a)(i)) an amount equal to the sum it would have received had no such deductions or withholdings been made.

(ii)Whenever any Indemnified Taxes are payable by any Borrower, as promptly as possible thereafter, such Borrower shall send to the Administrator for its own account or for the account of any Lender or any Liquidity Provider or other Program Support Provider, as the case may be, a certified copy of an original official receipt showing payment thereof or such other evidence of such payment as may be available to such Borrower and acceptable to the taxing authorities having jurisdiction over such Person.  If any Borrower fails to pay any Indemnified Taxes when due to the appropriate taxing authority or fails to remit to the Administrator the required receipts or other required documentary evidence, such Borrower shall indemnify the Administrator and/or any other Affected Person, as applicable, for any incremental Taxes, interest or penalties that may become payable by such party as a result of any such failure.

(b)Each Borrower shall indemnify each Affected Person within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes payable or paid by such Affected Person or required to be withhold or deducted from a payment to such Affected Party on

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or with respect to any payment by or on account of any obligation of such Borrower hereunder (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 1.10) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.

(c)(i)  Each Foreign Lender shall, prior to becoming a Foreign Lender and upon changing its funding office, to the extent entitled to an exemption or reduction of withholding tax, provide to the Borrowers and Administrator the applicable documentation set forth in Section 1.10(c)(ii) and all other applicable properly completed and executed documentation certifying that payments hereunder to such Foreign Lender are exempt from or not subject to withholding tax or are subject to a reduced rate of withholding (such documentation, a “Withholding Certificate”).  Each Foreign Lender shall also deliver a Withholding Certificate, if legally entitled to do so, promptly upon the obsolescence, expiration or invalidity of any Withholding Certificate previously delivered by such Foreign Lender and from time to time upon the reasonable request of any Borrower.  Each Foreign Lender shall promptly notify each Borrower at any time it determines that it is no longer in a position to provide any previously delivered Withholding Certificate to each Borrower.  No Foreign Lender may become a Lender hereunder if such Person fails to deliver a Withholding Certificate that is able to be provided pursuant to the foregoing provisions in advance of becoming a party to this Agreement.  Each Foreign Lender shall within a reasonable time period notify each Borrower that it is a Foreign Lender and shall also within a reasonable time period notify such Borrower of any change in its funding office.

(i)Without limiting the generality of the foregoing, with respect to the U.S. Borrower:

(A)any Lender that is a U.S. Person shall deliver to the U.S. Borrower and the Administrator on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the U.S. Borrower or the Administrator), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding Tax;

(B)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the U.S. Borrower and the Administrator (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the U.S. Borrower or the Administrator), whichever of the following is applicable:

(1)in the case of a Foreign Lender claiming the benefits of an income Tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any other Transaction Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such Tax treaty and (y) with respect to any other applicable payments under this

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Agreement or any other Transaction Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)executed originals of IRS Form W-8ECI;

(3)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Annex L-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the U.S. Borrower within the meaning of Section 871(h)(3)(B) of the Code or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or

(4)to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Annex L-2 or Annex L-3, IRS Form W-9 and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Annex L-4 on behalf of each such direct or indirect partner;

(C)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the U.S. Borrower and the Administrator (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the U.S. Borrower or the Administrator), executed originals of any other form prescribed by Applicable Law as a basis for claiming exemption from, or a reduction in, U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the U.S. Borrower or the Administrator to determine withholding or deduction required to be made; and

(D)if a payment made to a Lender under this Agreement or any other Transaction Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the U.S. Borrower and the Administrator at the time or times prescribed by law and at such time or times reasonably requested by the U.S. Borrower or the Administrator such documentation prescribed by Applicable Law (including as prescribed by Section

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1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the U.S. Borrower or the Administrator as may be necessary for the U.S. Borrower and the Administrator to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(d)If an Affected Person determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by any Borrower, it shall pay over such refund to such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section 1.10 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of such Affected Person (including Taxes) and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund net of any applicable Taxes payable in respect of such interest); provided that such Borrower, upon the request of such Affected Person, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Affected Person in the event such Affected Person is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this paragraph (d), in no event will any Affected Person be required to pay any amount to Borrowers pursuant to this paragraph (d) the payment of which would place such Affected Person in a less favorable net after-Tax position than such Affected Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.  This Section 1.10 shall not be construed to require any Affected Person to make available its tax returns (or any other information relating to its Taxes which it deems confidential) to any Borrower or any other Person.

(e)If an Affected Person requests indemnification or repayment under this Section 1.10, a certificate describing in reasonable detail such amounts and the basis for such Affected Person’s demand for such amounts shall be submitted to each Borrower and the applicable Group Agent by such Affected Person and shall be conclusive and binding for all purposes, absent manifest error.

(f)Within a reasonable time period after an obligation of any Borrower to indemnify or repay an Affected Person pursuant to this Section 1.10 arises, such Affected Person shall notify the Borrowers and Servicers of such fact.

(g)Notwithstanding anything in this Section 1.10 to the contrary, no Borrower shall be required to pay to an Affected Person any amount pursuant to this Section 1.10 to the extent (i) such amount has been fully and finally paid in cash to such Affected Person pursuant to any other provision of this Agreement or any other Transaction Document, (ii) the payment of such amount is expressly excluded by any provision of this Agreement or any other Transaction Document.

(h)Notwithstanding Section 1.10(a)(i) or Section 1.10(b), (i) where an amount payable hereunder by the Canadian Borrower is receivable by a party not dealing at arm’s length with the Canadian Borrower for purposes of the Canadian Tax Act, (A) in the case of Section 1.10(a)(i),

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the amount shall be increased only if the recipient of the interest payable hereunder is a resident of the United States for purposes of the Convention between Canada and the United States of America with respect to Taxes on Income and on Capital, and, (B) in the case of Section 1.10(b), the Canadian Borrower shall be required to indemnify only if the recipient of the interest payable hereunder is a resident of the United States for purposes of the Convention between Canada and the United States of America with respect to Taxes on Income and on Capital and (ii) where the transfer or assignment of any Loan made to the Canadian Borrower or of any interest therein pursuant to Section 6.3 by any Lender results in interest payable under such Loan becoming “participating debt interest” within the meaning of the Canadian Tax Act, the Canadian Borrower shall not be required to increase the amount payable under the Loan by any Canadian withholding tax imposed on such interest pursuant to Section 1.10(a)(i) or indemnify for any such Canadian withholding tax pursuant to Section 1.10(b).

(i)Without limiting any other rights that any Indemnified Party may have hereunder or under applicable law and notwithstanding any other provision of this Agreement, CB hereby agrees to indemnify and hold harmless each Indemnified Party from and against any and all Indemnified Amounts to the extent arising out of or resulting from (whether directly or indirectly) any obligation of the Canadian Borrower to pay, withhold and/or remit Canadian federal, provincial or local taxes (including income, withholding, franchise or value added taxes) other than any Canadian withholding tax imposed on (i) an amount payable by the Canadian Borrower under this Agreement to a party not dealing at arm’s length with the Canadian Borrower for purposes of the Canadian Tax Act that is not a resident of the United States for purposes of the Convention between Canada and the United States of America with respect to Taxes on Income and on Capital or (ii) interest payable on any Loan made to the Canadian Borrower where the transfer of such Loan or of any interest therein pursuant to Section 6.3 by any Lender results in such interest becoming “participating debt interest” within the meaning of the Canadian Tax Act.

Section 1.11Letters of Credit.

(a)Subject to the terms and conditions hereof, the LC Bank shall from time to time on any Business Day from the Closing Date until the Facility Termination Date issue or cause the issuance of Letters of Credit denominated in either U.S. Dollars or Canadian Dollars (“Letters of Credit”) on behalf of each Borrower (and, if applicable, on behalf of, or for the account of, any Originator or Servicer or any other Affiliate of such Borrower and the applicable Servicer); provided, however, the LC Bank’s obligation to issue a Letter of Credit shall be subject in all respects to the limitations set forth in the last sentence of the first paragraph of Section 1.1(a).

(b)Notwithstanding anything to the contrary set forth herein or in any other Transaction Document, the LC Bank shall be under no obligation to issue Letters of Credit requested by any Borrower which are denominated in Canadian Dollars if the LC Bank notifies any Borrower on or prior to the date of such issuance that the issuance of such Letter of Credit, or the funding of any draw thereunder has been made or, in the case of a draw, would be made, impracticable or unlawful by compliance by the LC Bank in good faith with any Applicable Law or any request or directive of any Governmental Authority (whether or not having the force of law). If the Canadian Borrower requests a Letter of Credit, PNC Bank Canada Branch may act as the issuing bank on behalf of the LC Bank with respect to such Letters of Credit.  With respect to any Letters of Credit issued by PNC Bank Canada Branch, each reference to the LC Bank herein

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shall include PNC Bank Canada Branch and PNC Bank Canada Branch shall be entitled to all of the rights and protections of the LC Bank set forth in this Agreement.

(c)Interest shall accrue on all amounts drawn under Letters of Credit for each day on and after the applicable Drawing Date so long as such drawn amounts shall have not been reimbursed to the LC Bank pursuant to the terms hereof.

Section 1.12Issuance of Letters of Credit.

(a)Any Borrower may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m.  (New York City time) to issue a Letter of Credit by delivering to the Administrator, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex G attached hereto and a Borrowing Notice, substantially in the form of Annex B hereto, in each case completed to the reasonable satisfaction of the Administrator and the LC Bank.  Each Borrower also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit.

(b)Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than twelve (12) months after the Facility Termination Date.  The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Facility Termination Date determined pursuant to clause (a) of the definition thereof or (y) the LC Bank determines that any condition precedent to issuing such Letter of Credit hereunder are not satisfied (other than any such condition requiring the Borrowers to submit a Borrowing Notice or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Borrowers and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended).  Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No.  600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank.

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(c)Immediately upon the issuance by the LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Ratable Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Borrowers hereunder with respect thereto, and any security therefor or guaranty pertaining thereto.  Upon any change in the Commitments or Ratable Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(c) to reflect the new Ratable Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be.  In the event that the LC Bank makes any payment under any Letter of Credit and the Borrowers shall not have reimbursed such amount in full to the LC Bank pursuant to Section 1.14(a), each LC Participant shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b).

Section 1.13Requirements For Issuance of Letters of Credit.  Each Borrower shall authorize and direct the LC Bank to name such Borrower, the applicable Servicer or any other Affiliate of such Borrower and the applicable Servicer as the “Applicant” or “Account Party” of each Letter of Credit.

Section 1.14Disbursements, Reimbursement.

(a)In the event of any drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator and each Borrower of such drawing.  Each Borrower shall reimburse (such obligation to reimburse the LC Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank not later than (i) if such Borrower shall have received such notice by 1:00 p.m.  (New York City time) on the date of such drawing (each such date, a “Drawing Date”), 4:00 p.m.  (New York City time) on the Drawing Date and (ii) otherwise 12:00 noon (New York City time) on the Business Day immediately following the Drawing Date (the date on which such Borrower is obligated to perform a Reimbursement Obligation is referred to as a “Reimbursement Date”) in an amount equal to the amount so paid by the LC Bank.  Such Reimbursement Obligation shall be satisfied by the Borrowers (i) first, by the remittance by the Administrator to the LC Bank of any available amounts denominated in the same currency as the Letter of Credit relating to such Reimbursement Obligation then on deposit in any LC Collateral Account, (ii) second, by the remittance by or on behalf of the Borrowers to the LC Bank of any other funds of the Borrowers then available for disbursement and (iii) third, by the remittance by the Administrator to the LC Bank of any available amounts then on deposit in the LC Collateral Account denominated in a currency other than the currency of the Letter of Credit relating to such Reimbursement Obligation; provided that at the time of such remittance, such amounts shall be converted to the currency of the Letter of Credit relating to such Reimbursement Obligation.  In the event any Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by noon (New York City time) on a Reimbursement Date (including because the conditions precedent to a Borrowing requested by any Borrower pursuant to Section 1.2 shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof.  Any notice given by the LC Bank pursuant to this Section 1.14 may be oral if immediately

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confirmed in writing; provided that the lack of such an immediate written confirmation shall not affect the conclusiveness or binding effect of such oral notice.

(b)Each LC Participant shall upon any notice pursuant to paragraph (a) above make available to the LC Bank an amount in immediately available funds equal to its Ratable Share of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made a Loan in that amount denominated in the same currency as the Letter of Credit relating to such Participation Amount.  If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Ratable Share of such amount by no later than 2:00 p.m.  (New York City time) on the Reimbursement Date in the applicable currency (or, if such Reimbursement Date is the Drawing Date, 12:00 noon (New York City time) on the Business Day immediately following such Reimbursement Date) (the date on which an LC Participant is obligated to make available to the LC Bank the amount of such LC Participant’s Ratable Share is referred to as the “LC Participant Reimbursement Date”), then interest shall accrue on such LC Participant’s obligation to make such payment, from the LC Participant Reimbursement Date to the date on which such LC Participant makes such payment (i) during the first three (3) days following the LC Participant Reimbursement Date, at a rate per annum equal to (x) with respect to a Participation Advance denominated in U.S. Dollars, the Overnight Bank Funding Rate and (y) with respect to a Participation Advance denominated in Canadian Dollars, CDOR and (ii) at a rate per annum equal to the applicable Base Rate on and after the fourth day following the LC Participant Reimbursement Date.  The LC Bank will promptly give notice of the occurrence of the LC Participant Reimbursement Date, but failure of the LC Bank to give any such notice on the LC Participant Reimbursement Date or in sufficient time to enable any LC Participant to effect such payment on the LC Participant Reimbursement Date shall not relieve such LC Participant from its obligation under this paragraph (b), provided that such LC Participant shall not be obligated to pay interest as provided in clauses (i) and (ii) above until and commencing from the date of receipt of notice from the LC Bank or the Administrator of the occurrence of the LC Participant Reimbursement Date.  Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder, (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Section 1.15Repayment of Participation Advances.

(a)Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of any Borrower (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; itbeingunderstood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant.

(b)If the LC Bank is required at any time to return to any Borrower, or to a trustee, Receiver, liquidator, custodian, or any official in any insolvency proceeding, any portion of the

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payments made by such Borrower to the LC Bank pursuant to this Agreement in reimbursement of a payment made under the Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Ratable Share of any amounts so returned by the LC Bank plus interest at (x) with respect to amounts denominated in U.S. Dollars, the Overnight Bank Funding Rate, and (y) with respect to amounts denominated in Canadian Dollars, CDOR, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant.

(c)If any Letters of Credit are outstanding and undrawn on the close of business on the Facility Termination Date, the LC Collateral Accounts shall be funded from Collections (or, in the Borrowers’ sole discretion, by other funds available to the Borrowers) in an amount (which amount may be held in U.S. Dollars or Canadian Dollars and is subject to conversion by the Administrator in accordance with Section 1.21) equal to the U.S. Dollar Equivalent of the aggregate undrawn face amount of such Letters of Credit plus the U.S. Dollar Equivalent of all related fees to accrue through the stated expiration dates thereof, including any customary presentation, amendment and other processing fees, and other standard costs and charges, of the LC Bank relating to letters of credit (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Section 1.16Documentation.  Each Borrower agrees to be bound by, and to cause any other Person on whose behalf a Letter of Credit is issued hereunder (including any “Account Party” or “Applicant” thereof) to comply with, and be bound by LC Bank’s written regulations and customary practices relating to letters of credit.  In the event of a conflict between the Letter of Credit Application and this Agreement, this Agreement shall govern.  It is understood and agreed that, except in the case of gross negligence or willful misconduct by the LC Bank, the LC Bank shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following each Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto.  In addition to any other fees or expenses owing under the Fee Letter or any other Transaction Document or otherwise pursuant to any Letter of Credit Application, the Borrowers shall pay to the LC Bank for its own account any customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the LC Bank relating to letters of credit as from time to time in effect.  Such customary fees shall be due and payable upon demand and shall be nonrefundable.

Section 1.17Determination to Honor Drawing Request.  In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, the LC Bank shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit and that any other drawing condition appearing on the face of such Letter of Credit has been satisfied in the manner so set forth.

Section 1.18Nature of Participation and Reimbursement Obligations.

Each LC Participant’s obligation in accordance with this Agreement to make Participation Advances as a result of a drawing under a Letter of Credit, and the obligations of each Borrower to reimburse the LC Bank upon a draw under a Letter of Credit, shall be absolute, unconditional

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and irrevocable, and shall be performed strictly in accordance with the terms of this Article I irrespective of the following circumstances:

(i)any set-off, counterclaim, recoupment, defense or other right which such LC Participant may have against the LC Bank, the Administrator, the Group Agents, the Lenders, any Borrower or any other Person for any reason whatsoever;

(ii)the failure of any Borrower or any other Person to comply with the conditions set forth in this Agreement for the making of a Loan, Releases, requests for Letters of Credit or otherwise, it being acknowledged that such conditions are not required for the making of Participation Advances hereunder;

(iii)any lack of validity or enforceability of any Letter of Credit or any set-off, counterclaim, recoupment, defense or other right which any Borrower or any Originator on behalf of which a Letter of Credit has been issued may have against the LC Bank, the Administrator, any Lender, any Group Agent or any other Person for any reason whatsoever;

(iv)any claim of breach of warranty that might be made by any Borrower, the LC Bank or any LC Participant against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, defense or other right which any Borrower, the LC Bank or any LC Participant may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such beneficiary or transferee may be acting), the LC Bank, any LC Participant, the Administrator, any Lender or any Group Agent or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Borrower, CB, any Servicer, any Originator or any Affiliate thereof and the beneficiary for which any Letter of Credit was procured);

(v)the lack of power or authority of any signer of, or lack of validity, sufficiency, accuracy, enforceability or genuineness of, any draft, demand, instrument, certificate or other document presented under any Letter of Credit, or any such draft, demand, instrument, certificate or other document proving to be forged, fraudulent, invalid, defective or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, even if the Administrator or the LC Bank has been notified thereof, provided in each case such draft, demand, instrument, certificate or other document appeared on its face to comply with the terms of such Letter of Credit;

(vi)payment by the LC Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit other than as a result of the gross negligence or willful misconduct of the LC Bank;

(vii)the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a

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Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;

(viii)any failure by the LC Bank or any of the LC Bank’s Affiliates to issue any Letter of Credit in the form requested by any Borrower, unless the LC Bank has received written notice from such Borrower of such failure within three (3) Business Days after the LC Bank shall have furnished such Borrower a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;

(ix)any Material Adverse Effect on any Borrower, any Originator or any Affiliates thereof;

(x)any breach of this Agreement or any Transaction Document by any party thereto;

(xi)the occurrence or continuance of an Insolvency Proceeding with respect to any Borrower, any Originator or any Affiliate thereof;

(xii)the fact that an Event of Default or an Unmatured Event of Default shall have occurred and be continuing;

(xiii)the fact that (A) this Agreement or the obligations of any Borrower or any Servicer hereunder has terminated, (B) the Scheduled Termination Date has occurred or (C) such LC Participant has become an Exiting Lender; and

(xiv)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a legal or equitable discharge of, an LC Participant or any Borrower.

Section 1.19[Reserved].

Section 1.20Liability for Acts and Omissions.  As between any Borrower, on the one hand, and the Administrator, the LC Bank, the LC Participants, the Group Agents and the Lenders, on the other, such Borrower assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by, any beneficiary, “Applicant” or “Account Party” of such Letter of Credit.  In furtherance and not in limitation of the respective foregoing, none of the Administrator, the LC Bank, the LC Participants, the Group Agents or the Lenders shall be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Bank or any LC Participant shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any

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dispute between or among any Borrower and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, facsimile or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit or (viii) any consequences arising from causes beyond the control of the Administrator, the LC Bank, the LC Participants, the Group Agents and the Lenders, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Bank’s rights or powers hereunder.  Nothing in the preceding sentence or in Section 1.18 shall relieve the LC Bank from liability for its gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, in connection with actions or omissions described in such clauses (i) through (viii) of the preceding sentence, in Section 1.18 or otherwise.  In no event shall the Administrator, the LC Bank, the LC Participants, the Group Agents or the Lenders or their respective Affiliates, be liable to any Borrower or any other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit.

Without limiting the generality of the foregoing, the Administrator, the LC Bank, the LC Participants, the Group Agents and the Lenders and each of its Affiliates (i) may rely on any written communication believed in good faith by such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC Bank or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Administrator, the LC Bank, the LC Participants, the Group Agents or the Lenders or their respective Affiliates, in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and may honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.

In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the LC Bank under or in connection with any Letter of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put the LC Bank under any resulting liability to any Borrower, any LC Participant or any other Person.

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Section 1.21LC Collateral Accounts.

(a)Provided that no Event of Default or Unmatured Event of Default has occurred and is continuing and the Facility Termination Date has not occurred, any Borrower may from time to time advise the Administrator and each Group Agent in writing of its desire to convert certain amounts that are on deposit in an LC Collateral Account and that are denominated in one currency to another currency that is either denominated in U.S. Dollars or Canadian Dollars.  Following receipt of such request, the Administrator shall notify such Borrower in writing whether or not the Administrator is agreeable to such conversion; provided, however, that if the Administrator fails to so notify such Borrower within one (1) Business Day, the Administrator shall be deemed to have declined such conversion request.  In the event that the Administrator has so notified such Borrower in writing that it is agreeable to such conversion, such Borrower and the Administrator shall enter into such documents as the Administrator may deem necessary or appropriate to effect such conversion, and such conversion shall occur at such exchange rate as agreed to in writing between the Administrator and such Borrower.

(b)From and after any time that an Event of Default has occurred and is continuing, the Administrator may, in its sole discretion, convert any amounts that are on deposit in an LC Collateral Account and that are denominated in one currency to U.S. Dollars or Canadian Dollars.  Any such conversion shall occur at the exchange rate reasonably determined by the Administrator to exist at such time of conversion and which is available to the Administrator at such time of conversion.

(c)In connection with any such conversion occurring pursuant to this Section 1.21, the Borrowers shall promptly pay the Administrator all customary and reasonable fees and expenses as well as standard reasonable costs and charges of the Administrator in connection with such conversion as well as all reasonable out-of-pocket documented costs and expenses incurred by the Administrator in connection therewith.  The proceeds of any such conversion shall be deposited by the Administrator into the applicable LC Collateral Account.

Section 1.22Inability to Determine CDOR, Euro-Rate or LMIR[Reserved].

(a) If the Administrator (or any Group Agent) determines before the first day of any Interest Period (or solely with respect to LMIR, on any day) (which determination shall be final and conclusive in the absence of manifest error) that, by reason of circumstances affecting the interbank eurodollar market generally (i) deposits in U.S. Dollars (in the relevant amounts for such Interest Period) are not being offered to banks in the interbank eurodollar market for such Interest Period, (ii) adequate means do not exist for ascertaining CDOR, the Euro-Rate or LMIR for such Interest Period (or portion thereof), or (iii) CDOR, the Euro-Rate or LMIR does not accurately reflect the cost to any Lender (as determined by such Lender or such Lender’s Group Agent) of maintaining any Portion of Capital during such Interest Period (or portion thereof), then the Administrator shall give notice thereof to each Borrower.  Thereafter, until the Administrator or such Group Agent notifies such Borrower that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded at the Alternate Rate determined by reference to CDOR, the Euro-Rate or LMIR, as applicable, and (b) the Interest for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to CDOR, the Euro-Rate or LMIR shall, on the last day of the then current Interest Period (or solely with respect to LMIR,

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immediately), be converted to the Alternate Rate determined by reference to the applicable Base Rate.

(b) If, on or before the first day of any Interest Period (or solely with respect to LMIR, on any day), the Administrator shall have been notified by any Lender, Group Agent or Liquidity Provider that, such Person has determined (which determination shall be final and conclusive) that, any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Person with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Person to fund or maintain any Portion of Capital at the Alternate Rate determined by reference to CDOR, the Euro-Rate or LMIR, the Administrator shall notify each Borrower thereof.  Upon receipt of such notice, until the Administrator notifies such Borrower that the circumstances giving rise to such determination no longer apply, (a) no Portion of Capital shall be funded at the Alternate Rate determined by reference to CDOR, the Euro-Rate or LMIR, as applicable, and (b) the Interest for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to CDOR, the Euro-Rate or LMIR shall be converted to the Alternate Rate determined by reference to the applicable Base Rate either (i) on the last day of the then current Interest Period (or solely with respect to LMIR, on any day) if such Person may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to CDOR, the Euro-Rate or LMIR to such day, or (ii) immediately, if such Person may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to CDOR, the Euro-Rate or LMIR to such day.

Section 1.23Extension of Termination Date.  From time to time, any Borrower may advise the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date.  In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower.  If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension):

(a)the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s);

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(b)the Commitments of the Exiting Lenders shall terminate; and

(c)the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause (b) above.

Section 1.24Mitigation Obligations; Replacement of Lenders.

(a)If any Affected Person requests compensation under Section 1.7, Section 1.8 or Section 1.9, or if any Borrower is required to pay any additional amount to any Affected Person or any Governmental Authority for the account of any Affected Person pursuant to Section 1.10, then such Affected Person will use all reasonable efforts to take such action as it deems appropriate to avoid the need for, or reduce the amount of, such compensation that would not be otherwise disadvantageous to such Affected Person.

(b)At any time there is more than one Group, any Borrower shall be permitted to replace any Lender (and the related Group) who has requested compensation under Section 1.7, Section 1.8 or Section 1.9, or if such Borrower is required to pay any additional amount to such Lender or any Governmental Authority for the account of such Lender pursuant to Section 1.10, provided, however, that such Borrower shall be permitted to replace (i) the Group of which the Administrator is a member or (ii) any Lender which is administered by the Administrator or an Affiliate thereof only if, in either case, the Administrator is also replaced contemporaneously, pursuant to documents reasonably satisfactory to the Administrator; provided that (i) the replacement financial institution shall purchase, at par, all Capital and other amounts owing to such replaced Lender on or prior to the date of replacement, (ii) the replacement financial institution, if not already a member of an existing Group, shall be reasonably satisfactory to the Administrator, (iii) until such time as such replacement shall be consummated, each Borrower shall pay all additional amounts requested, subject to the terms of this Agreement, and (iv) any such replacement shall not be deemed to be a waiver of any rights that such Borrower, the Administrator or any other Lender shall have against the replaced Lender or any member of its Group.

Section 1.25Borrowers Jointly and Severally Liable for Obligations.

(a)Joint and Several Liability.  Notwithstanding anything to the contrary herein or in any other Transaction Document, each Borrower shall be jointly and severally liable for all the other Borrowers’ obligations.  Each Borrower acknowledges, agrees, represents and warrants the following:

(i)[Reserved].

(ii)Combined Liability.  Each of the Borrowers shall be jointly and severally liable to the Administrator, the Lenders and any other Secured Party for all of the Borrowers’ payment obligations hereunder, and the Administrator (on behalf of each Secured Party) may enforce any unpaid obligation of a Borrower against any one or all of the Borrowers.

(iii)Separate Exercise of Remedies.  The Administrator (on behalf of the Secured Parties) may exercise remedies against each Borrower and its property (including

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the Pool Assets) separately, whether or not the Administrator exercises remedies against the other Borrowers or their property.  The Administrator may enforce one or all Borrowers’ obligations without enforcing the other Borrowers’ obligations.  Any failure or inability of the Administrator to enforce a Borrower’s obligations shall not in any way limit the Administrator’s right to enforce the obligations of the other Borrowers.

(b)Guaranty.  Without limiting clause (a) above, jointly with the other Borrowers, each Borrower hereby unconditionally guarantees to the Administrator, each Lender, each Group Agent and each other Secured Party the prompt payment of the obligations of the other Borrowers under this Agreement and the other Transaction Documents in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) and the timely performance by the other Borrowers of all their other obligations under this Agreement and the other Transaction Documents.  This guaranty is a guaranty of payment and not of collection and is a continuing guaranty and shall apply to each of the Borrowers’ obligations, whenever arising.  Notwithstanding any provision to the contrary contained herein or in any other Transaction Document, to the extent the liability of a Borrower for the obligations of the other Borrowers under this Section 1.25 shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the liability of such Borrower for the obligations of the other Borrower under this Section 1.25 shall be limited to the maximum amount that is permissible under applicable law (whether federal or state or otherwise).  If any or all of the obligations of any Borrower under this Agreement or any other Transaction Document are not duly paid or performed by such Borrower and are not paid or performed by the other Borrower in its capacity as guarantor under this Section 1.25 for any reason whatsoever, such other Borrower shall, as a separate and distinct obligation, indemnify and save each of the Administrator, each Lender, each Group Agent and each other Secured Party harmless from and against all losses, costs, damages, expenses, claims and liabilities that each of them may suffer or incur in connection with or in respect of any failure by the defaulting Borrower for any reason to pay or perform any of its obligations under this Agreement or any other Transaction Document, and shall pay all such amounts to the Administrator after demand as herein provided.

(c)Obligations Unconditional.  The obligations of each Borrower under this Section 1.25 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor.  Each Borrower agrees that this Section 1.25 may be enforced by the Administrator, the Group Agents and the other Secured Party without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any other Transaction Documents or any collateral hereafter securing the Obligations of a Borrower or otherwise, and each Borrower hereby waives the right to require any Secured Party to make demand on or proceed against any Borrower, any Servicer, any Originator or any other Person (including a co-guarantor) or to require any Secured Party to pursue any other remedy or enforce any other right.  Each Borrower further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the other Borrowers or any other guarantor of any Borrower’s obligations for amounts paid under this Section 1.25 until the Final Payout Date.  Each Borrower further agrees that nothing contained herein shall prevent any Secured Party from suing on any of the other Transaction Documents or foreclosing its or their, as

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applicable, security interest in or lien on any collateral securing the Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other Transaction Document, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Borrower’s obligations hereunder; it being the purpose and intent of each Borrower that its obligations under this Section 1.25 shall be absolute, independent and unconditional under any and all circumstances.  Neither any Borrower’s obligations under this Section 1.25 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the other Borrowers, of any Servicer or of any Originator or by reason of the bankruptcy or insolvency of the other Borrowers, of any Servicer or of any Originator.  Each Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the obligations of the other Borrowers and notice of or proof of reliance by any Secured Party on the guarantees set forth in this Section 1.25 or acceptance thereof.  The obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this Section 1.25.  All dealings between any Borrower (or any of its Affiliates, including the initial Servicers and the Originators), on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this Section 1.25.  Each Borrower hereby subordinates to the obligations of the other Borrowers all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Borrower by the other Borrowers, any Servicer, any Originator or any of their respective Affiliates.

(d)Modifications.  Each Borrower agrees that (i) all or any part of the other Borrowers’ Pool Assets now or hereafter held for the obligations, if any, may be exchanged, compromised or surrendered from time to time; (ii) none of the Secured Parties shall have any obligation to protect, perfect, secure or insure any such security interests, liens or encumbrances now or hereafter held, if any, for the Obligations; (iii) the time or place of payment of the other Borrowers’ Obligations may be changed or extended, in whole or in part, to a time certain or otherwise, and may be renewed or accelerated, in whole or in part; (iv) the other Borrowers and any other party liable for payment of the other Borrowers’ obligations may be granted indulgences generally; (v) any of the other Borrowers’ rights, duties, obligations or liabilities under any of the Transaction Documents may be modified, amended or waived; (vi) any party (including any co-guarantor) liable for the payment of all or any part of the obligations may be granted indulgences or be released; and (vii) any deposit balance for the credit of the other Borrowers or any other party liable for the payment of the obligations or liable upon any security therefor may be released, in whole or in part, at, before or after the stated, extended or accelerated maturity of the Obligations, all without notice to or further assent by such Borrower.

(e)Waiver of Rights.  Each Borrower hereby expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the Secured Parties (or any of them) exhaust any right to take any action against any Borrower, any Originator, any Servicer or any other Person (including the filing of claims in the event of receivership or bankruptcy of any Borrower, Servicer, any Originator or any other entity) or with respect to any collateral or collateral security at any time securing any of the obligations, and hereby consents to

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any and all extensions of time of the due performance of any or all of the obligations.  Each Borrower agrees that it shall not exercise or assert any right which it may acquire by way of contribution, reimbursement or subrogation under this Agreement unless and until the occurrence of the Final Payout Date.  Each Borrower also hereby expressly waives all other defenses it may have as a guarantor or a surety generally or otherwise based upon suretyship, impairment of collateral or otherwise in connection with the obligations whether in equity or at law other than the occurrence of the Final Payout Date.  Each Borrower agrees that its obligations hereunder shall be irrevocable and unconditional.

(f)Reinstatement.  Notwithstanding anything contained in this Agreement or the other Transaction Documents, the obligations of each Borrower under this Section 1.25shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the other Borrowers’ obligations is rescinded or must be otherwise restored by any holder of any of the other Borrowers’ obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Borrower agrees that it will indemnify each Secured Party on demand for all reasonable costs and expenses (including, without limitation, reasonable fees of counsel) incurred by such Person in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

(g)Remedies.  Each Borrower acknowledges and agrees that its obligations under this Section 1.25 are secured in accordance with the terms of this Agreement (including, without limitation, the terms of Sections 1.2(c)).

(h)Subrogation.  Each Borrower agrees that, until the Final Payout Date, it will not exercise, and hereby waives, any right of reimbursement, subrogation, contribution, offset or other claims against the other Borrowers arising by contract or operation of law in connection with any payment made or required to be made by such Borrower under this Section 1.25.  After the Final Payout Date, each Borrower shall be entitled to exercise against the other Borrowers all such rights of reimbursement, subrogation, contribution, and offset, and all such other claims, to the fullest extent permitted by law.

(i)Maximum Guaranty Amount.  Notwithstanding any other provision of this Agreement to the contrary, in the event that any action is brought seeking to invalidate any Borrower’s obligations under this Agreement under any fraudulent conveyance or fraudulent transfer theory, such Borrower shall be liable under this Agreement only for an amount equal to the maximum amount of liability that could have been incurred under applicable law by such Borrower under any guaranty of the other Borrowers’ obligations (or any portion thereof) at the time of the execution and delivery of this Agreement (or, if such date is determined not to be the appropriate date for determining the enforceability of such Borrower’s obligations hereunder for fraudulent conveyance or transfer purposes, on the date determined to be so appropriate) without rendering such a hypothetical guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer (the “Maximum Guaranty Amount”), and not for any greater amount, as if such Borrower’s obligations under this Agreement had instead been the Maximum Guaranty Amount.

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Section 1.26Rate Unascertainable; Increased Costs; Deposits Not Available; Illegality; Benchmark Replacement Setting.

(a)Unascertainable; Increased Costs; Deposits Not Available. If at any time:

(i)on or prior to the first day of an Interest Period, the Administrator shall have determined (which determination shall be conclusive and binding absent manifest error) that (x) CDOR or the Daily Resetting Term SOFR Rate applicable to a Loan (in each case whether in U.S Dollars or Canadian Dollars) cannot be determined pursuant to the definition thereof, including, without limitation, because such rate for the corresponding applicable currency is not available or published on a current basis or (y) a fundamental change has occurred in the foreign exchange or interbank markets with respect to such currency or with respect to such rate (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls), or

(ii)the Administrator determines (which determination shall be conclusive and binding absent manifest error) that the Daily Resetting Term SOFR Rate or CDOR cannot be determined pursuant to the definition thereof, or

(iii)on or prior to the first day of an Interest Period, any Lender determines that for any reason in connection with any request for a Daily Resetting Term SOFR Rate Loan or CDOR Loan (in each case whether denominated in U.S Dollars or Canadian Dollars) or a conversion thereto or a continuation thereof that (A)  deposits in the applicable currency are not available to any Lender in connection with such rate, or are not being offered to banks in the market for the applicable currency, amount, and Interest Period of such rate, or (B) the Term Rate Loan Option for any requested currency or Interest Period with respect to a proposed Daily Resetting Term SOFR Rate Loan or CDOR Loan, as applicable, does not adequately and fairly reflect the cost to such Lenders of funding, establishing or maintaining such Loan,

then the Administrator shall have the rights specified in Section 1.26(c).

(b)Illegality.  If at any time any Lender shall have determined, or any Governmental Authority shall have asserted, that the making, maintenance or funding of any Loan to which any CDOR or SOFR applies, or the determination or charging of interest rates based upon CDOR or SOFR has been made impracticable or unlawful, by compliance by such Lender in good faith with any law or any interpretation or application thereof by any Governmental Authority or with any request or directive of any such Governmental Authority (whether or not having the force of law), or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase, sell, or take deposits of any currency in the applicable interbank market for the applicable currency,

then the Administrator shall have the rights specified in Section 1.26(c).

(c)Administrator’s and Lender’s Rights.  In the case of any event specified in Section 1.26(a) above, the Administrator shall promptly so notify the Lenders and the Borrowers thereof, and in the case of an event specified in Section 1.26(b) above, such Lender shall promptly

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so notify the Administrator and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrator shall promptly send copies of such notice and certificate to the other Lenders and the Borrowers.

(i)Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (i) the Lenders, in the case of such notice given by the Administrator, or (ii) such Lender, in the case of such notice given by such Lender, to allow the Borrowers to select, convert to or renew a Loan under the affected Interest Rate in each such currency shall be suspended (to the extent of the affected Interest Rate, or the applicable Interest Periods) until the Administrator shall have later notified the Borrowers, or such Lender shall have later notified the Administrator, of the Administrator’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist.  

(ii)If at any time the Administrator makes a determination under Section 1.26(a) (a) if any Borrower has previously notified the Administrator of its selection of or renewal of a an affected Interest Rate, and such Interest Rate has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans  denominated in U.S Dollars, be deemed to provide for the selection of, or conversion to, Base Rate Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in Canadian Dollars, be deemed ineffective (in each case to the extent of the affected Interest Rate or the applicable Interest Periods), (b) any outstanding affected Loans denominated in U.S. Dollars shall be deemed to have been converted into Base Rate Loans immediately, and (c) any outstanding affected Loans denominated in Canadian Dollars shall, at any Borrower’s election, either be converted into Base Rate Loans denominated in U.S. Dollars (in an amount equal to the U.S. Dollar Equivalent) immediately or prepaid in full immediately; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the U.S. Dollar Equivalent).

(iii)If any Lender notifies the Administrator of a determination under Section 1.26(b), the Borrowers shall, subject to the Borrowers’ obligation to pay Yield Protection Fees, as to any Loan of the Lender to which an affected Interest Rate applies, on the date specified in such notice either convert such Loan to Base Rate Loans (which shall be, with respect to Loans denominated in an Canadian Dollars, in an amount equal to the U.S. Dollar Equivalent) or prepay such Loan.  Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to a Base Rate Loan (which shall be, with respect to Loans denominated in an Canadian Dollars, in an amount equal to the U.S. Dollar Equivalent) upon such specified date.

(d)Benchmark Replacement Setting.

(i)(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Transaction Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for any currency, then (xA) if a Benchmark Replacement is determined in accordance with clause

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(1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document and (yB) if a Benchmark Replacement is determined in accordance with clause(34) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document so long as the Administrator has not received, by such time, written notice from Lenders comprising the Majority Group Agents of objection to such Benchmark Replacement from Group Agents comprising the Majority Group Agents.

(ii)(b) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrator will have the right to make Benchmark Replacementmay make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document.

(iii)(c) Notices; Standards for Decisions and Determinations. The Administrator will promptly notify the Borrowers and the Lenders of (i) any occurrence of a Benchmark Transition Event , a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (iiA) the implementation of any Benchmark Replacement, and (iiiB) the effectiveness of any Benchmark Replacement Conforming Changes, (iv)in connection with the use, administration, adoption, or implementation of a Benchmark Replacement.  The Administrator will notify the Borrowers of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 1.26paragraph (div)below and (vy) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrator or, if applicable, any Lender (or group of Lenders) pursuant to this Section 1.26, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 1.26.

(iv)(d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Transaction Document, at any time (including in connection with the implementation of a Benchmark Replacement), (iA) if the then-current Benchmark is a term rate (including Term SOFR, LMIR or Euro-Rate) and either (AI) any tenor for such Benchmark is not displayed on a screen or other information service that

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publishes such rate from time to time as selected by the Administrator in its reasonable discretion or (BII) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will be no longernot be representative, then the Administrator may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor; and (iiB) if a tenor that was removed pursuant to clause (iA) above either (AI) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (BII) is not, or is no longer, subject to an announcement that it is not or will no longernot be representative for a Benchmark (including a Benchmark Replacement), then the Administrator may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(v)(e) Benchmark Unavailability Period. Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrowers may revoke any pending request for a Loan bearing interest based on LMIR or Euro-RateCDOR or the Daily Resetting Term SOFR Rate, conversion to or continuation of Loans bearing interest based on LMIR or Euro-Ratesuch Interest Rate to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrowers will be deemed to have converted any such request into a request for a Base Rate Loan of or conversion to Loans bearing interest under the Base Rate Loans. During anya Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.

(f) Notwithstanding anything to the contrary herein or in any other Transaction Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (i) the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Transaction Document in respect of such Benchmark setting (the “Secondary Term SOFR Conversion Date”) and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document; and (ii) Loans outstanding on the Secondary Term SOFR Conversion Date bearing interest based on the then-current Benchmark shall be deemed to have been converted to Loans bearing interest at the Benchmark Replacement with a tenor approximately the same length as the interest payment period of the then-current Benchmark; provided that, this Section 1.26(f) shall not be effective unless the Administrator has delivered to the Lenders and the Borrowers a Term SOFR Notice.

(g) This Section 1.26 provides a mechanism for determining an alternative rate of interest in the event that the London interbank offered rate is no longer available or in certain other circumstances.  The Administrator does not warrant or accept any responsibility for and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of Euro-Rate, LMIR or with respect to any alternative or successor rate thereto, or replacement rate therefor.

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(vi)(h) Certain Defined TermsDefinitions. As used in this Section 1.26:

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark for any currency, as applicable, (x) if the then currentsuch Benchmark for such currency is a term rate or is based on a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Periodinterest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) for such currency that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor forof such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 1.26(d), or (y) if the then current Benchmark is not a term rate nor based on a term rate, any payment period for interest calculated with reference to such Benchmark pursuant to this Agreement as of such date.  For the avoidance of doubt, the Available Tenor for LMIR is one month.clause (iv) of this Section..

“Benchmark” means, initially, LMIR or Euro-Ratewith respect to obligations, interest, fees, commissions, or other amounts denominated in, or calculated with respect to, (a) U.S. Dollars, the Daily Resetting Term SOFR Rate, or (b) Canadian Dollars, CDOR; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have has occurred with respect to LMIR or Euro-Rate or thethe then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to this Section 1.26(a).

“Benchmark Replacement”means, for any Available Tenorwith respect to any Benchmark Transition Event, the first applicable alternative set forth in the order below that can be determined by the Administrator for the applicable Benchmark Replacement Date:

(1) the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;

(2) (1)where the Benchmark is Daily Resetting Term SOFR, the sum of: (aA) Daily Simple SOFR and (bB) the related Benchmark ReplacementSOFR Adjustment; and

(2)[Intentionally Omitted];

(3)[Intentionally Omitted];

(34)the sum of: (aA) the alternate benchmark rate that has been selected by the Administratorand the Borrowers as the replacement for the then-current Benchmark for the applicable Corresponding Tenor, givingdue consideration to (ix) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (iiy) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement forto the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities denominated in the applicable currency at such time and (bB) the related Benchmark Replacement Adjustment;

provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by

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the Administrator in its reasonable discretion; provided, further, that, with respect to a Term SOFR Transition Event, on the applicable Benchmark Replacement Date, the “Benchmark Replacement” shall revert to and shall be determined as set forth in clause (1) of this definition. Ifprovided, that if the Benchmark Replacement as determined pursuant to clause (1), (2) or (34) 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 Transaction Documents; and provided further, that any Benchmark Replacement shall be administratively feasible as determined by the Administrator in its sole discretion.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor for any setting of such Unadjusted Benchmark Replacement:

(1) for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Administrator:

(a) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Available Tenor that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;

(b) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Available Tenor that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

(2) for purposes of clause (3) of the definition of “Benchmark Replacement,” Adjustment”means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement , the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrator and the Borrowers for the applicable Corresponding Tenor, giving due consideration to (iA) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (iiB) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities; denominated in the applicable currency at such time.

provided that, (x) in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from

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time to time as selected by the Administrator in its reasonable discretion and (y) if the then-current Benchmark is a term rate, more than one tenor of such Benchmark is available as of the applicable Benchmark Replacement Date and the applicable Unadjusted Benchmark Replacement will not be a term rate, the Available Tenor of such Benchmark for purposes of this definition of “Benchmark Replacement Adjustment” shall be deemed to be the Available Tenor that has approximately the same length (disregarding business day adjustments) as the payment period for interest calculated with reference to such Unadjusted Benchmark Replacement.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrator decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrator in a manner substantially consistent with market practice (or, if the Administrator decides that adoption of any portion of such market practice is not administratively feasible or if the Administrator determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrator decides is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents).

“Benchmark Replacement Date” means a date and time determined by the Administrator, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark for any currency:  

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (aA) the date of the public statement or publication of information referenced therein and (bB) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date determined by the Administrator, which date shall promptly follow the date of the public statement or publication of information referenced therein;

(3) in the case of a Term SOFR Transition Event, the date that is set forth in the Term SOFR Notice provided to the Lenders and the Borrowers pursuant to Section 1.26, which date shall be at least 30 days from the date of the Term SOFR Notice; or

(4) in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrator has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-

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in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Group Agents comprising the Majority Group Agents.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) above with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means, the occurrence of one or more of the following events, with respect to the then-current Benchmark for any currency:

(1)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2)a public statement or publication of information by a Governmental Authority having jurisdiction over the Administrator, the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, the central bank for the currency applicable to such Benchmark,an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) or a Governmental Authority having jurisdiction over the Administrator announcing that all Available Tenors of such Benchmark (or such component thereof) are no longernot, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set

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forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period”means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clause (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for any currency for all purposes hereunder and under any Transaction Document in accordance with this Section 1.26(d) titled “Benchmark Replacement Setting” and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for such currency for all purposes hereunder and under any Transaction Document in accordance with this Section 1.26(d). titled “Benchmark Replacement Setting.”

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrator in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if the Administrator decides that any such convention is not administratively feasible for the Administrator, then the Administrator may establish another convention in its reasonable discretion.

“Early Opt-in Election” means, if the then-current Benchmark is LMIR or Euro-Rate, the occurrence of:

(1) a notification by the Administrator to (or the request by the Borrowers to the Administrator to notify) each of the other parties hereto that at least five currently outstanding U.S. dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review); and

(2) the joint election by the Administrator and the Borrowers to trigger a fallback from LMIR or Euro-Rate and the provision by the Administrator of written notice of such election to the Lenders.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to LMIR or Euro-Rate or, if no floor is specified, zero (0.00).

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

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“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LMIR or Euro-Rate, 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not LMIR or Euro-Rate, the time determined by the Administrator in its reasonable discretion.

“Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.

“Secondary Term SOFR Conversion Date” has the meaning set forth in Section 1.26(f).

“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Term SOFR Notice” means a notification by the Administrator to the Lenders and the Borrowers of the occurrence of a Term SOFR Transition Event.

“Term SOFR Transition Event” means the determination by the Administrator that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, and is determinable for each Available Tenor, (b) the administration of Term SOFR is administratively feasible for the Administrator and (c) a Benchmark Transition Event has previously occurred resulting in a Benchmark Replacement in accordance with Section 1.26 that is not Term SOFR.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

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ARTICLE II
REPRESENTATIONS AND WARRANTIES; COVENANTS; EVENTS OF DEFAULT

Section 2.1Representations and Warranties; Covenants.  Each Borrower and each Servicer hereby makes the representations and warranties, and hereby agrees to perform and observe the covenants, applicable to it set forth in Exhibits III and IV, respectively.

Section 2.2Events of Default.  If any of the Events of Default set forth in Exhibit V shall occur, the Administrator may (with the consent of the Majority Group Agents) or shall (at the direction of the Majority Group Agents), by notice to each Borrower, declare the Facility Termination Date to have occurred, declare all the Loans and other obligations to be due and payable and to accelerate the Final Maturity Date (in which case the Facility Termination Date and the Final Maturity Date shall be deemed to have occurred and all Loans and other obligations shall become immediately due and payable); provided that automatically upon the occurrence of any event (without any requirement for the passage of time or the giving of notice) described in paragraph (f) of Exhibit V, the Facility Termination Date and the Final Maturity Date shall occur and all Loans and other obligations shall become immediately due and payable.  Upon any such declaration, occurrence or deemed occurrence of the Facility Termination Date, the Administrator and each Secured Party shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided after default under the UCC, PPSA and under other applicable law, which rights and remedies shall be cumulative.

ARTICLE III

INDEMNIFICATION

Section 3.1Indemnities by the Borrowers.  Without limiting any other rights any such Person may have hereunder or under applicable law, each Borrower hereby agrees to indemnify and hold harmless the Administrator, each Group Agent, each Liquidity Provider, each Program Support Provider, each Lender, each LC Participant, the LC Bank (and any of the LC Bank’s Affiliates) and their respective officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, liabilities, penalties, costs and expenses (including reasonable and documented attorneys’ fees and court costs) (all of the foregoing collectively, the “Indemnified Amounts”) at any time imposed on or incurred by any Indemnified Party to the extent arising out of or otherwise relating to any Transaction Document or the issuance of any Letter of Credit, the transactions contemplated thereby or the funding or maintenance of the Loan, or any action taken or omitted by any of the Indemnified Parties (including any action taken by the Administrator as attorney in fact for such Borrower or any Originator hereunder or under any other Transaction Document), whether arising by reason of the acts to be performed by such Borrower hereunder or otherwise, excluding only Indemnified Amounts to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Amounts resulted from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to any Originator, CB, any Borrower or any Servicer for uncollectible Receivables, (c) such Indemnified Amounts constitute Taxes other than any Taxes that represent losses, claims, damages, etc.  arising from any non-Tax claim, (d)

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the same have been fully and finally paid in cash to such Indemnified Party pursuant to any other provision of this Agreement or any other Transaction Document, or (e) the same are expressly excluded by any provision of this Agreement or any other Transaction Document; provided, however, that nothing contained in this sentence shall limit the liability of any Borrower or any Servicer or limit the recourse of any Indemnified Party to such Borrower or such Servicer for any amounts otherwise specifically provided to be paid by such Borrower or such Servicer hereunder.  Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b), (c), (d) and (e) of the previous sentence, each Borrower shall indemnify each Indemnified Party for Indemnified Amounts (including losses in respect of uncollectible Receivables, regardless, for purposes of these specific matters, of whether reimbursement therefor would constitute recourse to such Borrower or its Servicer) to the extent relating to or resulting from:

(i)any representation or warranty made by any Borrower (or any employee or agent of such Borrower) under or in connection with this Agreement, any Information Package or any other information or report delivered by or on behalf of such Borrower pursuant hereto, which shall have been false or incorrect in any respect when made or deemed made;

(ii)the failure by any Borrower to comply with any applicable law, rule or regulation related to any Receivable, or the nonconformity of any Receivable with any such applicable law, rule or regulation;

(iii)the failure of any Borrower to vest and maintain vested in the Administrator, for the benefit of the Lenders, a perfected security interest in the Pool Assets free and clear of any Adverse Claim;

(iv)any commingling of funds to which the Administrator, any Group Agent or any Lender is entitled hereunder with any other funds of any Borrower or their Affiliates, including any commingling with any Monetized Receivable Collections;

(v)any failure of a Lock Box Bank to comply with the terms of the applicable Lock Box Agreement;

(vi)any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable, or any other claim resulting from the sale or lease of goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or services or other similar claim or defense not arising from the credit risk or financial inability of any Obligor to pay undisputed indebtedness;

(vii)any failure of any Borrower to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which it is a party;

(viii)any action taken by the Administrator as attorney in fact for any Borrower or any Originator pursuant to this Agreement or any other Transaction Document;

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(ix)any environmental liability claim, products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of whatever sort relating to any of the Transaction Documents; or

(x)any issuance of any Letter of Credit.

Section 3.2Indemnities by the Servicers.

(a)Without limiting any other rights that any Indemnified Party may have hereunder or under applicable law, each Servicer hereby agrees to indemnify and hold harmless each Indemnified Party from and against any and all Indemnified Amounts to the extent arising out of or resulting from (whether directly or indirectly): (a) the failure of any information contained in any single Information Package when taken as a whole, as of the date such Information Package is delivered pursuant to Sections 1(a)(ii) and 2(a)(iv) of Exhibit IV to be true and correct, or the failure of any other information provided to such Indemnified Party by, or on behalf of, such Servicer to be true and correct, (b) the failure of any representation, warranty or statement made or deemed made by each Servicer (or any of its officers) under or in connection with this Agreement or any other Transaction Document to which it is a party, to have been true and correct as of the date made or deemed made, (c) the failure by each Servicer to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, (d) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable and not arising from the financial inability of the Obligor to pay, (e) the commingling of Collections with Monetized Receivable Collections or (f) any failure of any Servicer to perform its duties or obligations in accordance with the provisions hereof or any other Transaction Document to which it is a party; excluding only such amounts to the extent (a) a final judgment of a court of competent jurisdiction holds that such amounts resulted from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) due to the credit risk of the Obligor and for which reimbursement would constitute recourse to any Originator, CB, any Borrower or any Servicer for uncollectible Receivables, (c) such amounts constitute Taxes other than any Taxes that represent losses, claims, damages, etc.  arising from any non-Tax claim, (d) the same have been fully and finally paid in cash to such Indemnified Party pursuant to any other provision of this Agreement or any other Transaction Document or (e) the same are expressly excluded by any provision of this Agreement or any other Transaction Document; provided, however, that nothing contained in this sentence shall limit the liability of any Borrower or any Servicer or limit the recourse of any Indemnified Party to such Borrower or such Servicer for any amounts otherwise specifically provided to be paid by such Borrower or such Servicer hereunder.

(b)CB, as Performance Guarantor, hereby acknowledges that each of the Transaction Documents has been made available to and has been reviewed by Performance Guarantor.  Performance Guarantor hereby unconditionally reaffirms its obligations under the Performance Guaranty and acknowledges and agrees that such obligations continue in full force and effect (including, without limitation, with respect to the Guaranteed Obligations) and the Performance Guaranty is hereby ratified and confirmed.  Performance Guarantor hereby represents and warrants that each of the representations and warranties made by it in the Performance Guaranty are true and correct as of the day hereof and after the effect of this Agreement (unless stated to relate solely

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to an earlier date, in which case such representations or warranties were true and correct as of such earlier date).

ARTICLE IV

ADMINISTRATION AND COLLECTIONS

Section 4.1Appointment of the Servicers.

(a)The servicing, administering and collection of the Pool Receivables shall be conducted by each Person so designated from time to time as the Servicer in accordance with this Section 4.1.  Until the Administrator gives notice to any Servicer (in accordance with this Section 4.1) of the designation of a new servicer: (i) CB is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer with respect to all Pool Receivables that were originated by a U.S. Originator and (ii) OnX Enterprise Solutions Ltd. is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer with respect to all Pool Receivables that were originated (x) by it and sold to the Canadian Borrower on a fully-serviced basis and (y) by any other Canadian Originator, in each case in accordance with the terms hereof.  Upon the occurrence of a Servicer Default, the Administrator may (with the consent of the Majority Group Agents) or shall (at the direction of the Majority Group Agents) designate as Servicer any Person (including itself) to succeed any Servicer or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of a Servicer pursuant to the terms hereof; provided that any successor Servicer with respect to Canadian Originator Receivables shall not be a non-resident of Canada for purposes of the Canadian Tax Act.

(b)Upon the designation of any successor Servicer as set forth in paragraph (a), each Servicer agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and each Servicer shall cooperate with and assist such new Servicer.  In connection with such cooperation, such Servicer shall, upon request by the Administrator: (i) assemble all of the records (including all Contracts) reasonably necessary or desirable to collect the Pool Receivables and the Related Security and transfer such records to the successor Servicer, except to the extent such transfer is prohibited by applicable law, (ii) except to the extent prohibited by applicable law, licenses or other agreement, transfer or license to the successor Servicer the use of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrator or its designee (for the benefit of the Lenders), at a place selected by the Administrator, and (iii) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee.

(c)Each Servicer acknowledges that, in making their decision to execute and deliver this Agreement, the Administrator and each member in each Group have relied on such Servicer’s agreement to act as Servicer hereunder.  Accordingly, each Servicer agrees that it will not voluntarily resign as Servicer unless required to do so by applicable law; provided that any Servicer

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may, with the prior written consent of the Administrator and the Majority Group Agents (such consent not to be unreasonably withheld), resign as Servicer if (i) a successor Servicer which is an Affiliate of such Servicer has agreed to act as Servicer on the terms and conditions hereof and (ii) such successor Servicer has agreed to execute documentation, in form and substance reasonably satisfactory to the Administrator, to effect its appointment as, and the assumption of the rights and duties of, such Servicer hereunder and under the Transaction Documents; provided, further, no such resignation will be effective until such successor Servicer has been appointed pursuant to such documentation and such successor Servicer with respect to Canadian Originator Receivables shall not be a non-resident of Canada for purposes of the Canadian Tax Act.  For the avoidance of doubt, any such appointment of a successor Servicer pursuant to this paragraph shall not terminate the appointment of any Sub-Servicer.

(d)Any Servicer may delegate its duties and obligations hereunder to any sub-servicer (each a “Sub-Servicer”); provided that in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of a Servicer pursuant to the terms hereof, (ii) the applicable Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) each Borrower, the Administrator and each Group shall have the right to look solely to each Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer that is an Affiliate of each Servicer shall provide that the Administrator may terminate such agreement upon the termination of such Servicer hereunder by giving notice of its desire to terminate such agreement to such Servicer (and such Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than any Originator or an Affiliate thereof, the Administrator and the Majority Group Agents shall have consented in writing in advance to such delegation (which consent shall not be unreasonably withheld or delayed); and provided, further, that each Servicer may delegate the following duties and obligations to a Sub-Servicer without further consent by any party: (w) data processing, including customer care and billing, (x) customer acquisition and retention and market research, (y) inbound and outbound teleservices and (z) computer system maintenance, enhancement, machine processing and production support.

(e)At any time following the occurrence and during the continuation of an Event of Default, the Administrator may request any Servicer to, and upon such request such Servicer shall: (i) solely to the extent that such event is also a Servicer Default, assemble all of the records reasonably necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer, except to the extent prohibited by applicable law, licenses or other agreement, the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrator or its designee (for the benefit of the Lenders), except to the extent prohibited by applicable law, licenses or other agreement, at a place selected by the Administrator, and (ii) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee.

(f)For the avoidance of doubt, nothing in this Agreement shall have the effect of making any Servicer liable for any obligations of any Borrower under this Agreement or the other Transaction Documents and nothing in this Agreement shall constitute the giving of a guarantee

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or the assumption of a similar obligation by such Servicer in respect of the performance by such Borrower of its obligations under this Agreement or the other Transaction Documents.

(g)No Servicer or any of its sub-servicers, employees, agents or other delegates shall (nor shall it have the authority to), (i) while acting in Canada, negotiate or enter into contracts or other agreements in the name of the U.S. Borrower, the Administrator or any other Secured Party, (ii) delegate to any Person acting in Canada the authority to, or permit any such Person to, negotiate or enter into contracts or other agreements in the name of the U.S. Borrower, the Administrator or any other Secured Party or (iii) establish an office or other place of business of the U.S. Borrower, the Administrator or any other Secured Party in Canada.

Section 4.2Duties of the Servicers.

(a)Each Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance in all material respects with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policies.  Each Servicer shall set aside for the accounts of the applicable Borrower and the Lenders the amount of Collections to which each is entitled in accordance with Article I hereof.  Each Servicer may, in accordance with the applicable Credit and Collection Policy, take such action, including extensions, amendments, modifications, waivers or restructurings of Pool Receivables and the related Contracts, as such Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments permitted under the Credit and Collection Policies; provided, however, that: (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, and (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement.  Each Borrower shall deliver to the applicable Servicer and such Servicer shall hold for the benefit of the applicable Borrower and the Administrator (individually and for the benefit of the Lenders, in accordance with their respective interests), all records and documents (including computer tapes or disks) with respect to each Pool Receivable.

(b)[Reserved].

(c)Each Servicer’s obligations hereunder shall terminate on the Final Payout Date.

After such termination, if any Servicer or an Affiliate thereof was not the Servicer on the date of such termination, each Servicer shall promptly deliver to the applicable Borrower all books, records and related materials that such Borrower previously provided to such Servicer, or that have been obtained by such Servicer, in connection with this Agreement.

Section 4.3Lock-Box Account Arrangements

.  Prior to the Closing Date, each Borrower shall have entered into Lock-Box Agreements with all of the Lock-Box Banks and delivered counterparts of each to the Administrator.  Upon the occurrence and during the continuation of an Event of Default, the Administrator may (with the consent of the Majority Group Agents) or shall (upon the direction of the Majority Group Agents) at any time thereafter give notice to each Lock-Box Bank that the Administrator is exercising its rights under the Lock-

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Box Agreements to do any or all of the following: (a) to have the exclusive control of the Lock-Box Accounts transferred to the Administrator (for the benefit of the Lenders) and to exercise exclusive dominion and control over the funds deposited therein and (b) to take any or all other actions permitted under the applicable Lock-Box Agreement.  The Administrator hereby agrees that it shall not give such notice or exercise such rights with respect to any such Lock-Box Account unless an Event of Default has occurred and is continuing.  Each Borrower hereby agrees that if the Administrator gives notice (after the occurrence and during the continuation of an Event of Default) to a Lock-Box Bank that the Administrator is exercising its rights under the related Lock-Box Agreement pursuant to clause (a) above, the Administrator shall have exclusive control (for the benefit of the Lenders) of the proceeds (including Collections) of all Pool Receivables and each Borrower hereby further agrees to take any other action that the Administrator or any Group Agent may reasonably request to transfer such control.  Any proceeds of Pool Receivables received by such Borrower or the applicable Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrator.  The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account, the Administrator shall not have any rights to (a) the funds therein in excess of the unpaid amounts then due and payable to the Administrator, any member of any Group, any Secured Party or any other Person hereunder, and the Administrator shall distribute or cause to be distributed such funds in accordance with Article I (in each case as if such funds were held by any Servicer thereunder) or (b) any Non-Receivable Cash Deposits therein, and the Administrator shall transfer any such Non-Receivable Cash Deposits to an account designated by each Borrower (or the applicable Servicer on its behalf) within three (3) Business Days of the Administrator’s receipt of a written request by any Borrower (or the applicable Servicer on its behalf), together with a Non-Receivable Cash Deposit Report which identifies the amount of such Non-Receivable Cash Deposits.

Section 4.4Enforcement Rights.

(a)At any time following the occurrence and during the continuation of any Event of Default set forth in clause (a)(ii) or paragraphs (f) or (i) of Exhibit V of this Agreement, the Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrator or its designee.  The exercise of this right will be subject to any applicable regulatory restrictions.  Each Servicer agrees that, if the Administrator is unable to exercise the rights in this paragraph (a) due to any applicable regulatory restrictions, it will, subject to any applicable regulatory restrictions, follow the instructions of the Administrator in connection therewith.

(b)Each Borrower hereby authorizes the Administrator (on behalf of each Group), and irrevocably appoints the Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of such Borrower, which appointment is coupled with an interest, to take any and all steps in the name of such Borrower and on behalf of such Borrower reasonably necessary or desirable, in the determination of the Administrator, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Pool Assets, including endorsing the name of such Borrower on checks and other instruments representing Collections and enforcing such Pool Assets.  Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such

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attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever.

Section 4.5Responsibilities of the Borrowers.

(a)Anything herein to the contrary notwithstanding, each Borrower shall: (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables, and the exercise by the Administrator, any Group Agent or any Lender of their respective rights hereunder shall not relieve any Borrower from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction.  None of the Administrator, the Group Agents or the Lenders shall have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of any Borrower, any Servicer, CB or any Originators thereunder.

(b)Each Servicer hereby irrevocably agrees that if at any time it shall cease to be a Servicer hereunder, it shall act (if such then-current Servicer so requests) as the data processing agent of such Servicer and, in such capacity, each Servicer shall conduct the data processing functions of the administration of the Pool Receivables and the Collections thereon in substantially the same way that such Servicer conducted such data processing functions while it acted as the Servicer.

Section 4.6Servicing Fee.

(a)Subject to paragraph (b), CB shall be paid a fee equal to 1.00% per annum of the daily average aggregate Outstanding Balance of the Pool Receivables that are serviced by it (the “Servicing Fee Rate”), and OnX Enterprise Solutions Ltd. shall be paid a fee of $20,000 per calendar month (each a “Servicing Fee”), and the Servicing Fee payable to OnX Enterprise Solutions Ltd. shall be exclusive of applicable GST/HST.  Such fee and, as applicable, GST/HST shall be paid through the distributions contemplated by Section 1.4(a) and Section 1.4(b).

(b)If CB or OnX Enterprise Solutions Ltd. ceases to be a Servicer or an Affiliate thereof, the Servicing Fee shall be the greater of: (i) the amount calculated pursuant to paragraph (a), and (ii) an alternative amount specified by the successor Servicer not to exceed 110% of the aggregate reasonable costs and expenses incurred by such successor Servicer in connection with the performance of its obligations as Servicer and is exclusive of applicable GST/HST.

ARTICLE V

THE AGENTS

Section 5.1Appointment and Authorization.

(a)Each Lender and Group Agent hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto.  The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Lender or Group Agent, and no implied obligations or liabilities shall be read into this Agreement, or

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otherwise exist, against the Administrator.  The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, any Borrower or any Servicer.  Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law.

(b)Each Lender hereby irrevocably designates and appoints the respective institution identified as the Group Agent for such Lender’s Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Lender becomes a party hereto, and each authorizes such Group Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Group Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary elsewhere in this Agreement, no Group Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender or other Group Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Group Agent shall be read into this Agreement or otherwise exist against such Group Agent.

(c)Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Group Agents, the Administrator and the Lenders, and none of the Borrowers or the Servicers shall have any rights as a third‑party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V (including, for the avoidance of doubt, Sections 5.2, 5.3 and 5.4) shall not affect any obligations or liability which any Group Agent, the Administrator or any Lender may have to any Borrower or the applicable Servicer under the other provisions of this Agreement.  Furthermore, no Lender shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Group Agent which is not the Group Agent for such Lender.

(d)In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Lenders and the Group Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Borrower or any Servicer or any of their successors and assigns.  In performing its functions and duties hereunder, each Group Agent shall act solely as the agent of its respective Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Borrower, any Servicer, any other Lender, any other Group Agent or the Administrator, or any of their respective successors and assigns.

Section 5.2Delegation of Duties.  The Administrator may execute any of its duties through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.  The Administrator shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

Section 5.3Exculpatory Provisions.  None of the Group Agents, the Administrator or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted (i) with the consent or at the direction of the Majority Group Agents (or in the case of

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any Group Agent, the Lenders within its Group that have a majority of the aggregate Commitment of such Group) or (ii) in the absence of such Person’s gross negligence or willful misconduct.  The Administrator shall not be responsible to any Lender, Group Agent or other Person for (i) any recitals, representations, warranties or other statements made by any Borrower, any Servicer, any Originator or any of their Affiliates, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Transaction Document, (iii) any failure of any Borrower, any Servicer, any Originator or any of their Affiliates to perform any obligation hereunder or under the other Transaction Documents to which it is a party (or under any Contract), or (iv) the satisfaction of any condition specified in Exhibit II.  The Administrator shall not have any obligation to any Lender or Group Agent to ascertain or inquire about the observance or performance of any agreement contained in any Transaction Document or to inspect the properties, books or records of any Borrower, any Servicer, any Originator or any of their respective Affiliates.

Section 5.4Reliance by Agents.

(a)Each Group Agent and the Administrator shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or other writing or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person and upon advice and statements of legal counsel (including counsel to each Borrower), independent accountants and other experts selected by the Administrator.  Each Group Agent and the Administrator shall in all cases be fully justified in failing or refusing to take any action under any Transaction Document unless it shall first receive such advice or concurrence of the Majority Group Agents (or in the case of any Group Agent, the Lenders within its Group that have a majority of the aggregate Commitment of such Group), and assurance of its indemnification, as it deems appropriate.

(b)The Administrator shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Majority Group Agents or the Group Agents, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lenders, the Administrator and Group Agents.

(c)The Lenders within each Group with a majority of the Commitment of such Group shall be entitled to request or direct the related Group Agent to take action, or refrain from taking action, under this Agreement on behalf of such Lenders.  Such Group Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of such Majority Group Agents, and such request and any action taken or failure to act pursuant thereto shall be binding upon all of such Group Agent’s Lenders.

(d)Unless otherwise advised in writing by a Group Agent or by any Lender on whose behalf such Group Agent is purportedly acting, each party to this Agreement may assume that (i) such Group Agent is acting for the benefit of each of the Lenders in respect of which such Group Agent is identified as being the “Group Agent” in the definition of “Group Agent” hereto, as well as for the benefit of each assignee or other transferee from any such Person, and (ii) each action taken by such Group Agent has been duly authorized and approved by all necessary action on the part of the Lenders on whose behalf it is purportedly acting.  Each Group Agent and its Lender(s) shall agree amongst themselves as to the circumstances and procedures for removal, resignation and replacement of such Group Agent.

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Section 5.5Notice of Events of Default.  Neither any Group Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Event of Default or Unmatured Event of Default unless such Administrator has received notice from any Lender, Group Agent, any Servicer or any Borrower stating that an Event of Default or an Unmatured Event of Default has occurred hereunder and describing such Event of Default or Unmatured Event of Default.  In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Group Agent whereupon each such Group Agent shall promptly give notice thereof to its related Lenders.  In the event that a Group Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator.  The Administrator shall take such action concerning an Event of Default or an Unmatured Event of Default as may be directed by the Majority Group Agents (unless such action otherwise requires the consent of all Lenders), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Lenders and the Group Agents.

Section 5.6Non-Reliance on Administrator, Group Agents and Other Lenders.  Each Lender and Group Agent expressly acknowledges that none of the Administrator, the Group Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrator, or any Group Agent hereafter taken, including any review of the affairs of any Borrower, CB, any Servicer or any Originator, shall be deemed to constitute any representation or warranty by the Administrator or such Group Agent, as applicable.  Each Lender represents and warrants to the Administrator and the Group Agents that, independently and without reliance upon the Administrator, the LC Bank, Group Agents or any other Lender and based on such documents and information as it has deemed appropriate, it has made and will continue to make its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of any Borrower, CB, any Servicer or any Originator, and the Receivables and its own decision to enter into this Agreement and to take, or omit, action under any Transaction Document.  Except for items specifically required to be delivered hereunder, the Administrator shall not have any duty or responsibility to provide any Group Agent with any information concerning any Borrower, CB, any Servicer or any Originators or any of their Affiliates that comes into the possession of the Administrator or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Section 5.7Administrators and Affiliates.  Each of the Lenders, the Group Agents and the Administrator and any of their respective Affiliates may extend credit to, accept deposits from and generally engage in any kind of banking, trust, debt, entity or other business with any Borrower, CB, any Servicer or any Originator or any of their Affiliates.  With respect to any funding of the Eligible Receivables pursuant to this Agreement, each of the Group Agents and the Administrator shall have the same rights and powers under this Agreement as any Lender and may exercise the same as though it were not such an agent, and the terms “Lender” and “Lenders” shall include, to the extent applicable, each of the Group Agents and the Administrator in their individual capacities.

Section 5.8Indemnification.  Each LC Participant and Related Committed Lender agrees to indemnify and hold harmless the Administrator (but solely in its capacity as

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Administrator) and its officers, directors, employees, representatives and agents and the LC Bank (to the extent not reimbursed by any Borrower, any Servicer or any Originator and without limiting the obligation of any Borrower, any Servicer, or any Originator to do so), ratably (based on respective Group Commitments) from and against any and all liabilities, obligations, losses, damages, penalties, judgments, settlements, costs, expenses and disbursements of any kind whatsoever (including in connection with any investigative or threatened proceeding, whether or not the Administrator, the LC Bank or such Person shall be designated a party thereto) that may at any time be imposed on, incurred by or asserted against the Administrator, the LC Bank or such Person as a result of, or related to, any of the transactions contemplated by the Transaction Documents or the execution, delivery or performance of the Transaction Documents or any other document furnished in connection therewith (but excluding any such liabilities, obligations, losses, damages, penalties, judgments, settlements, costs, expenses or disbursements resulting solely from the gross negligence or willful misconduct of the Administrator or the LC Bank or such Person as finally determined by a court of competent jurisdiction).  Without limiting the generality of the foregoing, each LC Participant agrees to reimburse the Administrator and the LC Bank, ratably according to their ratable shares (based on respective Group Commitments), promptly upon demand, for any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrator or the LC Bank in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of its rights or responsibilities under, this Agreement.

Section 5.9Successor Administrator.  The Administrator may, upon at least five (5) days’ notice to each Borrower, each Lender and Group Agent, resign as Administrator.  Such resignation shall not become effective until a successor Administrator is appointed by the Majority Group Agents and has accepted such appointment.  Upon such acceptance of its appointment as Administrator hereunder by a successor Administrator, such successor Administrator shall succeed to and become vested with all the rights and duties of the retiring Administrator, and the retiring Administrator shall be discharged from its duties and obligations under the Transaction Documents.  After any retiring Administrator’s resignation hereunder, the provisions of Sections 3.1 and 3.2 and this Article V shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrator.

Section 5.10Erroneous Payments.

(a) Each Lender hereby agrees that (i) if the Administrator notifies such Lender that the Administrator has determined in its sole discretion that any funds received by such Lender from the Administrator or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise); individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrator the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank

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compensation from time to time in effect and (ii) such Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrator for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrator to any Lender under this clause (a) shall be conclusive, absent manifest error.

(b)Without limiting immediately preceding clause (a), each Lender hereby further agrees that if it receives an Erroneous Payment from the Administrator (or any of its Affiliates) (i) that is in an amount different than (other than a de minimis difference), or on a different date from, that specified in a notice of payment sent by the Administrator (or any of its Affiliates) with respect to such Erroneous Payment (an “Erroneous Payment Notice”), or (ii) that was not preceded or accompanied by an Erroneous Payment Notice, it shall be on notice that, in each such case, an error has been made with respect to such Erroneous Payment.  Each Lender further agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrator of such occurrence and, upon demand from the Administrator, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrator the amount of any such Erroneous Payment (or portion thereof) that was received by such Lender to the date such amount is repaid to the Administrator in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation from time to time in effect.  

(c)The Borrowers and Servicers hereby agree that (i) in the event an Erroneous Payment (or portion thereof) is not recovered from any Lender that has received such Erroneous Payment (or portion thereof) for any reason, the Administrator shall be subrogated to all the rights of such Lender with respect to such amount and (ii) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the Borrowers, Servicer or any Affiliate thereof.

(d)Each party’s obligations under this Section 5.10 shall survive the resignation or replacement of the Administrator or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all obligations (or any portion thereof) under any Transaction Document.

ARTICLE VI

MISCELLANEOUS

Section 6.1Amendments, Etc.  No amendment or waiver of any provision of this Agreement or any other Transaction Document, or consent to any departure by any Borrower or any Servicer therefrom, shall be effective unless in a writing signed by the Administrator and the Majority Group Agents, and, in the case of any amendment, by the other parties thereto; and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided,however, that no such amendment or waiver shall, without the consent of each affected Lender, (A) extend the date of any payment or deposit of Collections by any Borrower or any Servicer, (B) reduce the rate or extend the time of payment of

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Interest, (C) reduce any fees payable to the Administrator, any Group Agent or any Lender pursuant to the applicable Group Fee Letter, (D) change the amount of Capital of any Lender or any Related Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of “Majority Group Agents” or this Section 6.1, (F) consent to or permit the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Adjusted Net Receivables Pool Balance”, “Dilution Reserve”, “Dilution Reserve (Monetized Receivables)”, “Dilution Reserve Percentage”, “Eligible Receivable”, “Event of Default”, “Loss Reserve”, “Loss Reserve Percentage”, “Monetized Receivable”, “Monetized Receivable Collections”, “Net Receivables Pool Balance”, “Ratable Share” or “Related Monetized Assets”, (H) release all or any material part of the Pool Assets from the security interest granted by any Borrower to the Administrator hereunder or under any other Transaction Document, (I) amend the priority of payments set forth in Sections 1.4(a) and 1.4(b) or (J) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (I) above in a manner that would circumvent the intention of the restrictions set forth in such clauses.  No failure on the part of the Lenders, the Group Agents or the Administrator to exercise, and no delay in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.  Notwithstanding the foregoing, the consent of the Structuring Agent shall not be required for any amendment or waiver unless such amendment or waiver materially and adversely affects the interests of the Structuring Agent or materially increases its obligations under this Agreement.

Section 6.2Notices, Etc.  All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including email communication) and shall be personally delivered or sent by email or by overnight mail, to the intended party at the mailing address or email address of such party set forth under its name on the signature pages hereof (or in any other document or agreement pursuant to which it is or became a party hereto), or at such other mailing address or email address as shall be designated by such party in a written notice to the other parties hereto.  All such notices and communications shall be effective (i) if delivered by overnight mail, when received, and (ii) if transmitted by email, when sent, receipt confirmed by telephone or electronic means.

Section 6.3Successors and Assigns; Participations; Assignments.

(a)Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  Except as otherwise provided herein, (i) no Borrower or Servicer may assign or transfer any of its rights or delegate any of its duties hereunder or under any Transaction Document without the prior consent of the Administrator, the LC Bank and the Group Agents and (ii) the Administrator shall not assign or transfer any of its rights or delegate any of its duties hereunder or under any Transaction Document without the prior consent of such Borrower (such consent not to be unreasonably withheld or delayed); provided that such Borrower’s consent shall not be required if an Event of Default or Servicer Default has occurred and is continuing.  The Administrator, acting solely for this purpose as a non-fiduciary agent of Borrowers, shall maintain a record of any assignment by any Lender of right or obligations hereunder or under any Transaction Document and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from

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time to time (the “Register”).  The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrator and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement.  The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(b)Participations.  Except as otherwise specifically provided herein, any Lender may sell to one or more Persons (each a “Participant”) participating interests in the interests of such Lender hereunder; provided, however, that no Lender shall grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Transaction Document.  Such Lender shall remain solely responsible for performing its obligations hereunder, and each Borrower, each Group Agent and the Administrator shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations hereunder.  A Lender shall not agree with a Participant to restrict such Lender’s right to agree to any amendment hereto.  Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Transaction Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  For the avoidance of doubt, the Administrator (in its capacity as Administrator) shall have no responsibility for maintaining a Participant Register.

(c)Assignments by Certain Related Committed Lenders.  Any Related Committed Lender may assign to one or more Persons (each a “Purchasing Related Committed Lender”), reasonably acceptable to each of the Administrator, the LC Bank and the related Group Agent in its sole discretion, any portion of its Commitment pursuant to a supplement hereto, substantially in the form of Annex D with any changes as have been approved by the parties thereto (each, a “Transfer Supplement”), executed by each such Purchasing Related Committed Lender, such selling Related Committed Lender, such related Group Agent and the Administrator if any Borrower shall have given its prior written consent thereto; provided that such Borrower’s consent shall not be required if an Event of Default or Servicer Default has occurred and is continuing.  Any such assignment by Related Committed Lender cannot be for an amount less than $10,000,000.  Upon (i) the execution of the Transfer Supplement, (ii) delivery of an executed copy thereof to each Borrower, such related Group Agent and the Administrator and (iii) payment by the Purchasing Related Committed Lender to the selling Related Committed Lender of the agreed purchase price, if any, such selling Related Committed Lender shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Related Committed Lender shall for all purposes be a Related Committed Lender party hereto and shall have all the rights and obligations of a Related Committed Lender hereunder to the same extent as if it were

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an original party hereto.  The amount of the Commitment of the selling Related Committed Lender allocable to such Purchasing Related Committed Lender shall be equal to the amount of the Commitment of the selling Related Committed Lender transferred regardless of the purchase price, if any, paid therefor.  The Transfer Supplement shall be an amendment hereof only to the extent necessary to reflect the addition of such Purchasing Related Committed Lender as a “Related Committed Lender” and a “Related LC Participant” and any resulting adjustment of the selling Related Committed Lender’s Commitment and, if applicable, selling Related LC Participant’s Ratable Share of the Aggregate LC Participation Amount.

(d)Assignments to Liquidity Providers and other Program Support Providers.  Any Conduit Lender may at any time grant to one or more of its Liquidity Providers or other Program Support Providers, participating interests in its portion of the Loan.  In the event of any such grant by such Conduit Lender of a participating interest to a Liquidity Provider or other Program Support Provider, such Conduit Lender shall remain responsible for the performance of its obligations hereunder.

(e)Other Assignment by Conduit Lenders.  Each party hereto agrees and consents (i) to any Conduit Lender’s assignment, participation, grant of security interests in or other transfers of any portion of, or any of its beneficial interest in, the Loan (or portion thereof), including without limitation to any collateral agent in connection with its commercial paper program and (ii) to the complete assignment by any Conduit Lender of all of its rights and obligations hereunder to any other Person within such Conduit Lender’s Group, and upon such assignment such Conduit Lender shall be released from all obligations and duties, if any, hereunder; provided, however, that such Conduit Lender may not, without the prior consent of its Related Committed Lenders, make any such transfer of its rights hereunder unless the assignee (i) is principally engaged in the funding of loans similar to loan being funded hereunder, (ii) has as its Group Agent the Group Agent of the assigning Conduit Lender and (iii) issues commercial paper or other Notes with credit ratings substantially comparable to the ratings of the assigning Conduit Lender; provided, further, that such Conduit Lender may not make any assignment of its rights or obligations hereunder to any Person who is not a member of an existing Group without the prior consent of any Borrower (such consent not to be unreasonably withheld or delayed and not required if an Event of Default or Servicer Default has occurred and is continuing).  Any assigning Conduit Lender shall deliver to any assignee a Transfer Supplement with any changes as have been approved by the parties thereto, duly executed by such Conduit Lender, assigning any portion of its interest in the Loan to its assignee.  Such Conduit Lender shall promptly (i) notify each of the other parties hereto of such assignment and (ii) take all further action that the assignee reasonably requests in order to evidence the assignee’s right, title and interest in such interest in the Loan and to enable the assignee to exercise or enforce any rights of such Conduit Lender hereunder.  Upon the assignment of any portion of its interest in the Loan, the assignee shall have all of the rights hereunder with respect to such interest (except that the Interest therefor shall thereafter accrue at the rate, determined with respect to the assigning Conduit Lender unless any Borrower, the related Group Agent and the assignee shall have agreed upon a different Interest).

(f)Certain Pledges.  Without limiting the right of any Lender to sell or grant interests, security interests or participations to any Person as otherwise described in this Section 6.3, any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure its obligations as a Lender hereunder, including any pledge or assignment

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to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledge or assignee for such Lender as a party hereto.

(g)Opinions of Counsel.  If required by the Administrator or the applicable Group Agent or to maintain the ratings of the Notes of any Conduit Lender, each Transfer Supplement must be accompanied by an opinion of counsel of the assignee as to such matters as the Administrator or such Group Agent may reasonably request.

Section 6.4Costs, Expenses and Taxes.

(a)By way of clarification, and not of limitation, of Sections 1.7 or 3.1, each Borrower shall pay to the Administrator, each Group Agent and each Lender on demand all reasonable costs and out-of-pocket expenses (excluding Taxes other than Other Taxes) in connection with (i) the preparation, execution, delivery and administration (including amendments or waivers of any provision) of this Agreement or the other Transaction Documents, (ii) the perfection (and continuation) of the Administrator’s rights in the Pool Receivables, Collections and other Pool Assets, (iii) the enforcement by the Administrator, any Group Agent or any member of any Group of the obligations of each Borrower, the applicable Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (iv) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box), including reasonable fees, costs and out-of-pocket expenses of external legal counsel for the Administrator and any member of any Group relating to any of the foregoing or to advising the Administrator, any member of any Group, any related Liquidity Provider or any other related Program Support Provider about its rights and remedies under any Transaction Document or any other document, agreement or instrument related thereto and all reasonable costs and out-of-pocket expenses (including reasonable external counsel fees and expenses) of the Administrator, each Group Agent and each Lender in connection with the enforcement or administration of the Transaction Documents or any other document, agreement or instrument related thereto.  Administrator and each member of each Group agree, however, that unless an Event of Default has occurred and is continuing all of such entities will be represented by a single law firm.  Each Borrower shall reimburse the Administrator and each Group Agent for the cost of such Person’s external auditors auditing the books, records and procedures of such Borrower or the applicable Servicer.  Each Borrower shall reimburse each Conduit Lender on demand for all reasonable costs and out of pocket expenses incurred by such Conduit Lender in connection with the Transaction Documents or the transactions contemplated thereby, including certain costs related to the Rating Agencies and reasonable fees and out of pocket expenses of external counsel of the Administrator and each member of any Group for advice relating to such Conduit Lender’s operation in connection with the transactions contemplated by the Transaction Documents.

(b)In addition, each Borrower shall pay on demand any and all stamp and Other Taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to save each Indemnified Party and Affected Person harmless from and against any liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes and fees.

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Section 6.5No Proceedings; Limitation on Payments.

(a)Each Borrower, CB, each Servicer, the Administrator, the LC Bank, the Group Agents, the Lenders, each assignee of the Loan or any interest therein, and each Person that enters into a commitment to fund the Loans or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one (1) day after the latest maturing Note issued by such Conduit Lender is paid in full.  The provisions of this paragraph shall survive any termination of this Agreement.

(b)Notwithstanding any provisions contained in this Agreement to the contrary, no Conduit Lender shall or shall be obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Lender has received funds which may be used to make such payment and which funds are not required to repay the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Lender could issue Notes to refinance all outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Lender’s securitization program or (y) all Notes are paid in full.  Any amount which such Conduit Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in §101 of the Bankruptcy Code) against or company obligation of such Conduit Lender for any such insufficiency unless and until such Conduit Lender satisfies the provisions of clauses (i) and (ii) above.  The provisions of this paragraph shall survive any termination of this Agreement.

Section 6.6GOVERNING LAW AND JURISDICTION.

(a)THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF A SECURITY INTEREST OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

(b)ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK; AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO.  EACH OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS,

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COMPLAINT OR OTHER PROCESS, WHICH SERVICE MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

Section 6.7Confidentiality.  Unless otherwise required by applicable law or any order in any judicial or administrative proceeding, each Borrower and each Servicer agrees to maintain the confidentiality of this Agreement and the other Transaction Documents (and all drafts thereof) in communications with third parties and otherwise; provided that this Agreement may be disclosed: (a) to third parties to the extent such disclosure is made pursuant to a written agreement of confidentiality having terms substantially similar to this Section 6.7, (b) to each Borrower’s and each Servicer’s legal counsel and auditors if they agree to hold it confidential, (c) in connection with any litigation or other proceeding between the parties hereto with respect to the Transaction Documents and (d) to any regulatory authorities having jurisdiction over each Borrower or each Servicer.  Unless otherwise required by applicable law or any order in any judicial or administrative proceeding, each of the Administrator, the Group Agents and the Lenders agrees to maintain the confidentiality of all of the Information (as defined below); provided that such Information may be disclosed to: (i) third parties to the extent such disclosure is made pursuant to a written agreement of confidentiality having terms substantially similar to this Section 6.7, (ii) legal counsel and auditors of the Lenders, the Group Agents or the Administrator (if they agree to hold it confidential), (iii) the rating agencies or any other nationally recognized statistical rating organization rating the Notes of any Conduit Lenders (if they agree, or are otherwise required by law, to hold it confidential), (iv) any Program Support Provider or potential Program Support Provider (if they agree to hold it confidential), (v) any placement agency placing the Notes (if they agree to hold it confidential) and (vi) any regulatory authorities having jurisdiction over the Administrator, a Group Agent, a Lender, any Program Support Provider or any Liquidity Provider.  For purposes of this Section 6.7, “Information” means all information relating to (i) CB, each Borrower, each Servicer and the Originators, and all of their respective Affiliates or (ii) any Obligor or any Receivable, other than any such information described in clauses (i) or (ii) that is available to the Administrator, the Group Agents or the Lenders on a nonconfidential basis prior to disclosure by CB, any Borrower, any Servicer, or any Originator.  Each of the Administrator, the Group Agents and the Lenders acknowledges that (a) the Information may include material non-public information concerning CB, any Borrower, any Servicer, any Originator, or any of their respective Affiliates or any Obligor or Receivable, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information, and (c) it will handle such material non-public information in accordance with applicable law, including federal and state securities laws.

Section 6.8Execution in Counterparts.  This Agreement may be executed in any number of counterparts, each of which, when so executed, shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same agreement.

Section 6.9Survival of Termination.  The provisions of Sections 1.7, 1.8, 1.9, 1.10, 1.18, 1.19, 1.20, 1.25, 3.1, 3.2, 6.4, 6.5, 6.6, 6.7, 6.10 and 6.15 shall survive any termination of this Agreement.

Section 6.10WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO WAIVES THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS

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AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE.  EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING THAT SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

Section 6.11Sharing of Recoveries.  Each Lender agrees that if it receives any recovery, through set-off, judicial action or otherwise, on any amount payable or recoverable hereunder in a greater proportion than should have been received hereunder or otherwise inconsistent with the provisions hereof, then the recipient of such recovery shall purchase for cash an interest in amounts owing to the other Lenders, without representation or warranty except for the representation and warranty that such interest is being sold by each such other Lender free and clear of any Adverse Claim created or granted by such other Lender, in the amount necessary to create proportional participation by the Lender in such recovery.  If all or any portion of such amount is thereafter recovered from the recipient, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Section 6.12Right of Setoff.  Each Lender is hereby authorized (in addition to any other rights it may have) at any time after the occurrence and during the continuation of an Event of Default to setoff, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly waived) any deposits and any other indebtedness held or owing by such Lender (including by any branches or agencies of such Lender) to, or for the account of, each Borrower against amounts then due and owing by such Borrower hereunder.

Section 6.13Entire Agreement.  This Agreement and the other Transaction Documents embody the entire agreement and understanding between the parties hereto, and supersede all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof and thereof.

Section 6.14Headings.  The captions and headings of this Agreement and any Exhibit, Schedule or Annex hereto are for convenience of reference only and shall not affect the interpretation hereof or thereof.

Section 6.15Groups’ Liabilities.  The obligations of each Group Agent and each Lender under the Transaction Documents are solely the corporate obligations of such Person.  Except with respect to any claim arising out of the willful misconduct or gross negligence of the Administrator, any Group Agent or any Lender, no claim may be made by any Borrower or any Servicer or any other Person against the Administrator, any Group Agent or any Lender or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect,

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consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any other Transaction Document, or any act, omission or event occurring in connection therewith; and each of the Borrowers and the Servicers hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 6.16USA Patriot Act.  Each of the Administrator and each of the Lenders hereby notifies each Borrower and each Servicer that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub.  L.  107-56 (signed into law October 26, 2001) (the “PATRIOT Act”), the Administrator and the Lenders may be required to obtain, verify and record information that identifies such Borrowers, such Servicers and such Performance Guarantors, which information includes the name, address, tax identification number and other information regarding such Borrowers, such Servicer and such Performance Guarantors that will allow the Administrator and the Lenders to identify such Borrower, such Servicer and such Performance Guarantor in accordance with the PATRIOT Act.  This notice is given in accordance with the requirements of the PATRIOT Act.  Each of the Borrowers and the Servicers agrees to provide the Administrator and the Lenders, from time to time, with all documentation and other information required by bank regulatory authorities under “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act.

Section 6.17Structuring Agent.  Each of the parties hereto hereby acknowledges and agrees that the Structuring Agent shall not have any right, power, obligation, liability, responsibility or duty under this Agreement, other than the Structuring Agent’s right to receive fees pursuant to Section 1.5.  Each party acknowledges that it has not relied, and will not rely, on the Structuring Agent in deciding to enter into this Agreement and to take, or omit to take, any action under any Transaction Document.

Section 6.18Currency.  Each reference in this Agreement to U.S. Dollars or to Canadian Dollars (the “relevant currency”) is of the essence.  To the fullest extent permitted by law, the obligation of the Borrowers in respect of any amount due in the relevant currency under this Agreement shall, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the relevant currency that the Administrator or any Lender entitled to receive such payment may, in accordance with normal banking procedures, purchase with the sum paid in such other currency (after any premium and costs of exchange) on the Business Day immediately following the day on which such party receives such payment.  If the amount in the relevant currency so purchased for any reason falls short of the amount originally due in the relevant currency, the Borrowers shall pay such additional amounts, in the relevant currency, as may be necessary to compensate for the shortfall.  Any obligations of the Borrowers not discharged by such payment shall, to the fullest extent permitted by Applicable Law, be due as a separate and independent obligation and, until discharged as provided herein, shall continue in full force and effect.

Section 6.19Currency Equivalence.  If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from the Borrowers on the Borrowers’ obligations in the currency expressed to be payable herein (the “specified currency”) into another currency, the parties agree that the rate of exchange used shall be that at which in accordance with normal

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banking procedures the Administrator could purchase the specified currency with such other currency on the Business Day preceding that on which final judgment is given.  The obligation of the Borrowers in respect of any such sum due to the Administrator or any Lender on the Borrowers’ obligations shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by the Administrator or such Lender, as applicable, of any sum adjudged to be so due in such other currency, the Administrator or such Lender, as applicable, may in accordance with normal banking procedures purchase the specified currency with such other currency.  If the amount of the specified currency so purchased is less than the sum originally due to the Administrator or such Lender in the specified currency, each Borrower agrees to the extent such amount was originally due from the Borrowers, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrator or such Lender, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds the amount originally due to the Administrator or such Lender in the specified currency, the Administrator or such Lender, as the case may be, agrees to remit such excess to the Borrowers.

Section 6.20Criminal Interest.  If any provision of this Agreement or any other Transaction Document would oblige the Canadian Borrower to make any payment of interest or other amount payable to any Secured Party in an amount or calculated at a rate which would be prohibited by Applicable Law or would result in a receipt by that Secured Party of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Applicable Law or so result in a receipt by that Secured Party of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: (i) first, by reducing the amount or rate of interest required to be paid to the affected Secured Party hereunder; and (ii) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Secured Party which would constitute interest for purposes of section 347 of the Criminal Code (Canada).

Section 6.21Québec Matters.  For purposes of any assets, liabilities or entities located in the Province of Québec and for all other purposes pursuant to which the interpretation or construction of this Agreement may be subject to the laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province of Québec, (a) “personal property” shall include “movable property”, (b) “real property” or “real estate” shall include “immovable property”, (c) “tangible property” shall include “corporeal property”, (d) “intangible property” shall include “incorporeal property”, (e) “security interest”, “mortgage” and “lien” shall include a “hypothec”, “right of retention”, “prior claim” , “reservation of ownership” and a resolutory clause, (f) all references to filing, perfection, priority, remedies, registering or recording under the Uniform Commercial Code or a Personal Property Security Act shall include publication under the Civil Code of Québec, (g) all references to “perfection” of or “perfected” liens or security interest shall include a reference to an “opposable” or “set up” hypothec as against third parties, (h) any “right of offset”, “right of setoff” or similar expression shall include a “right of compensation”, (i) ”goods” shall include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, (j) an “agent” shall include a “mandatary”, (k) ”joint and several” shall include “solidary”, (l) ”gross negligence or wilful misconduct” shall be deemed to be “intentional or gross fault”, (m) “beneficial ownership” shall include “ownership on behalf of

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another as mandatary”, (n) ”priority” shall include “rank” or “prior claim”, as applicable (o) ”state” shall include “province”, (p) “accounts” shall include “claims”, and (q) “guarantee” and “guarantor” shall include “suretyship” and “surety”, respectively.  The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the English language only and that all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English language only.  Les parties aux présentes confirment que c’est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en langue anglaise seulement.

Section 6.22Québec Security.  For the purposes of the grant of security under the laws of the Province of Quebec which may now or in the future be required to be provided by any Secured Party, the Administrator is hereby irrevocably authorized and appointed by each of the other Secured Parties hereto to act as hypothecary representative (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future Secured Parties (in such capacity, the “Hypothecary Representative”) in order to hold any hypothec granted under the laws of the Province of Quebec and to exercise such rights and duties as are conferred upon the Hypothecary Representative under the relevant deed of hypothec and applicable Laws (with the power to delegate any such rights or duties).  The execution prior to the date hereof by the Administrator in its capacity as the Hypothecary Representative of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed.  Any Person who becomes a Secured Party or successor Administrator shall be deemed to have consented to and ratified the foregoing appointment of the Administrator as the Hypothecary Representative on behalf of all other Secured Parties, including such Person and any Affiliate of such Person designated above as a Secured Party.  For greater certainty, the Administrator, acting as the Hypothecary Representative, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of the Administrator in this Agreement, which shall apply mutatis mutandis.  In the event of the resignation of the Administrator (which shall include its resignation as the Hypothecary Representative) and appointment of a successor Administrator, such successor Administrator shall also act as the Hypothecary Representative, as contemplated above.

Section 6.23Intent of the Parties.  The Borrowers have structured the Transaction Documents with the intention that the Loans and the obligations of the Borrowers hereunder will be treated under United States federal, and applicable state, local and foreign tax law as debt (the “Intended Tax Treatment”).  The parties agree to file no tax return, or take any action, inconsistent with the Intended Tax Treatment unless required by law.  Each assignee and each participant acquiring an interest in Loans hereunder, by its acceptance of such assignment or participation, agrees to comply with the immediately preceding sentence.

Section 6.24Post Closing Covenants.  

(a)Notwithstanding the requirements set forth in Sections 1(f), 3(b) and 3(c) of Exhibit III of this Agreement and Sections 1(f) and 2(f) of Exhibit IV of this Agreement, the Servicers shall (i) on or prior to the thirtieth (30^th) day after the Closing Date (or such later day as agreed to in writing by the Administrator) either: (A) transfer the control or ownership of each deposit account listed on Schedule II for which the Lock-Box Bank is Wells Fargo Bank, N.A. that constitutes a Canadian Lock-Box Account to the Canadian Borrower in the case of any such account constituting a Canadian Lock-Box Account or (B) direct the Obligors to cease remitting payments to such accounts and begin remitting payments to another Lock-Box Account, (ii) on or prior to the thirtieth (30^th) day after the Closing Date (or such later day as agreed to in writing by the Administrator) either: (A) transfer the control or ownership of each deposit

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account listed on Schedule II for which the Lock-Box Bank is Wells Fargo Bank, N.A. that constitutes a U.S. Lock-Box Account to the U.S. Borrower in the case of any such account constituting a U.S. Lock-Box Account or (B) direct the Obligors to cease remitting payments to such accounts and begin remitting payments to another Lock-Box Account and (iii) on or prior to the thirtieth (30^th) day after the Closing Date (or such later day as agreed to in writing by the Administrator), either: (A) deliver to the Administrator duly executed Lock-Box Agreements entered into with Wells Fargo Bank, N.A. as Lock-Box Bank, relating to each deposit account listed on Schedule II for which the Lock-Box Bank is Wells Fargo Bank, N.A., in a form reasonably satisfactory to the Administrator or (B) direct the Obligors to cease remitting payments to any deposit account listed on Schedule II for which the Lock-Box Bank is Wells Fargo Bank, N.A. and begin remitting payments to another Lock-Box Account.  Upon any failure by the Servicers to timely comply with this clause (a), any Receivable then existing or thereafter arising the Obligor of which is directed to make a payment to any deposit account listed on Schedule II for which the Lock-Box Bank is Wells Fargo Bank, N.A. shall cease to constitute an Eligible Receivable.

(b)The Servicers shall on or prior to the forty-fifth (45^th) day after the Closing Date (or such later day as agreed to in writing by the Administrator), deliver to the Administrator estoppel letters in form and substance reasonably satisfactory to the Administrator relating to each PPSA filing attached hereto on Annex M (the “Subject PPSA Filings”). Upon any failure by the Servicers to timely comply with this clause (b), any Canadian Originator Receivable then existing or thereafter arising shall cease to constitute an Eligible Receivable.

(c)The Servicers shall on or prior to the tenth (10th) Business Day after the Closing Date (or such later day as agreed to in writing by the Administrator), deliver to the Administrator an opinion from legal counsel to the Canadian Borrower in form and substance reasonably satisfactory to the Administrator, confirming registration at the Register of Personal and Movable Real Rights of (i) the Québec Assignment Agreement (as defined in the Canadian Sale Agreement) and (ii) the deed of hypothec granted by the Canadian Borrower in favour of the Administrator, as hypothecary representative for the present and future Secured Parties, on the date hereof. Upon any failure by the Servicers to timely comply with this clause (c), any Canadian Originator Receivable then existing or thereafter arising (i) in respect of which the related Obligor is domiciled, residing or living in the Province of Quebec, (ii) in respect of which the related Obligor is required to remit any payment owing under such Canadian Originator Receivable to an address located in the Province of Quebec or (iii) is governed by the laws of Quebec, shall cease to constitute an Eligible Receivable.

(d)The Servicers shall on or prior to the tenth (10^th) Business Day after the Closing Date (or such later day as agreed to in writing by the Administrator), deliver to the Administrator a tax identification number for the Canadian Borrower.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

CINCINNATI BELL FUNDING LLC,
as U.S. Borrower

By:
Name: Joshua T.  Duckworth
Title: Vice President of Treasury,
Corporate Finance and Investor Relations

Address:
221 East Fourth Street
Cincinnati, Ohio 45202

Attention: Joshua T. Duckworth
Telephone: 513-397-2292
Email: Joshua.Duckworth@cinbell.com

CINCINNATI BELL INC., as U.S. Servicer and, solely with respect to Section 3.2(b), as Performance Guarantor

By:
Name: Joshua T.  Duckworth
Title: Vice President of Treasury,
Corporate Finance and Investor Relations

Address:
221 East Fourth Street
Cincinnati, Ohio 45202

Attention: Joshua T.  Duckworth
Telephone: 513-397-2292
Email: Joshua.Duckworth@cinbell.com

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747623848 06117932

CINCINNATI BELL FUNDING CANADA LTD., as Canadian Borrower

By:
Name: Joshua T. Duckworth
Title: Vice President of Treasury,
Corporate Finance and Investor Relations

Address:
221 East Fourth Street
Cincinnati, Ohio 45202

Attention: Joshua T. Duckworth
Telephone: 513-397-2292
Email: Joshua.Duckworth@cinbell.com

OnX Enterprise Solutions Ltd.,as Canadian Servicer

By:
Name: Joshua T. Duckworth
Title: Vice President of Treasury,
Corporate Finance and Investor Relations

Address:
221 East Fourth Street
Cincinnati, Ohio 45202

Attention: Joshua T. Duckworth
Telephone: 513-397-2292
Email: Joshua.Duckworth@cinbell.com

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THE GROUPS:

PNC BANK, NATIONAL ASSOCIATION, as a Related Committed Lender and Group Agent for the PNC Group

By:
Name:
Title:

Address: PNC Bank, National Association
300 Fifth Avenue
Pittsburgh, PA 15222

Attention: Brian Stanley
Telephone: 412.768.2001
Email:  brian.stanley@pnc.com

PNC BANK CANADA BRANCH, as a Lender

By:
Name:
Title:

Address: PNC Bank Canada Branch

130 King Street West, Suite 2140

Toronto, ON M5X 1E4

Attention: Martin Peichl
Telephone: 416-361-6944
Email:  martin.peichl@pnc.com

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(Cincinnati Bell)

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REGIONS BANK,
as a Related Committed Lender

By:
Name:
Title:

Address: Regions Business Capital
1180 West Peachtree St. NW
Suite 1000
Atlanta, Georgia 30309

Attention: Kathy Myers

Telephone: (404) 221-4572

Facsimile: (404) 221-4361

Email: kathy.myers@regions.com

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REGIONS BANK,
as an LC Participant

By:
Name:
Title:

Address: Regions Business Capital
1180 West Peachtree St. NW
Suite 1000
Atlanta, Georgia 30309

Attention: Kathy Myers

Telephone: (404) 221-4572

Facsimile: (404) 221-4361

Email: kathy.myers@regions.com

S-5Receivables Financing Agreement

(Cincinnati Bell)

747623848 06117932

REGIONS BANK,
as a Group Agent

By:
Name:
Title:

Address: Regions Business Capital
1180 West Peachtree St. NW
Suite 1000
Atlanta, Georgia 30309

Attention: Kathy Myers

Telephone: (404) 221-4572

Facsimile: (404) 221-4361

Email: kathy.myers@regions.com

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(Cincinnati Bell)

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PNC BANK, NATIONAL ASSOCIATION,
as Administrator and LC Bank

By:
Name:
Title:

Address: PNC Bank, National Association
300 Fifth Avenue
Pittsburgh, PA 15222

Attention: Brian Stanley
Telephone: 412.768.2001
Email:  brian.stanley@pnc.com

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(Cincinnati Bell)

747623848 06117932

PNC BANK, NATIONAL ASSOCIATION,
as the LC Bank and as an LC Participant

By:
Name:
Title:

Address: PNC Bank, National Association
300 Fifth Avenue
Pittsburgh, PA 15222

Attention: Brian Stanley
Telephone: 412.768.2001
Email:  brian.stanley@pnc.com

S-8Receivables Financing Agreement

(Cincinnati Bell)

747623848 06117932

PNC CAPITAL MARKETS LLC,
as Structuring Agent

By:
Name:
Title:

S-9Receivables Financing Agreement

(Cincinnati Bell)

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EXHIBIT I
DEFINITIONS

As used in this Agreement (including its Exhibits, Schedules and Annexes), the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).  Unless otherwise indicated, all Section, Annex, Exhibit and Schedule references in this Exhibit are to Sections of and Annexes, Exhibits and Schedules to this Agreement.

“Adjusted Net Receivables Pool Balance” means, at any time of determination, the excess, if any, of (i) the Net Receivables Pool Balance, over (ii) the CAD-USD Volatility Reserve.

“Administrator” has the meaning set forth in the preamble to this Agreement.

“Adverse Claim” means a lien, security interest, hypothec, hypothecation, deemed trust or other charge or encumbrance, or any other type of preferential arrangement; it being understood that any thereof in favor of the Administrator (for the benefit of the Lenders) shall not constitute an Adverse Claim.

“Affected Person” has the meaning set forth in Section 1.7 of this Agreement.

“Affiliate” means, as to any Person: (a) any Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person, or (b) who is a director or officer: (i) of such Person or (ii) of any Person described in clause (a), except that, in the case of each Conduit Lender, Affiliate shall mean the holder of its capital stock or membership interest, as the case may be.  For purposes of this definition, control of a Person shall mean the power, direct or indirect: (x) to vote 25% or more of the securities having ordinary voting power for the election of directors of such Person, or (y) to direct or cause the direction of the management and policies of such Person, in either case whether by ownership of securities, contract, proxy or otherwise.

“Aggregate Adjusted LC Participation Amount” means, at any time, the greater of (i) the Aggregate LC Participation Amount less the U.S. Dollar Equivalent of all cash collateral held in the LC Collateral Accounts at such time and (ii) zero ($0).

“Aggregate Capital” means, at any time, the U.S. Dollar Equivalent of the aggregate outstanding Capital of all Lenders at such time.

“Aggregate LC Participation Amount” means, at any time of determination, the aggregate U.S. Dollar Equivalent of all LC Participation Amounts at such time.

“Agreement” has the meaning set forth in the preamble hereto.

“Alternate Rate” for any Interest Period for any Capital (or portion thereof) funded by any Lender other than through the issuance of Notes, means an interest rate per annum equal to: (a) with respect to U.S. Dollar Capital, (i) with respect to any LMIR Lender, the daily average LMIR for such Interest Period, (ii) with respect to any Lender other any LMIR Lender, the Euro-Rate for such Interest Period, only to the extent that the Euro-Rate is available or (iiithe sum of Daily Resetting Term SOFR plus the SOFR Adjustment or (ii) the Base Rate for such Interest Period,

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only to the extent that LMIR or the Euro-Rate, as applicable, is unavailable pursuant to Section 1.22 (provided, however, that the “Alternate Rate” for any day while an Event of Default exists shall be an interest rate equal to the greater of (i) 3.0% per annum above the applicable Base Rate in effect on such day and (ii) the “Alternate Rate” as calculated in clause (i) or (ii) above, as applicable) and (b) with respect to Canadian Dollar Capital, (i) the daily average CDOR for such Interest Period or (ii) the Base Rate for such Interest Period, only to the extent that CDOR is unavailable pursuant to Section 1.22 (provided, however, that the “Alternate Rate” for any day while an Event of Default exists shall be an interest rate equal to the greater of (i) 3.0% per annum above the applicable Base Rate in effect on such day and (ii) CDOR on such day).

“Anti-Terrorism Laws” means any Applicable Law relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Applicable Laws, all as amended, supplemented or replaced from time to time.

“Applicable Law” means, with respect to any Person, (a) all provisions of law, statute, treaty, constitution, ordinance, rule, regulation, requirement, restriction, permit, executive order, certificate, decision, directive or order of any Governmental Authority applicable to such Person or any of its property and (b) all judgments, injunctions, orders, writs, decrees and awards of all courts and arbitrators in proceedings or actions in which such Person is a party or by which any of its property is bound.

“Assigned Long-Term Receivable” means a Receivable  originated under a long-term agreement in which the periodic payment streams to which the applicable Originator is entitled are aggregated on a one-time basis at the commencement of the agreement, and assigned to Macquarie Group Limited or an Affiliate thereof (or some other third-party financier approved in writing by the Administrator) in exchange for a one-time payment to Originator.

“Assumption Agreement” means an agreement substantially in the form set forth in Annex C to this Agreement.

“Attorney Costs” means and includes all reasonable fees and disbursements of any law firm or other external counsel.

“Bankruptcy Code” means the United States Bankruptcy Reform Act of 1978 (11 U.S.C.  § 101, et seq.), as amended from time to time.

“Base Rate” means, for any day, a fluctuating interest rate per annum as shall be in effect from time to time, which rate shall be at all times equal to

(a)with respect to U.S. Dollar Loans, U.S. Dollar Capital or U.S. Dollar-denominated obligations, the higher of:

(i)the rate of interest in effect for such day as publicly announced from time to time by the Administrator as its “reference rate”.  Such “reference rate” is set by the Administrator based upon various factors, including the Administrator’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such announced rate; and

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(ii)0.50% per annum above the latest Overnight Bank Funding Rate; or

(b)with respect to Canadian Dollar Loans, Canadian Dollar Capital or Canadian Dollar-denominated obligations, the greater of:

(i)the rate of interest in effect for such day as publicly announced from time to time by the Administrator or its Affiliate as its “reference rate” or “prime rate”, as applicable, for determining interest rates on Canadian Dollar denominated loans.  Such “reference rate” or “prime rate” is set by the Administrator or its Affiliate based upon various factors, including such Person’s costs and desired return, general economic conditions, and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such announced rate; and

(ii)1.00% per annum above CDOR.

“Base Rate Loan” means a Loan accruing interest by reference to the Base Rate.

“Beneficial Ownership Rule” means 31 C.F.R. § 1010.230.

“Beneficial Ownership Certification” means, for any Borrower, a certification of such Borrower as to its beneficial owner(s) complying with the Beneficial Ownership Rule.

“Borrower” has the meaning set forth in the preamble to this Agreement.

“Borrowing Notice” has the meaning set forth in Section 1.2(a) to this Agreement.

“Business Day” means any day (other than a Saturday or Sunday) on which: (a) banks are not authorized or required to close in Pittsburgh, Pennsylvania, Atlanta, Georgia, or New York City, New York, (b) if this definition of “Business Day” is utilized in connection with the Euro-Rate or LMIR, dealings are carried out in the London interbank market SOFR, any such day that is also a day on which SOFR is published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, or any successor website thereto, and (c) if this definition of “Business Day” is utilized in connection with CDOR or the Base Rate with respect to Canadian Dollar Loans, any day on which commercial banks are authorized or required to close in Toronto, Ontario, Canada.

“CAD-USD VaR Percentage” means 4.0%, or such other percentage designated as such by the Administrator upon five (5) days’ written notice to the Borrowers.

“CAD-USD Volatility Reserve” means, at any time, an amount equal to the excess, if any, of (a) an amount equal to the quotient of (i) the Foreign Currency Shortfall Amount, divided by (ii) 100% minus the CAD-USD VaR Percentage then in effect, over (b) Foreign Currency Shortfall Amount.

“Canadian Borrower’s Share” has the meaning set forth in Section 1.2(a) of this Agreement.

“Canadian Collections Release” has the meaning set forth in Section 1.4(b) of this Agreement.

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“Canadian Dollar Capital” means Capital initially funded by the Lenders in Canadian Dollars.

“Canadian Dollar Capital Sublimit” means, at any time, the excess, if any, of (a) CAD30,000,000, over (b) the Canadian Dollar LC Participation Amount on such day.

“Canadian Dollar LC Participation Amount” means at any time of determination, the aggregate LC Participation Amount with respect to Letters of Credit denominated in Canadian Dollars.

“Canadian Dollar LC Sublimit” means, at any time, the excess, if any, of (a) CAD30,000,000, over (b) the aggregate amount of Canadian Dollar Capital on such day.

“Canadian Dollar Loan” means any Loan denominated in Canadian Dollars.

“Canadian Dollar”, “C$” or “CAD” means the lawful currency of Canada.

“Canadian Dollar Support Amount” means, at any time of determination, the product of (a) the Imputed Advance Rate, times (b) the aggregate Outstanding Balance of Canadian Dollar-denominated Eligible Receivables.

“Canadian Lock-Box Account” has the meaning set forth in Section 1.4(b) of this Agreement.

“Canadian Originator Receivable” means each Receivable originated by a Canadian Originator.

“Canadian Originator” means each Person that is a party to the Canadian Sale Agreement as an “Originator” thereunder.

“Canadian Sale Agreement” means the Canadian Purchase and Sale Agreement, dated as of the Closing Date, by and among the Canadian Borrower, the Canadian Originators and OnX Enterprise Solutions Ltd. as a Servicer, as such agreement may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Canadian Tax Act” means the Income Tax Act (Canada) as amended.

“Capital” means, with respect to any Lender, the aggregate amounts (a) paid to, or on behalf of, any Borrower in connection with all Loans made by such Lender pursuant to Section 1.2(b) of the Agreement, (b) paid by such Lender (as an LC Participant) to the LC Bank in respect of a Participation Advance made by such Lender to LC Bank pursuant to Section 1.14 of the Agreement and (c) with respect to the Lender that is the LC Bank, paid by the LC Bank with respect to all drawings under the Letter of Credit to the extent such drawings have not been reimbursed by any Borrower or funded by Participation Advances, as reduced from time to time by Collections distributed and applied on account of such Capital pursuant to Section 1.4(a) or Section 1.4(b) of the Agreement; provided that if such Capital shall have been reduced by any distribution and thereafter all or a portion of such distribution is rescinded or must otherwise be returned for any

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reason, such Capital shall be increased by the amount of such rescinded or returned distribution as though it had not been made.

“CB” has the meaning set forth in the preamble to this Agreement.

“CBT” means Cincinnati Bell Telephone Company LLC, an Ohio limited liability company, and its successors and permitted assigns.

“CBT Public Notice” means a public notice, issued by the Federal Communications Commission, announcing a request by CBT to discontinue, reduce or impair service.

“CBTS” means CBTS Technology Solutions LLC, a Delaware limited liability company.

“CBTS Lease Receivables” means a Receivable the U.S. Originator of which is CBTS and for which the underlying goods and services are hardware and related services procured by the Obligor from CBTS, but of which the expectation for payment of such Receivable is by a third-party financier as part of a direct leasing arrangement between such third-party financier and the Obligor for such goods and services.

“CDOR” means for any day during any Interest Period, the interest rate per annum determined by the Administrator (which determination shall be conclusive absent manifest error) as the annual rate of interest equal to the average discount rate (rounded upwards, if necessary, to the nearest 0.00001%) of one-month Canadian dollar bankers’ acceptances as displayed on the “Bloomberg Screen CDOR Page” at approximately 10:00 a.m.  (Toronto, Ontario time) on such day (or, if such day is not a Business Day, on the preceding Business Day); provided, however, that if such rate does not appear on the Bloomberg Screen CDOR Page on such day as contemplated, then the CDOR Rate on such day shall be calculated as the average of the rates for such period applicable to Canadian dollar bankers’ acceptances quoted by the banks listed on Schedule I of the Bank Act (Canada) as at approximately 10:00 a.m.  (Toronto, Ontario time) on such day (or, if such day is not a Business Day, on the preceding Business Day).

“CDOR Loan” means a Loan that bears interest based on CDOR.

“Change in Control” means that:

(a)CB ceases to own, directly or indirectly, (i) 100% of the voting equity interests of the U.S. Borrower free and clear of all Adverse Claims, (ii) a majority of the voting equity interests of any Originator or (iii) or 100% of the voting equity interests of OnX Enterprise Solutions Ltd., or

(b)OnX Enterprise Solutions Ltd. ceases to own, directly or indirectly, 100% of the voting equity interests of the Canadian Borrower free and clear of all Adverse Claims.

Notwithstanding the above, the acquisition by MIP V (FCC) AIV, L.P. and any other affiliate or managed funds and Ares Special Situations Fund IV, L.P., ASOF Holdings I, L.P. and any other affiliates or managed funds of CB (such acquisition, the “MIRA Acquisition”) will not be deemed a “Change in Control.”

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“Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, promulgated or issued.

“Closing Date” means May 10, 2018.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collections” means, with respect to any Pool Receivable: (a) all funds that are received by any Originator, CB, any Borrower or any Servicer in payment of any amounts owed in respect of such Receivable (including purchase price, finance charges, interest and all other charges, and, in the case of any Pool Receivables purchased by the Canadian Borrower from a Canadian Originator, any amounts received on account of GST/HST and PST), or applied to amounts owed in respect of such Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Obligor or any other Person directly or indirectly liable for the payment of such Pool Receivable and available to be applied thereon), (b) all Deemed Collections and (c) all other proceeds of such Pool Receivable; it being understood and agreed that, Monetized Receivable Collections do not constitute Collections.

“Commitment” means, with respect to any Related Committed Lender, LC Participant or LC Bank, as applicable, the maximum aggregate amount which such Lender is obligated to pay hereunder on account of all Funded Loans and all drawings under all Letters of Credit, on a combined basis, as set forth on Schedule III or in the Assumption Agreement or other agreement pursuant to which it became a Lender, as such amount may be modified in connection with any subsequent assignment pursuant to Section 6.3(c) or in connection with a change in the Facility Limit pursuant to Section 1.1(c) of the Agreement.  For the avoidance of doubt, in no event shall the sum of the aggregate Commitments of all Lenders in a Group exceed such Group’s Group Commitment.

“Commitment Percentage” means, for each Related Committed Lender or Related LC Participant in a Group, the Commitment of such Related Committed Lender or Related LC Participant, as the case may be, divided by the total of all Commitments of all Related Committed Lenders or Related LC Participants, as the case may be, in such Group.

“Company Note” has the meaning set forth in Section 3.1 of the applicable Sale Agreement.

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“Concentration Percentage” means (a) except as provided in clause (b) below, (i) for any Group A Obligor, 12%, (ii) for any Group B Obligor, 10%, (iii) for any Group C Obligor, 8% and (iv) for any Group D Obligor, 4% and (b) for each Special Obligor, the percentage specified in the chart set forth on Annex H for such Special Obligor at such time.

“Conduit Lender” means each commercial paper conduit that is a party to this Agreement, as a Lender, or that becomes a party to this Agreement, as a lender pursuant to an Assumption Agreement or Transfer Supplement.

“Conforming Changes” means, with respect to CDOR, Daily Resetting Term SOFR Rate or Daily Simple SOFR or any Benchmark Replacement in relation thereto, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition 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, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrator decides may be appropriate to reflect the adoption and implementation of CDOR, the Daily Resetting Term SOFR Rate or Daily Simple SOFR or such Benchmark Replacement and to permit the administration thereof by the Administrator in  a manner substantially consistent with market practice (or, if the Administrator decides that adoption of any portion of such market practice is not administratively feasible or if the Administrator determines that no market practice for the administration of CDOR, the Daily Resetting Term SOFR Rate or Daily Simple SOFR or the Benchmark Replacement exists, in such other manner of administration as the Administrator decides is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Contract” means, with respect to any Receivable, any and all contracts, instruments, agreements, leases, invoices, notes or other writings pursuant to which such Receivable arises or that evidence such Receivable or under which an Obligor becomes or is obligated to make payment in respect of such Receivable.

“Coverage Percentage” means, at any time, a fraction (expressed as a percentage) and computed as follows:

Aggregate Capital + Aggregate Adjusted LC Participation Amount + Total Reserves
Adjusted Net Receivables Pool Balance

The Coverage Percentage shall be determined from time to time pursuant to Section 1.3 of this Agreement.

“Covered Entity” means (a) each Borrower, each Servicer, each Originator and each of CB’s Subsidiaries and (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above.  For purposes of this definition, control of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding equity

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interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.

“CP Rate” means, for any Conduit Lender and for any Interest Period for any Portion of Capital with respect to such Conduit Lender (a) with respect to any U.S. Dollar Capital, (i) the per annum rate equivalent to the weighted average cost (as determined by the applicable Group Agent and which shall include commissions of placement agents and dealers, incremental carrying costs incurred with respect to Notes of such Person maturing on dates other than those on which corresponding funds are received by such Conduit Lender, other borrowings by such Conduit Lender (other than under any Program Support Agreement) and any other costs associated with the issuance of Notes) of or related to the issuance of Notes that are allocated, in whole or in part, by the applicable Group Agent to fund or maintain such Portion of Capital (and which may be also allocated in part to the funding of other assets of such Conduit Lender); provided, however, that if any component of such rate is a discount rate, in calculating the “CP Rate” for such Portion of Capital for such Interest Period, the applicable Group Agent shall for such component use the rate resulting from converting such discount rate to an interest-bearing equivalent rate per annum; provided, further, that notwithstanding anything in this Agreement or the other Transaction Documents to the contrary, each Borrower agrees that any amounts payable to the Lenders in respect of Interest for any Interest Period with respect to any Portion of Capital funded by such Lender at the CP Rate shall include an amount equal to the portion of the face amount of the outstanding Notes issued to fund or maintain such Portion of Capital that corresponds to the portion of the proceeds of such Notes that was used to pay the interest component of maturing Notes issued to fund or maintain such Portion of Capital, to the extent that such Lender had not received payments of interest in respect of such interest component prior to the maturity date of such maturing Notes (for purposes of the foregoing, the “interest component” of Notes equals the excess of the face amount thereof over the net proceeds received by such Lender from the issuance of Notes, except that if such Notes are issued on an interest-bearing basis its “interest component” will equal the amount of interest accruing on such Notes through maturity) or (ii) any other rate designated as the “CP Rate” for such Conduit Lender in an Assumption Agreement or Transfer Supplement pursuant to which such Person becomes a party as a Conduit Lender to this Agreement, or any other writing or agreement provided by such Conduit Lender to each Borrower, each Servicer and the applicable Group Agent from time to time and, in each case, consented to as to the applicable “CP Rate” by each Borrower (such consent not to be unreasonably withheld or delayed) and (b) with respect to any Canadian Dollar Capital, CDOR.  The “CP Rate” for any day while an Event of Default exists shall be an interest rate equal to the greater of (x) 3% per annum above the Base Rate in effect on such day and (y) LMIRSOFR or CDOR, as applicable, on such day.

“Credit and Collection Policy” means, as the context may require, those receivables credit and collection policies and practices of each Originator and of CB in effect on the date of this Agreement and described in Schedule I to this Agreement, as modified in compliance with this Agreement.

“Credit Party” means each Lender, the LC Bank and the Administrator.

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“Daily Resetting Term SOFR Rate” shall mean, for any day, the interest rate per annum determined by the Administrator by dividing (the resulting quotient rounded upwards, at the Administrator’s discretion, to the nearest 1/100th of 1%) (A) the Term SOFR Reference Rate for a tenor of one month on such day (the “Term SOFR Determination Date”), as such rate is published by the Term SOFR Administrator, by (B) a number equal to 1.00 minus the SOFR Reserve Percentage.  If the Term SOFR Reference Rate for the applicable tenor has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the Term SOFR Determination Date, then the Daily Resetting Term SOFR Reference Rate, for purposes of clause (A) in the preceding sentence, shall be the Term SOFR Reference Rate for such tenor on the first Business Day preceding such Term SOFR Determination Date for which such Term SOFR Reference Rate for such tenor was published in accordance herewith, so long as such first preceding Business Day is not more than three (3) Business Days prior to such Term SOFR Determination Date.  If the Daily Resetting Term SOFR Rate, determined as provided above, would be less than the SOFR Floor, then the Daily Resetting Term SOFR Rate shall be deemed to be the SOFR Floor.

“Daily Resetting Term SOFR Rate Loan” means a Loan that bears interest based on the Daily Resetting Term SOFR Rate.

“Days’ Sales Outstanding” means, for any calendar month, an amount computed as of the last day of such calendar month equal to: (a) the average of the Outstanding Balance of all Managed Receivables as of the last day of each of the three most recent calendar months ended on the last day of such calendar month divided by (b)(i) the aggregate credit sales made by the Originators during the three calendar months ended on the last day of such calendar month divided by (ii) 90.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), the interest rate per annum determined by the Administrator by dividing (the resulting quotient rounded upwards, at the Administrator’s discretion, to the nearest 1/100th of 1%) (A) SOFR for the day (the “SOFR Determination Date”) that is 2 Business Days prior to (i) such SOFR Rate Day if such SOFR Rate Day is a Business Day or (ii) the Business Day immediately preceding such SOFR Rate Day if such SOFR Rate Day is not a Business Day, by (B) a number equal to 1.00 minus the SOFR Reserve Percentage, in each case, as such SOFR is published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source identified by the Federal Reserve Bank of New York or its successor administrator for the secured overnight financing rate from time to time. If Daily Simple SOFR as determined above would be less than the SOFR Floor, then Daily Simple SOFR shall be deemed to be the SOFR Floor.  If SOFR for any SOFR Determination Date has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the second Business Day immediately following such SOFR Determination Date, then SOFR for such SOFR Determination Date will be SOFR for the first Business Day preceding such SOFR Determination Date for which SOFR was published in accordance with the definition of “SOFR”; provided that SOFR determined pursuant to this sentence shall be used for purposes of calculating Daily Simple SOFR for no more than 3 consecutive SOFR Rate Days.  If and when Daily Simple SOFR as determined above changes, any applicable rate of interest based on Daily Simple SOFR will change automatically without notice to the Borrowers, effective on the date of any such change.

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“Debt” means: (a) indebtedness for borrowed money, (b) obligations evidenced by bonds, debentures, notes or other similar instruments, (c) obligations to pay the deferred purchase price of property or services purchased by an applicable Person (other than trade debt incurred in the ordinary course of business and due within six months of the incurrence thereof) which would appear as liabilities on a balance sheet of such Person, (d) obligations as lessee under leases that shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, and (e) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (a) through (d).

“Deemed Collections” has the meaning set forth in Section 1.4(e)(ii) of this Agreement.

“Default Ratio” means the ratio (expressed as a percentage and rounded to the nearest 1/100 of 1%) computed as of the last day of each calendar month by dividing: (a) the aggregate Outstanding Balance of all Managed Receivables that became Defaulted Receivables during such calendar month (other than Receivables that became Defaulted Receivables as a result of an Event of Bankruptcy with respect to the Obligor thereof during such month), by (b) the sum of (w) the aggregate initial Outstanding Balance of all Group A Receivables originated by the Originators during the calendar month that is five (5) calendar months before such calendar month, plus (x) the aggregate initial Outstanding Balance of all Group B Receivables originated by the Originators during the calendar month that is seven (7) calendar months before such calendar month, plus (y) the sum for each Designated Obligor of the aggregate initial Outstanding Balance of all Receivables, the Obligor of which is a Designated Obligor, originated by the Originators during the Designated Terms applicable to such Designated Obligor for purposes of this defined term.

“Defaulted Receivable” means a Receivable:

(a)as to which any payment, or part thereof, remains unpaid for more than (i) with respect to a Group A Receivable, one hundred and fifty (150) days from the original invoice date of such Receivable, (ii) with respect to a Group B Receivable, two hundred eleven (211) days and (iii) with respect to a Receivable, the Obligor of which is a Designated Obligor, the Designated Terms applicable to such Designated Obligor for purposes of this defined term, or

(b)without duplication (i) as to which an Event of Bankruptcy shall have occurred with respect to the Obligor thereof or any other Person obligated thereon or owning any Related Security with respect thereto or (ii) that has been written off each Borrower’s books as uncollectible.

“Delinquency Ratio” means the ratio (expressed as a percentage and rounded to the nearest 1/100 of 1%, with 5/1000th of 1% rounded upward) computed as of the last day of each calendar month by dividing: (a) the aggregate Outstanding Balance of all Managed Receivables that were Delinquent Receivables on such day by (b) the aggregate Outstanding Balance of all Managed Receivables on such day.

“Delinquent Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for more than (a) solely with respect to a Receivable, the Obligor of which is a

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Designated Obligor, the Designated Terms applicable to such Designated Obligor for purposes of this defined term, (b) with respect to any Receivable (other than a Receivable, the Obligor of which is a Designated Obligor) that has a stated maturity which is less than ninety-one (91) days after the original invoice date of such Receivable, one hundred and twenty (120) days from the original invoice date of such Receivable and (c) with respect to any Receivable (other than a Receivable, the Obligor of which is a Designated Obligor) that has a stated maturity which is ninety-one (91) or more days after the original invoice date of such Receivable, one hundred and fifty (150) days from the original invoice date of such Receivable.

“Designated Obligor” means each Obligor designated as a Designated Obligor from time to time on Annex I, as such Annex I is supplemented from time to time in writing to add or remove Designated Obligors and adjust any Designated Terms relating thereto, and, in each case, as such supplement is consented to in writing (including, without limitation, email communications) by each Borrower, each Servicer, the Administrator, the LC Bank and each Lender.  In the event that any other Obligor is or becomes an Affiliate of a Designated Obligor, the applicable Designated Terms set forth on Annex I shall apply to both such Obligor and such Designated Obligor and shall be calculated as if such Obligor and such Designated Obligor were a single Obligor.

“Designated Terms” means the terms set forth on Annex I as applicable to a Designated Obligor with respect to certain defined terms set forth on Schedule I; provided that if no Designated Term is provided with respect to any defined term for such Obligor or if the conditions, if any, to any Designated Term are not satisfied, such Designated Terms shall not be applicable to such Designated Obligor for purposes of such defined term.

“Dilution Horizon” means, for any calendar month, the ratio (expressed as a percentage and rounded to the nearest 1/100th of 1%) computed as of the last day of such calendar month of: (a) the aggregate credit sales made by all the Originators during the two most recent calendar months, to (b) the Net Receivables Pool Balance at the last day of such calendar month. Within thirty (30) days of the completion and the receipt by the Administrator of the results of any annual audit or field exam of the Receivables and the servicing and origination practices of the Servicers and the Originators, the numerator of the Dilution Horizon may be adjusted by the Administrator upon not less than five (5) Business Days’ notice to the Servicer to reflect such number of Fiscal Months as the Administrator reasonably believes best reflects the business practices of the Servicers and the Originators and the actual amount of dilution and Deemed Collections that occur with respect to Pool Receivables based on the weighted average dilution lag calculation completed as part of such audit or field exam.

“Dilution Ratio” means the ratio (expressed as a percentage and rounded to the nearest 1/100th of 1%, with 5/1000th of 1% rounded upward), computed as of the last day of each calendar month by dividing: (a) the aggregate amount of payments made or owed by any Borrower pursuant to Section 1.4(e)(i) of this Agreement or by the U.S. Borrower, as seller, under Section 5 of the Receivables Purchase Agreement during such calendar month by (b) the aggregate credit sales made by all the Originators during the calendar month that is one month prior to such calendar month.

“Dilution Reserve” means, on any day, an amount equal to: (a) the sum of the Aggregate Capital plus the Aggregate Adjusted LC Participation Amount at the close of business of each

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Servicer on such day multipliedby (b) (i) the Dilution Reserve Percentage on such day, divided by (ii) 100% minus the Dilution Reserve Percentage on such day.

“Dilution Reserve (Monetized Receivables)” means, on any day, an amount equal to: (a) the aggregate Outstanding Balance of Monetized Receivables at the close of business of each Servicer on such day multiplied by (b) (i) the Dilution Reserve Percentage on such day, divided by (ii) 100% minus the Dilution Reserve Percentage on such day.

“Dilution Reserve Percentage” means on any date, the product of (i) the Dilution Horizon multiplied by (ii) the sum of (x) 2.25 times the average of the Dilution Ratios for the twelve (12) most recent calendar months and (y) the Dilution Spike Factor.

“Dilution Spike Factor” means, for any calendar month, the product of (a) the positive difference, if any, between: (i) the highest Dilution Ratio for any calendar month during the twelve (12) most recent calendar months and (ii) the arithmetic average of the Dilution Ratios for such twelve (12) months and (b) (i) the highest Dilution Ratio for any calendar month during the twelve (12) most recent calendar months, divided by (ii) the arithmetic average of the Dilution Ratios for such twelve months.

“Drawing Date” has the meaning set forth in Section 1.14(a) of the Agreement.

“DSO Trigger” has the meaning set forth on Annex J, as such Annex J is supplemented from time to time in writing and as such supplement is consented to in writing (including, without limitation, email communications) by each Borrower, each Servicer, the Administrator, the LC Bank and each Lender.

“Eligible Canadian Governmental Entity” means any Governmental Entity in Canada that is not an Ineligible Canadian Governmental Entity.

“Eligible Receivable” means, at any time, a Pool Receivable:

(a)the Obligor of which (i) is organized under the laws of the United States (or a subdivision thereof) or the laws of Canada or any province or territory of Canada, (ii) is not subject to any action of the type described in paragraph (f) of Exhibit V to this Agreement, (iii) is not an Affiliate (other than an officer, director or other natural Person) of CB, Servicers or any Affiliate (other than an officer, director or other natural Person) of CB, as applicable, (iv) is not a Sanctioned Person or not a resident of a Sanctioned Country and (v) is not an Ineligible Canadian Governmental Entity,

(b)that is denominated and payable (x) if a U.S. Originator Receivable, only in U.S. Dollars in the United States, and (except in the case of a Pool Receivable generated in connection with any Payment-on-Delivery Transaction) the Obligor with respect to which has been instructed in writing by any Servicer, each Borrower, the applicable Originator or the applicable Sub-Servicer, if any, in accordance with Sections 1(f) and 2(f) of Exhibit IV to remit Collections in respect thereof to a Lock-Box Account in the United States of America (provided that such Obligor may make an On-Site Payment notwithstanding such instruction) or (y) if a Canadian Originator Receivable, only in Canadian Dollars or U.S. Dollars to a Canadian Originator at a Lock-Box Account,

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(c)that does not have a stated maturity which is more than one-hundred-twenty (120) days after the original invoice date of such Receivable; provided that in the case of Pool Receivables the Obligor of which is a Designated Obligor, (i) an Eligible Receivable means a Pool Receivable that does not have a stated maturity which is more than the Designated Terms applicable to such Designated Obligor for purposes of this defined term and (ii) such Pool Receivable meets each of the other criteria set forth in this definition,

(d)that arises under a duly authorized Contract for the sale and delivery of goods and services in the ordinary course of any Originator’s business,

(e)that arises under a duly authorized Contract that is in full force and effect and that is a legal, valid and binding obligation of the related Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law,

(f)that conforms in all material respects with all applicable laws, rulings and regulations in effect,

(g)that is not the subject of any asserted dispute, offset, hold back, defense, Adverse Claim (other than Permitted Adverse Claims) or other claim, but any such Pool Receivable shall be ineligible only to the extent of such dispute, offset, hold back, defense, Adverse Claim (other than Permitted Adverse Claims) or other claim,

(h)that satisfies in all material respects all applicable requirements of the applicable Credit and Collection Policy,

(i)that has not been modified, waived or restructured since its creation, except as permitted pursuant to Section 4.2 of this Agreement,

(j)in which any Borrower owns good and marketable title, free and clear of any Adverse Claims other than Permitted Adverse Claims, and that is freely assignable by such Borrower (including without any consent of the related Obligor),

(k)for which the Administrator (for the benefit of each Lender) shall have a valid and enforceable first priority perfected security interest therein and in the Related Security and Collections with respect thereto, in each case free and clear of any Adverse Claim other than Permitted Adverse Claims,

(l)that constitutes an “account”, “general intangible” or “tangible chattel paper”, each as defined in the UCC, or, in the case of a Pool Receivable purchased by or contributed to the Canadian Borrower pursuant to the Canadian Sale Agreement, an “account”, “intangible” or “chattel paper” within the meaning of the PPSA,

(m)that is not a Defaulted Receivable or a Delinquent Receivable,

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(n)(i) for which none of the Originator thereof, any Borrower and any Servicer has established any offset arrangements with the related Obligor and (ii) for which payments thereunder are free and clear of any withholding Taxes,

(o)for which Defaulted Receivables of the related Obligor do not exceed 50% of the Outstanding Balance of all such Obligor’s Receivables,

(p)that represents amounts that are either (i) earned and payable by the Obligor that are not subject to the performance of additional services by the Originator thereof or (ii) so long as (A) CBT’s senior unsecured debt rating is “B” or better from Standard & Poor’s and “B2” or better from Moody’s and (B) the Federal Communications Commission has not released a CBT Public Notice, a receivable billed to the Obligor for a service to be provided during the immediate subsequent billing period; provided, however, that a Receivable that is an FOB Receivable and that otherwise satisfies all the other criteria set forth in this definition shall not be deemed to be ineligible due to this clause (p) if such Receivable’s failure to satisfy the requirement set forth in this clause (p) arises solely due to such Receivable’s status as an FOB Receivable,

(q)(i) [reserved] and (ii) either (A) the invoice with respect thereto has been sent to the Obligor thereof or (B) that is an Eligible Unbilled Receivable,

(r)[reserved], and

(s)that neither currently is a Monetized Receivable nor previously was a Monetized Receivable.

“Eligible Unbilled Receivable” means, at any time, any Receivables (which may include CBTS Lease Receivables) as to which (a) the invoice or bill with respect thereto has not yet been sent to the Obligor thereof and (b) any Originator with respect thereto has accrued the related revenue on its financial statements under GAAP.

“Equipment Lessor’s Lien” means a Lien in favor of a third-party equipment lessor under a lease agreement covering equipment or software leased by CBTS in connection with the provision of goods or services to an Obligor which provision of goods and services includes such equipment or software.

“Equity Investments” has the meaning set forth in Section 3(a) of Exhibit IV of this Agreement.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute of similar import, together with the regulations thereunder, in each case as in effect from time to time.  References to sections of ERISA also refer to any successor sections.

“ERISA Affiliate” means: (a) any corporation that is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Internal Revenue Code) as any Borrower, any Originator or CB, (b) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Internal Revenue Code) with any Borrower, any Originator or CB, or (c) a member of the same affiliated service group (within the

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meaning of Section 414(m) of the Internal Revenue Code) as any Borrower, any Originator, any corporation described in clause (a) or any trade or business described in clause (b).

“ETA” means Part IX of the Excise Tax Act (Canada).

“Euro-Rate” means with respect to any Interest Period, the greater of (a) 0.00% and (b) the interest rate per annum determined by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the rate per annum for deposits in U.S. Dollars as reported by Bloomberg Finance L.P.  and shown on US0001M Screen as the composite offered rate for London interbank deposits for such period (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrator from time to time for purposes of providing quotations of interest rates applicable to U.S. Dollar deposits in the London interbank market) at or about 11:00 a.m.  (London time) on the Business Day which is two (2) Business Days prior to the first day of such Interest Period for an amount comparable to the Portion of Capital to be funded at the Alternate Rate determined by reference to the Euro-Rate during such Interest Period by (ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage.  The Euro-Rate may also be expressed by the following formula:

Composite of London interbank offered rates shown on Bloomberg Finance L.P.  Screen US0001M or appropriate successor

Euro-Rate =

1.00 - Euro-Rate Reserve Percentage

where “Euro-Rate Reserve Percentage” means, the maximum effective percentage in effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including without limitation, supplemental, marginal, and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”).  The Euro-Rate shall be adjusted with respect to any Portion of Capital funded at the Alternate Rate determined by reference to the Euro-Rate that is outstanding on the effective date of any change in the Euro-Rate Reserve Percentage as of such effective date.  The applicable Group Agent shall give prompt notice to the applicable Borrower of the Euro-Rate as determined or adjusted in accordance herewith (which determination shall be conclusive absent manifest error).

“Event of Bankruptcy” means (a) any case, action or proceeding before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up, arrangement, adjustment, protection or relief of debtors or (b) any general assignment for the benefit of creditors of a Person or any composition, marshalling of assets for creditors of a Person, or other similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each of cases (a) and (b) undertaken under U.S. Federal, state or foreign law, including the Bankruptcy Code or any other Applicable Law relating to bankruptcy, insolvency, reorganization, incorporation law or relief of debtors, including any plan of compromise or arrangement or other similar corporate proceeding involving or affecting its creditors.

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“Event of Default” has the meaning specified in Exhibit V to this Agreement.

“Excess Concentration” means, without duplication, the sum of the following amounts:

(i)the sum of the amounts by which the Outstanding Balance of Eligible Receivables of each Obligor then in the Receivables Pool exceeds an amount equal to: (a) the applicable Concentration Percentage for such Obligor, multiplied by (b) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool; plus

(ii)the amount by which the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool which were billed to an Obligor for a service to be provided during the immediate subsequent billing period exceeds 16% of the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool; plus

(iii)the amount by which the aggregate Outstanding Balance of all Eligible Unbilled Receivables then in the Receivables Pool exceeds 20% of the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool; plus

(iv)the amount by which the aggregate Outstanding Balance of Eligible Receivables (other than Receivables the Obligor of which is an Excluded Designated Obligor) that have a stated maturity which is more than sixty (60) days and less than ninety-one (91) days after the original invoice date of such Receivable then in the Receivables Pool exceeds 20% (or, upon five (5) days’ notice, such other percentage threshold as may be agreed upon in writing by the Administrator, each Purchaser Agent and each Borrower) of the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool; plus

(v)the amount (if any) by which the FOB Destination Accrual exceeds 1% of the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool; plus

(vi)the amount by which the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool the Obligor for which is a U.S. Federal Governmental Entity exceeds 5% of the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool; plus

(vii)the amount by which the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool the Obligor for which is an Eligible Canadian Governmental Entity exceeds 6% of the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool; plus

(viii)the amount by which the aggregate Outstanding Balance of Eligible Receivables (other than Receivables the Obligor of which is an Excluded Designated Obligor) that have a stated maturity which is more than ninety (90) days after the original invoice date of such Receivable then in the Receivables Pool exceeds 2.5% (or, upon five (5) days’ notice, such other percentage threshold as may be agreed upon in writing by the Administrator, each Purchaser Agent and each Borrower) of the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended or otherwise modified from time to time.

“Excluded Designated Obligor” means an Obligor, the Designated Terms for which indicate such Obligor’s Receivables shall be excluded from clause (iv) of the definition of Excess Concentration.

“Excluded Receivable” means any Receivable (as defined without giving effect to the proviso to the definition thereof): (i) which is an Assigned Long-Term Receivable; or (ii) is originated by (a) CBTS and billed on the SunTel Q360 billing platform acquired by CBTS through the merger of SunTel Services LLC with and into CBTS on December 31, 2017 or (b) any Originator and billed on a billing system or ledger identified by the Servicers in writing to the Administrator (any such identified billing system or ledger, a “Subject Ledger”); provided that CB will (x) provide 30 days’ prior written notice to the Administrator that notifies the Administrator that any billing system or ledger will be designated as a Subject Ledger and (y) from time to time, upon the reasonable request of the Administrator, provide the Administrator with a then current list of Excluded Receivables; provided, however, that the Excluded Receivables relating to Subject Ledgers shall not, at any one time, have an aggregate fair market value in excess of $25,000,000; provided further, that in the event CB determines that any or all Excluded Receivables identified on a Subject Ledger no longer need to be excluded from the sale to the Company, CB will provide written notice to the Administrator identifying such Excluded Receivables and stating that such Excluded Receivables shall no longer be classified as Excluded Receivables, in which case, upon the Administrator’s and each Group Agent’s written consent, any such Receivables shall then be sold on a date to be mutually agreed upon following the delivery of such notice.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to an Affected Person or required to be withheld or deducted from a payment to an Affected Person: (a) overall net income (however denominated), franchise taxes and branch profits taxes, in each case, (i) imposed on the Person receiving such payment by such Borrower hereunder by the jurisdiction under whose laws such Person is organized, the jurisdiction of such Person’s principal place of business or the jurisdiction in which such Person funds or maintains the Loan, or any political subdivision thereof, or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in such Loan or Commitment (other than pursuant to a Lender replacement under Section 1.24(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 1.10, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in such Loan or Commitment or to such Lender immediately before it changed its lending office, (c) any Tax to the extent such Tax is attributable to any Lender’s failure to comply with Section 1.10(c) and (d) any U.S. Federal withholding Taxes imposed under FATCA.

“Exiting Lender” has the meaning set forth in Section 1.23 of this Agreement.

“Facility Limit” means $215,000,000, as such amount may be reduced pursuant to Section 1.1(c) of this Agreement or otherwise in connection with any Exiting Lender.  References

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to the unused portion of the Facility Limit shall mean, at any time, the Facility Limit minus the sum of the then outstanding Aggregate Capital plus the Aggregate LC Participation Amount.

“Facility Termination Date” means, with respect to any Lender, the earliest to occur of: (a) June 30, 2024, (b) the date determined pursuant to Section 2.2 of this Agreement, (c) the date the Facility Limit reduces to zero pursuant to Section 1.1(c) of this Agreement, (d) the date which is thirty (30) days after the date on which the Administrator and each Group Agent has received written notice from any Borrower of its election to terminate this facility pursuant to Section 1.1(c) and (e) the Scheduled Termination Date.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal functions.

“Fee Letter” has the meaning set forth in Section 1.5 of this Agreement.

“Fees” means the fees payable by each Borrower to each member of each Group pursuant to the applicable Group Fee Letter.

“Final Maturity Date” means the date that (i) is one hundred and eighty (180) days following the Scheduled Termination Date or (ii) such earlier date on which the Loans become due and payable pursuant to Exhibit V.

“Final Payout Date” means the date on or after the Facility Termination Date on which (a) the Facility Limit and all Commitments have been reduced to zero ($0), (b) the Aggregate Capital has been reduced to zero ($0), (c) all Interest has been paid in full, (d) all accrued Fees have been paid in full, (v) the Aggregate Adjusted LC Participation Amount has been reduced to zero ($0) and no Letters of Credit issued hereunder remain outstanding and undrawn (unless backstopped or cash-collateralized in a manner agreed to in writing by the LC Bank and the Majority Group Agents in their sole and absolute discretion), (e) all other amounts owing by any Borrower or any Servicer to the Administrator, the Group Agents, the Lenders, the Indemnified Parties and the other Affected Persons hereunder and under the other Transaction Documents have been paid in full and (f) all other amounts owing by U.S. Borrower or U.S. Servicer to the Receivables Buyer under the Monetization Documents have been paid in full.

“FOB Destination Accrual” means at any time the amount, determined as of the most recent calendar quarter ended, of reserves, accruals or liabilities set forth on the books and records of each Originator related to FOB Receivables.

“FOB Receivables” means a Receivable for which the goods giving rise to such Receivable have been shipped to, but have not yet been received by, the related Obligor, and for which the title to or risk of loss has not yet passed to such Obligor.

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“Foreign Currency Shortfall Amount” means, at any time, the sum of (a) an amount equal to the positive excess, if any, of (i) the U.S. Dollar Equivalent amount of the sum of the aggregate amount of Canadian Dollar Capital plus the Canadian Dollar LC Participation Amount, over (ii) the Canadian Dollar Support Amount, plus (b) an amount equal to the positive excess, if any, of (i) the U.S. Dollar Capital plus the U.S. Dollar LC Participation Amount, over (ii) the U.S. Dollar Support Amount.

“Foreign Lender” means (a) with respect to the U.S. Borrower, a Lender that is not a U.S. Person and (b) with respect to the Canadian Borrower, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Canadian Borrower is resident for Tax purposes.

“Funded Loan” means (a) a Loan that is made pursuant to Section 1.2(b) and (b) a Participation Advance made by an LC Participant pursuant to Section 1.14(b).

“GAAP” means, (a) in the case of the U.S. Borrower or any U.S. Servicer or U.S. Originator, the generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, as in effect on the Closing Date and (b) in the case of the Canadian Borrower or any Canadian Servicer or Canadian Originator, the generally accepted accounting principles and practices in Canada, consistently applied.  Notwithstanding the foregoing, the U.S. Borrower, the U.S. Servicer and the U.S. Originator, or the Canadian Borrower, the Canadian Servicer and Canadian Originator, shall be entitled to adopt and apply, at their sole election, changes to their respective definition of “GAAP” after the Closing Date.

“General Electric Companies” means, collectively, General Electric Company and its subsidiaries.

“General Electric Company” means General Electric Company, a New York Corporation.

“Governmental Acts” shall have the meaning set forth in Section 1.19 of this Agreement.

“Governmental Authority” means any nation or government, any state, province, territory or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any court, and any Person owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

“Governmental Entity” means any nation or government, any state, province or territory or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any agency, authority, instrumentality, body or entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, including any court and any supra-national bodies such as the European Union or the European Central Bank.

“Group” means, (i) for any Conduit Lender, such Conduit Lender, together with such Conduit Lender’s Related Committed Lenders, related Group Agent and Related LC Participants,

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(ii) for Regions, Regions, as a Group Agent, a Related Committed Lender and an LC Participant and (iii) for PNC, PNC, as a Group Agent, a Related Committed Lender and an LC Participant and PNC Bank Canada Branch, as a Lender.

“Group A Obligor” means any Obligor (or its parent or majority owner, as applicable, if such Obligor is not rated) with a short-term rating of at least: (a) “A-1” by Standard & Poor’s, or if such Obligor does not have a short-term rating from Standard & Poor’s, a rating of “A+” or better by Standard & Poor’s on such Obligor’s, its parent’s, or its majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt securities, and (b) “P-1” by Moody’s, or if such Obligor does not have a short-term rating from Moody’s, “Al” or better by Moody’s on such Obligor’s, its parent’s or its majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt securities; provided that if an Obligor (or its parent or majority owner, as applicable, if such Obligor is not rated) is rated by only one of such rating agencies, then such Obligor will be a “Group A Obligor” if it (or its parent or majority owner, as applicable) satisfies either clause (a) or (b) above.  Notwithstanding the foregoing, any Obligor that is a Subsidiary of an Obligor that satisfies the definition of “Group A Obligor” shall be deemed to be a Group A Obligor and shall be aggregated with the Obligor that satisfies such definition for the purposes of determining the “Minimum Loss Reserve Percentage” and clause (i) of the definition of “Excess Concentration” for such Obligors, unless such deemed Obligor separately satisfies the definition of “Group A Obligor”, “Group B Obligor” or “Group C Obligor”, in which case such Obligor shall be separately treated as a Group A Obligor, a Group B Obligor or a Group C Obligor, as the case may be, and shall be aggregated and combined for such purposes with any of its Subsidiaries that are Obligors.

“Group A Receivable” means a Receivable, the Obligor of which is not a Designated Obligor and (b) which is not a Group B Receivable.

“Group Agent” means each Person acting as agent on behalf of a Group and designated as a Group Agent for such Group on the signature pages to this Agreement or any other Person who becomes a party to this Agreement as a Group Agent pursuant to an Assumption Agreement or a Transfer Supplement.

“Group B Obligor” means an Obligor (or its parent or majority owner, as applicable, if such Obligor is not rated) that is not a Group A Obligor, with a short-term rating of at least: (a) “A-2” by Standard & Poor’s, or if such Obligor does not have a short-term rating from Standard & Poor’s, a rating of “BBB+” to “A” by Standard & Poor’s on such Obligor’s, its parent’s or its majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt securities, and (b) “P-2” by Moody’s, or if such Obligor does not have a short-term rating from Moody’s, “Baal” to “A2” by Moody’s on such Obligor’s, its parent’s or its majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt securities; provided that if an Obligor (or its parent or majority owner, as applicable, if such Obligor is not rated) is rated by only one of such rating agencies, then such Obligor will be a “Group B Obligor” if it (or its parent or majority owner, as applicable) satisfies either clause (a) or (b) above.  Notwithstanding the foregoing, any Obligor that is a Subsidiary of an Obligor that satisfies the definition of “Group B Obligor” shall be deemed to be a Group B Obligor and shall be aggregated with the Obligor that satisfies such definition for the purposes of determining the “Minimum Loss Reserve Percentage” and clause (i) of the definition of “Excess Concentration” for such Obligors, unless such deemed

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Obligor separately satisfies the definition of “Group A Obligor”, “Group B Obligor” or “Group C Obligor”, in which case such Obligor shall be separately treated as a Group A Obligor, a Group B Obligor or a Group C Obligor, as the case may be, and shall be aggregated and combined for such purposes with any of its Subsidiaries that are Obligors.

“Group B Receivable” means a Receivable, (a) the Obligor of which is not a Designated Obligor and (b) which is (x) aged on the “Great Plains” billing system (or such other billing system approved in writing from time to time by the Administrator) or (y) the originator of which is a Legacy Hawaiian Telecom Originator.

“Group C Obligor” means an Obligor (or its parent or majority owner, as applicable, if such Obligor is not rated) that is not a Group A Obligor or a Group B Obligor, with a short-term rating of at least: (a) “A-3” by Standard & Poor’s, or if such Obligor does not have a short-term rating from Standard & Poor’s, a rating of “BBB-” to “BBB” by Standard & Poor’s on such Obligor’s, its parent’s or it’s majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt securities, and (b) “P-3” by Moody’s, or if such Obligor does not have a short-term rating from Moody’s, “Baa3” to “Baa2” by Moody’s on such Obligor’s, its parent’s or its majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt securities; provided that if an Obligor (or its parent or majority owner, as applicable, if such Obligor is not rated) is rated by only one of such rating agencies, then such Obligor will be a “Group C Obligor” if it (or its parent or majority owner, as applicable) satisfies either clause (a) or (b) above.  Notwithstanding the foregoing, any Obligor that is a Subsidiary of an Obligor that satisfies the definition of “Group C Obligor” shall be deemed to be a Group C Obligor and shall be aggregated with the Obligor that satisfies such definition for the purposes of determining the “Minimum Loss Reserve Percentage” and clause (i) of the definition of “Excess Concentration” for such Obligors, unless such deemed Obligor separately satisfies the definition of “Group A Obligor”, “Group B Obligor” or “Group C Obligor”, in which case such Obligor shall be separately treated as a Group A Obligor, a Group B Obligor or a Group C Obligor, as the case may be, and shall be aggregated and combined for such purposes with any of its Subsidiaries that are Obligors.

“Group Capital” means with respect to any Group, an amount equal to the aggregate of all Capital of the Lenders within such Group.

“Group Commitment” means with respect to any Group the aggregate of the Commitments of each Lender within such Group.  References to the unused portion of a Group’s Group Commitment shall mean, at any time, the excess, if any, of (a) such Group’s Group Commitment, over (b) the sum of (i) the U.S. Dollar Equivalent of the amount of the then outstanding Capital of each Lender in such Group, plus (ii) such Group’s Related LC Participant’s Ratable Share of the Aggregate LC Participation Amount.

“Group D Obligor” means any Obligor that is not a Group A Obligor, Group B Obligor or Group C Obligor.

“Group Fee Letter” has the meaning set forth in Section 1.5 of this Agreement.

“GST/HST” means the goods and services tax and harmonized sales tax imposed under the ETA and the Quebec sales tax imposed under An Act respecting the Quebec sales tax.

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“Imputed Advance Rate” means, at any time of determination, the ratio (expressed as a percentage) of (a) an amount equal to the excess, if any, of (i) the Net Receivables Pool Balance, over (ii) Total Reserves; to (b) the aggregate Outstanding Balance of Eligible Receivables.

“Indemnified Amounts” has the meaning set forth in Section 3.1 of this Agreement.

“Indemnified Party” has the meaning set forth in Section 3.1 of this Agreement.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Transaction Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Independent Director” has the meaning set forth in paragraph 3(c) of Exhibit IV to this Agreement.

“Ineligible Canadian Governmental Entity” means (a) the federal government of Canada or any provincial or territorial government or any agency thereof or any crown corporation established thereby if the validity or effectiveness against such government, agency or crown corporation of a security interest in, or a transfer of, debts owing thereby is subject to any pre-condition which has not been fulfilled (but, for greater certainty and subject to clause (b) of this definition, not where a failure to fulfill such pre-condition results solely in the security interest or transfer not being binding on the applicable Governmental Entity), or (b) any Governmental Entity in Canada that is designated as an Ineligible Canadian Governmental Entity from time to time by the Administrator (in its sole discretion) in writing to Borrowers.  As of the date hereof, each of the federal government of Canada, the governments of the Province of Manitoba, the Province of New Brunswick and Yukon Territory, any agency thereof and any crown corporation established thereby is an Ineligible Canadian Governmental Entity pursuant to clause (a) of this definition.

“Information Package” means each Monthly Report and Weekly Report.

“Insolvency Proceeding” means: (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up, arrangement, adjustment, protection or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other similar arrangement in respect of its creditors generally or any substantial portion of its creditors, in each case undertaken under U.S. Federal, state or foreign law, including the Bankruptcy Code or any other Applicable Law relating to bankruptcy, insolvency, reorganization, incorporation law or relief of debtors, including any plan of compromise or arrangement or other similar corporate proceeding involving or affecting its creditors.

“Intended Tax Treatment” has the meaning set forth in Section 6.23 of this Agreement.

“Interest” means with respect to any Lender:

(a)for any Portion of Capital for any Interest Period with respect to any Lender to the extent such Portion of Capital will be funded by such Lender during such Interest Period through the issuance of Notes:

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CPR x C x ED/360 + YPF

(b)for any Portion of Capital for any Interest Period with respect to any Lender to the extent such Portion of Capital will not be funded by such Lender during such Interest Period through the issuance of Notes:

AR x C x ED/Year + YPF

where:

AR = the Alternate Rate for such Portion of Capital for such Interest Period with respect to such Lender,

C =the Capital with respect to such Portion of Capital during such Interest Period with respect to such Lender,

CPR =the CP Rate for the Portion of Capital for such Interest Period with respect to such Lender,

ED =the actual number of days during such Interest Period,

Year =if such Portion of Capital is funded based upon: (i) the Euro-RateCDOR or LMIRSOFR, three hundred and sixty (360) days, and (ii) the Base Rate, three hundred and sixty-five (365) or three hundred and sixty-six (366) days, as applicable, and

YPF =the Yield Protection Fee, if any, for the Portion of Capital for such Interest Period with respect to such Lender; provided that no provision of this Agreement shall require the payment or permit the collection of Interest in excess of the maximum permitted by applicable law; and provided further, that Interest for any Portion of Capital shall not be considered paid by any distribution to the extent that at any time all or a portion of such distribution is rescinded or must otherwise be returned for any reason.

“Interest Period” means (a) with respect to any Portion of Capital funded by the issuance of Notes, (i) initially the period commencing on (and including) the date of the initial Loan or funding of such Portion of Capital and ending on (but not including) the next occurring Settlement Date, and (ii) thereafter, each period commencing on (and including) the first day after the last day of the immediately preceding Interest Period for such Portion of Capital and ending on (but not including) the next occurring Settlement Date; and (b) with respect to any Portion of Capital not funded by the issuance of Notes (i) initially the period commencing on (and including) the date of the initial Loan or funding of such Portion of Capital and ending such number of days later (including a period of one day) as each Borrower shall select, and (ii) thereafter, each period commencing on the last day of the immediately preceding Interest Period for such Portion of Capital and ending such number of days later (including a period of one (1) day) as such Borrower shall select; provided that

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(i)any Interest Period (other than of one (1) day) which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day; provided, however, if Interest in respect of such Interest Period is computed by reference to the Euro-Rate, CDOR or LMIRSOFR, and such Interest Period would otherwise end on a day which is not a Business Day, and there is no subsequent Business Day in the same calendar month as such day, such Interest Period shall end on the next preceding Business Day;

(ii)in the case of any Interest Period of one (1) day, (A) if such Interest Period is the initial Interest Period for a Loan hereunder, such Interest Period shall be the day of such Loan, (B) any subsequently occurring Interest Period which is one day shall, if the immediately preceding Interest Period is more than one day, be the last day of such immediately preceding Interest Period, and, if the immediately preceding Interest Period is one day, be the day next following such immediately preceding Interest Period and (C) if such Interest Period occurs on a day immediately preceding a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day; and

(iii)in the case of any Interest Period for any Portion of Capital which commences before the Facility Termination Date and would otherwise end on a date occurring after the Facility Termination Date, such Interest Period shall end on such Facility Termination Date and the duration of each Interest Period which commences on or after the Facility Termination Date shall be of such duration as shall be selected by the Administrator (with the consent or at the direction of the applicable Group Agent).

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute of similar import, together with the regulations thereunder, in each case as in effect from time to time.  References to sections of the Internal Revenue Code also refer to any successor sections.

“IRS” means the United States Internal Revenue Service.

“LC Bank” means PNC or PNC Bank Canada Branch, as the context so requires.

“LC Collateral Account” means each account designated as an LC Collateral Account established and maintained by the Administrator (for the benefit of the LC Bank and the LC Participants), or such other account(s) as may be so designated as such by the Administrator.

“LC Fee Expectation” has the meaning set forth in Section 1.15(c) of the Agreement.

“LC Participant” means each Person listed as such for each Group as set forth on the signature pages of this Agreement or in any Assumption Agreement or Transfer Supplement.

“LC Participant Reimbursement Date” has the meaning set forth in Section 1.14 of the Agreement.

“LC Participation Amount” means at any time of determination, and with respect to any currency, the sum of the amounts then available to be drawn under all outstanding Letters of Credit denominated in such currency.

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“LCR Security” means any commercial paper or security (other than equity securities issued to CB or any Originator that is a consolidated subsidiary of CB under GAAP) within the meaning of Paragraph __.32(e)(viii) of the final rules titled Liquidity Coverage Ratio: Liquidity Risk Measurement Standards, 79 Fed.  Reg.  197, 61440 et seq.  (October 10, 2014).

“Legacy Cincinnati Bell Originator” means each Originator that is not a Legacy Hawaiian Telecom Originator.

“Legacy Hawaiian Telecom Originator” means each of Hawaiian Telcom Communications, Inc., a Delaware corporation, Hawaiian Telcom, Inc., a Hawaii corporation, Hawaiian Telcom Services Company, Inc., a Delaware corporation, Wavecom Solutions Corporation, a Hawaii corporation, and SystemMetrics Corporation, a Hawaii corporation.

“Lender” means each Conduit Lender, Related Committed Lender, LC Participant and the LC Bank, as applicable, and shall include PNC Bank Canada Branch.

“Letter of Credit” means any stand-by letter of credit issued by the LC Bank for the account of any Borrower pursuant to the Agreement.

“Letter of Credit Application” has the meaning set forth in Section 1.12 of the Agreement.

“Liquidity Agreement” means any agreement entered into in connection with this Agreement pursuant to which a Liquidity Provider agrees to make purchases or advances to, or purchase assets from, any Conduit Lender in order to provide liquidity for such Conduit Lender’s Loans.

“Liquidity Provider” means each bank or other financial institution that provides liquidity support to any Conduit Lender pursuant to the terms of a Liquidity Agreement.

“LMIR” means for any day during any Interest Period, the greater of (a) 0.00% and (b) the one-month Eurodollar rate for U.S. Dollar deposits as reported on the Reuters Screen LIBOR01 Page or any other page that may replace such page from time to time for the purpose of displaying offered rates of leading banks for London interbank deposits in U.S. Dollars, as of 11:00 a.m.  (London time) on such day, or if such day is not a Business Day, then the immediately preceding Business Day (or if not so reported, then as determined by the Administrator from another recognized source for interbank quotation), in each case, changing when and as such rate changes.

“LMIR Lender” means each Lender that so designates itself as such in writing to the Administrator and each Borrower, which designation may be revoked by such Lender at any time with written notice to the Administrator and each Borrower.  As of the Closing Date, PNC and Regions are LMIR Lenders.

“Loan” has the meaning set forth in Section 1.1(a) of this Agreement.

“Lock-Box Account” means each account and post office box listed on Schedule II to this Agreement and maintained at a bank, postal institution or other financial institution acting as a Lock-Box Bank pursuant to a Lock-Box Agreement for the purpose of receiving Collections.

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“Lock-Box Agreement” means an agreement, among each Borrower, the applicable Servicer, the Administrator and a Lock-Box Bank, governing the terms of the related Lock-Box Accounts.

“Lock-Box Bank” means any of the banks, postal institutions or other financial institutions holding one or more Lock-Box Accounts.

“Loss Reserve” means, on any date, an amount equal to: (a) the sum of the Aggregate Capital plus the Aggregate Adjusted LC Participation Amount at the close of business of each Servicer on such date multiplied by (b)(i) the Loss Reserve Percentage on such date divided by (ii) 1 minus the Loss Reserve Percentage on such date.

“Loss Reserve Percentage” means, on any date, a percentage equal to (i) the product of (A) 2.25 times the highest average of the Default Ratios for any three consecutive calendar months during the twelve most recent calendar months, multiplied by (B) the sum of (1) the aggregate initial Outstanding Balance of all Receivables originated by the Originators during the five most recent calendar months, plus (2) 0.10 multiplied by the aggregate initial Outstanding Balance of all Receivables, the Obligor of which is not a Designated Obligor, originated by the Originators during the sixth most recent calendar month, plus (3) the sum for each Designated Obligor of the aggregate initial Outstanding Balance of all Receivables, the Obligor of which is a Designated Obligor, originated by the Originators during the Designated Terms applicable to such Designated Obligor, divided by (ii) the Net Receivables Pool Balance as of such date.

“Majority Group Agents” means, at any time, the Group Agents which in their related Group have Related Committed Lenders whose Commitments aggregate more than 50% of the aggregate of the Commitments of all Related Committed Lenders in all Groups (or, if the Commitments have been terminated, have Related Committed Lenders representing more than 50% of the Aggregate Capital); provided, however, that so long as any one Related Committed Lender’s Commitment is greater than 50% of the aggregate Commitments (or, if the Commitments have been terminated, have Related Committed Lenders representing more than 50% of the Aggregate Capital) and there is more than one Group, then “Majority Group Agents” shall mean a minimum of two Group Agents which in their related Group have Related Committed Lenders whose Commitments aggregate more than 50% of the aggregate Commitment of all Related Committed Lenders in all Groups (or, if the Commitments have been terminated, have Related Committed Lenders representing more than 50% of the Aggregate Capital).

“Managed Receivables” means all Pool Receivables and all Monetized Receivables.

“Material Adverse Effect” means, relative to any Person with respect to any event or circumstance, a material adverse effect on:

(a)the assets, operations, business or financial condition of such Person,

(b)the ability of any of such Person to perform its obligations under this Agreement or any other Transaction Document to which it is a party,

(c)the validity or enforceability of any of the Transaction Documents, or the validity, enforceability or collectibility of the Pool Receivables, or

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(d)the status, perfection, enforceability or priority of the Administrator’s, any Lender’s or any Borrower’s interest in the Pool Assets.

“Minimum Dilution Reserve Percentage” means, on any day, the greater of (i) 3% and (ii) the product (expressed as a percentage and rounded to the nearest 1/100th of 1%, with 5/1000th of 1% rounded upward) of (a) the average of the Dilution Ratios for the twelve (12) most recent calendar months, multiplied by  (b) the Dilution Horizon.

“Minimum Loss Reserve Percentage” means, at any time of determination, the largest of: (a) the sum of the five (5) largest Obligor Percentages of the Group D Obligors, (b) the sum of the three (3) largest Obligor Percentages of the Group C Obligors, (c) the largest Obligor Percentage of the Group B Obligors and (d) the largest Obligor Percentage of the Group A Obligors; provided that for purposes of determining the “Minimum Loss Reserve Percentage” any Obligor that is a Special Obligor that satisfies the definition of “Group A Obligor”, “Group B Obligor”, “Group C Obligor” or “Group D Obligor” shall be deemed to be a Group A Obligor, Group B Obligor, Group C Obligor or Group D Obligor, as applicable.

“Minimum Reserve” means, on any day, an amount equal to: (a) the sum of the Aggregate Capital plus the Aggregate Adjusted LC Participation Amount at the close of business of each Servicer on such day multiplied by (b) the sum of (i) (x) the Minimum Loss Reserve Percentage on such day, divided by (y) 100% minus the Minimum Loss Reserve Percentage on such day, plus (ii) (x) the Minimum Dilution Reserve Percentage on such day, divided by (y) 100% minus the Minimum Dilution Reserve Percentage on such day.

“MIRA Acquisition” has the meaning set forth in the definition of “Change in Control”.

“Monetization Documents” means the Receivables Purchase Agreement, Monetization Intercreditor Agreement and all other certificates, instruments, reports, notices, agreements and documents executed or delivered under or in connection with the Receivables Purchase Agreement, in each case the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Monetization Intercreditor Agreement” means the Intercreditor Agreement, dated as of May 10, 2018, by and among, inter alia, the Administrator and the Receivables Buyer.

“Monetization Report” has the meaning set forth in Section 1.1(d).

“Monetized Receivable” has the meaning set forth in Section 1.1(d).

“Monetized Receivable Collections” means, with respect to any Monetized Receivable: (a) all funds that are received by any Originator, CB, any Borrower or any Servicer in payment of any amounts owed in respect of such Monetized Receivable (including purchase price, finance charges, interest and all other charges), or applied to amounts owed in respect of such Monetized Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related obligor or any other Person directly or indirectly liable for the payment of such Monetized Receivable and available to be applied thereon), (b) all amount representing deemed collections paid by an Originator to the U.S. Borrower pursuant to

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Section 3.4 of the U.S. Sale Agreement relating to Monetized Receivables under the Monetization Documents and (c) all other proceeds of such Monetized Receivable.

“Monthly Report” means a report, in substantially the form of Annex A-1 to this Agreement, furnished by or on behalf of any Servicer to the Administrator and each Group Agent pursuant to this Agreement.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized statistical rating organization.

“Net Receivables Pool Balance” means, at any time: (a) the Outstanding Balance of Eligible Receivables then in the Receivables Pool minus (b) the Excess Concentration.

“New Credit Agreement” means the Credit Agreement dated as of September 7, 2021, by and among Red Fiber Parent LLC, as holdings, CB, as borrower, various subsidiaries of CB, the various lenders from time to time party thereto, and Goldman Sachs Bank USA, as administrative agent.

“Non-Receivable Cash Deposit” means funds deposited in a Lock-Box Account representing (a) collections of receivables billed and collected by any Servicer or any Originator on behalf of a third party that do not constitute Collections of Receivables or (b) a cash payment for goods or services purchased at a retail location of any Originator, the purchase of which does not give rise to a Receivable but the cash payment of which is commingled with an On-Site Cash Payment.

“Non-Receivable Cash Deposit Report” means a report, in form and substance satisfactory to the Administrator and each Group Agent, which shall be delivered (a) upon request by the Administrator and (b) in connection with each request made by any Borrower or any Servicer to the Administrator to transfer any Non-Receivable Cash Deposits out of a Lock-Box Account of which the Administrator has taken exclusive control.

“Notes” means short-term promissory notes issued, or to be issued, by any Conduit Lender to fund its investments in accounts receivable or other financial assets.

“Obligor” means, with respect to any Receivable, the Person obligated to make payments pursuant to the Contract relating to such Receivable.

“Obligor Percentage” means, at any time of determination, for each Obligor, a fraction, expressed as a percentage, (a) the numerator of which is the aggregate Outstanding Balance of the Eligible Receivables of such Obligor less the amount (if any) then included in the calculation of the Excess Concentration with respect to such Obligor and (b) the denominator of which is the aggregate Outstanding Balance of all Eligible Receivables at such time; provided that at any time with respect to a Special Obligor, its Obligor Percentage shall not exceed the percentage specified on Annex I.

“On-Site Cash Payment” means a payment of a Receivable made in cash by an Obligor at a retail location, payment center or distributor of any Originator.

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“On-Site Payment” means a payment of a Receivable made in cash or by check or credit card by an Obligor at a retail location, payment center or distributor of any Originator.

“Originator” means each Person from time to time party to the applicable Sale Agreement as any Originator.

“Other Connection Taxes” means, with respect to any Affected Person, Taxes imposed as a result of a present or former connection between such Affected Person and the jurisdiction imposing such Taxes (other than connections arising from such Affected Person having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement or any other Transaction Document, or sold or assigned an interest in this Agreement or any other Transaction Document).

“Other Taxes” means any and all present or future stamp, court or documentary, intangible, recording, filing taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery, performance, registration or enforcement of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Transaction Document.

“Outstanding Balance” of any Receivable at any time means the U.S. Dollar Equivalent of the then outstanding principal balance thereof.

“Overnight Bank Funding Rate” means for any day, the rate comprised of both overnight federal funds and overnight eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the Federal Reserve Bank of New York (“NYFRB”), as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate by the NYFRB (or by such other recognized electronic source (such as Bloomberg) selected by the Administrator for the purpose of displaying such rate); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined by the Administrator at such time (which determination shall be conclusive absent manifest error).  If the Overnight Bank Funding Rate determined as above would be less than zero percent (0.00%) per annum, then such rate shall be deemed to be zero percent (0.00%) per annum. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the Borrowers.

“Participant” has the meaning set forth in Section 6.3(b) of this Agreement.

“Participant Register” has the meaning set forth in Section 6.3(b) of this Agreement.

“Participation Advance” has the meaning set forth in Section 1.14(b) of the Agreement.

“Paydown Notice” has the meaning set forth in Section 1.1(b) of this Agreement.

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“Payment-on-Delivery Transaction” means a payment of a Receivable made by check or money order by an Obligor at a warehouse location or distributor of any Originator upon the delivery to such Obligor of the goods or services giving rise to such Receivable.

“Performance Guaranty” means the Amended and Restated Performance Guaranty, dated as of May 10, 2018, by CB, as performance guarantor, in favor of the Administrator for the benefit of the Lenders and Group Agents, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Permitted Adverse Claim” means (a) liens created or arising in favor of Administrator for the benefit of Lenders pursuant to the Transaction Documents, (b) any Adverse Claim in respect of any Receivable which will be released on, prior to or upon or contemporaneously with the sale or transfer of such Receivable under the applicable Sale Agreement, (c) any Adverse Claim in favor of an Obligor on a Receivable that represents amounts billed to such Obligor for service to be provided during the immediate subsequent billing period, (d) solely in the case of any Originator (i) liens for Taxes, assessments or other governmental charges not delinquent or being contested in good faith and by appropriate proceedings and with respect to which proper reserves have been established by the applicable Originator in accordance with GAAP, provided that the lien shall have no effect on the priority of the liens in favor of Administrator or the value of the assets in which Administrator has such a lien and a stay of enforcement of any such lien shall be in effect, (ii) judgment liens, not in excess of $250,000, that have been stayed or bonded and are being contested in good faith by the applicable Originator; provided that proper reserves have been established therefor by such Originator in accordance with GAAP, and (iii) mechanics’, workers’, materialmen’s or other like liens, not in excess of $100,000, arising in the ordinary course of such Originator’s business with respect to obligations which are not due or which are being contested in good faith by such Originator and for which proper reserves have been established in accordance with GAAP, and which have not been outstanding for longer than thirty (30) days, and (e) any Adverse Claim arising by virtue of an Equipment Lessor’s Lien; provided that the Outstanding Balance of all Receivables then in the Receivables Pool that are subject to Equipment Lessor’s Liens shall not at any time exceed $1,000,000.

“Permitted Monetization Receivable” means any Receivables sold to the U.S. Borrower pursuant to the U.S. Sale Agreement, the Obligor of which is approved in writing by the Administrator in its sole discretion. As of MarchMay [●  ], 20212022, the approved Obligors are set forth on Annex N attached hereto.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof.

“PNC” means PNC Bank, National Association.

“Pool Assets” has the meaning set forth in Section 1.2(c) of this Agreement.

“Pool Receivable” means a Receivable in the Receivables Pool.

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“Portion of Capital” means, with respect to any Lender and its related Capital, the portion of such Capital being funded or maintained by such Lender by reference to a particular interest rate basis.

“PPSA” means in respect of each province and territory in Canada (other than the Province of Quebec), the Personal Property Security Act as from time to time in effect in such province or territory and, in respect of the Province of Quebec, the Civil Code of Quebec as from time to time in effect in such province.

“Program Support Agreement” means and includes any Liquidity Agreement and any other agreement entered into by any Program Support Provider providing for: (a) the issuance of one or more letters of credit for the account of any Conduit Lender, (b) the issuance of one or more surety bonds for which the such Conduit Lender is obligated to reimburse the applicable Program Support Provider for any drawings thereunder, (c) the sale by such Conduit Lender to any Program Support Provider of the Loan (or portions thereof) maintained by such Conduit Lender and/or (d) the making of loans and/or other extensions of credit to any Conduit Lender in connection with such Conduit Lender’s securitization program contemplated in this Agreement, together with any letter of credit, surety bond or other instrument issued thereunder.

“Program Support Provider” means and includes with respect to each Conduit Lender any Liquidity Provider and any other Person (other than any customer of such Conduit Lender) now or hereafter extending credit or having a commitment to extend credit to or for the account of, or to make purchases from, such Conduit Lender pursuant to any Program Support Agreement.

“PST” means consumption, sales and use taxes imposed by any jurisdiction of Canada, but in any event, excluding any GST/HST.

“Purchase and Sale Indemnified Amounts” has the meaning set forth in Section 9.1 of the applicable Sale Agreement.

“Purchase and Sale Indemnified Party” has the meaning set forth in Section 9.1 of the applicable Sale Agreement.

“Purchase and Sale Termination Date” has the meaning set forth in Section 1.4 of the applicable Sale Agreement.

“Purchase and Sale Termination Event” has the meaning set forth in Section 8.1 of the applicable Sale Agreement.

“Purchase Date” means, with respect to any Receivable included on a Purchase Request, the “Purchase Date” specified in the related Purchase Request with respect to such Receivable.

“Purchase Request” means each “Purchase Request” delivered to, and accepted by, the Receivables Buyer pursuant to the Receivables Purchase Agreement.

“Purchasing Related Committed Lender” has the meaning set forth in Section 6.3(c) of this Agreement.

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“Ratable Share” means, at any time of determination, with respect to any Group and any Loan, a fraction (expressed as a percentage), (a) the numerator of which is such Lender’s Group Commitment at such time and (b) the denominator of which is the aggregate Commitments of all Lenders at such time.

“Rating Agency” means each of Standard & Poor’s and Moody’s.

“Receivable” means any indebtedness and other obligations (including GST and PST) owed to any Originator, CB or any Borrower or any right of any Borrower, CB or any Originator to payment from or on behalf of an Obligor, or any right to reimbursement for funds paid or advanced by any Borrower, CB or any Originator on behalf of an Obligor, whether constituting an account, chattel paper, instrument or intangible, including payment intangible or general intangible, in each instance arising in connection with (a) the sale of goods or the rendering of services or (b) the provision or use of equipment, facilities or software, and includes, without limitation, (i) the obligation to pay any finance charges, fees and other charges with respect thereto and (ii) amounts billed to the Obligor for such service or any other of the foregoing to be provided during the immediate subsequent billing period; provided however that Excluded Receivables shall not constitute Receivables.  Indebtedness and other obligations arising from any one transaction, including, without limitation, indebtedness and other obligations represented by an individual invoice or agreement, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other obligations arising from any other transaction.

“Receivables Buyer” means PNC, in its capacity as buyer under the Receivables Purchase Agreement.

“Receivables Pool” means, at any time, all of the then outstanding Receivables purchased by or contributed to any Borrower pursuant to the applicable Sale Agreement prior to the Facility Termination Date; provided, however, that the Receivables Pool shall exclude all Monetized Receivables.

“Receivables Purchase Agreement” means the Receivables Purchase Agreement, dated as of May 10, 2018, by and among the U.S. Borrower, as seller, the U.S. Servicer and PNC, as buyer.

“Receiver” means an interim receiver, receiver, manager, receiver and manager, or any similar official.

“Regions” means Regions Bank.

“Register” has the meaning set forth in Section 6.3(a) of this Agreement.

“Reimbursement Date” has the meaning set forth in Section 1.14(a) of the Agreement.

“Reimbursement Obligation” has the meaning set forth in Section 1.14(a) of the Agreement.

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“Related Committed Lender” means each Person listed as such for each Conduit Lender as set forth on the signature pages of this Agreement or in any Assumption Agreement or Transfer Supplement.

“Related LC Participant” means each Person listed as such for each Group as set forth on the signature pages of this Agreement or in any Assumption Agreement or Transfer Supplement.

“Related Monetized Assets” means with respect to any Monetized Receivables, (i) all Related Security with respect to such Monetized Receivable, (ii) all Monetized Receivable Collections relating thereto and (iii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing.

“Related Rights” has the meaning set forth in Section 1.1 of the applicable Sale Agreement.

“Related Security” means, with respect to any Receivable:

(a)all of each Borrower’s, the applicable Originator’s, CB’s interest in any goods (including returned goods), and documentation of title evidencing the shipment or storage of any goods (including returned goods), the sale of which gave rise to such Receivable,

(b)all instruments and chattel paper that may evidence such Receivable,

(c)all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all UCC or PPSA financing statements or similar filings relating thereto,

(d)solely to the extent applicable to such Receivable, all of each Borrower’s, the applicable Originator’s, CB’s rights, interests and claims under the Contracts relating to such Receivable, and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, and

(e)all of each Borrower’s rights, interests and claims under the applicable Sale Agreement and the other Transaction Documents.

“Release” means any Canadian Collections Release or U.S. Collections Release.

“Reportable Compliance Event” means that any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations is in actual or probable violation of any Anti-Terrorism Law.

“Sale Agreements” means the Canadian Sale Agreement and the U.S. Sale Agreement.

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“Sanctioned Country” means a country subject to a sanctions program maintained under any Anti-Terrorism Law.

“Sanctioned Person” means any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any Anti-Terrorism Law.

“Scheduled Termination Date” means, with respect to any Lender, June 30, 2023, as such date may be extended from time to time with respect to such Lender pursuant to Section 1.23.

“Secured Parties” means each Credit Party, each Indemnified Party and each Affected Person.

“Servicer” has the meaning set forth in the preamble to this Agreement.

“Servicer Default” means any of the following events: (a) (i) any Servicer shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document and such failure shall remain unremedied for two (2) Business Days after the earlier of such Servicer’s knowledge or notice thereof, (b) any representation or warranty made or deemed made by any Servicer (or any of its officers) under or in connection with this Agreement or any other Transaction Document shall fail to have been true or correct in any material respect when made or deemed made or delivered and, except as otherwise provided herein, such failure shall, solely to the extent capable of cure, continue for thirty (30) days after the earlier of such Servicer’s knowledge or notice thereof, (c) any Servicer shall fail to perform or observe in any material respect any term, covenant or agreement under this Agreement or any other Transaction Document and, except as otherwise provided herein, such failure shall, solely to the extent capable of cure, continue for thirty (30) days after the earlier of such Servicer’s knowledge or notice thereof, (d) an Event of Bankruptcy shall occur with respect to any Servicer and such event shall remain unremedied for a period of ninety (90) days, (e) CB ceases to be the U.S. Servicer or to own, directly or indirectly, 100% of the voting equity interests of the U.S. Servicer and (f) OnX Enterprise Solutions Ltd. ceases to be the Canadian Servicer or CB ceases to own, directly or indirectly, 100% of the voting equity interests of the Canadian Servicer.

“Servicing Fee” means the fee referred to in Section 4.6 of this Agreement.

“Servicing Fee Rate” has the meaning set forth in Section 4.6 of this Agreement.

“Settlement Date” means the 20th day of each calendar month (or if such day is not a Business Day, the next occurring Business Day); provided, however, that on and after the occurrence and during the continuation of any Event of Default, the Settlement Date shall be the date selected as such by the Administrator (with the consent or at the direction of the Majority Group Agents) from time to time (it being understood that the Administrator (with the consent or at the direction of the Majority Group Agents) may select such Settlement Date to occur as frequently as daily or, in the absence of any such selection, the date which would be the Settlement Date pursuant to this definition).

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“Solvent” means, with respect to any Person at any time, a condition under which:

(i)the fair value and present fair saleable value of such Person’s total assets is, on the date of determination, greater than such Person’s total liabilities (including contingent and unliquidated liabilities) at such time;

(ii)the fair value and present fair saleable value of such Person’s assets is greater than the amount that will be required to pay such Person’s probable liability on its existing debts as they become absolute and matured (“debts”, for this purpose, includes all legal liabilities, whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent);

(iii)such Person is and shall continue to be able to pay all of its liabilities as such liabilities mature; and

(iv)such Person does not have unreasonably small capital with which to engage in its current and in its anticipated business.

For purposes of this definition:

(A)the amount of a Person’s contingent or unliquidated liabilities at any time shall be that amount which, in light of all the facts and circumstances then existing, represents the amount which can reasonably be expected to become an actual or matured liability;

(B)the “fair value” of an asset shall be the amount which may be realized within a reasonable time either through collection or sale of such asset at its regular market value;

(C)the “regular market value” of an asset shall be the amount which a capable and diligent business person could obtain for such asset from an interested buyer who is willing to Loan such asset under ordinary selling conditions; and

(D)the “present fair saleable value” of an asset means the amount which can be obtained if such asset is sold with reasonable promptness in an arm’s-length transaction in an existing and not theoretical market.

“SOFR” shall mean, for any day, a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Adjustment” shall mean, ten basis points (0.10%).

“SOFR Floor” means a rate of interest per annum equal to zero basis points (0.00%).

“SOFR Reserve Percentage” shall mean, for any day, the maximum effective percentage in effect on such day, if any, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including, without limitation, supplemental, marginal and emergency reserve requirements) with respect to SOFR funding.

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“Special Obligor” means each Obligor designated as a Special Obligor from time to time on Annex H, as such Annex H is supplemented from time to time in writing to add or remove Special Obligors and adjust the related Concentration Limits and, in each case, as such supplement is consented to in writing (including, without limitation, email communications) by any Borrower, any Servicer, the Administrator, the LC Bank and each Lender.  In the event that any other Obligor is or becomes an Affiliate of a Special Obligor, the applicable Concentration Percentage set forth on Annex H shall apply to both such Obligor and such Special Obligor and shall be calculated as if such Obligor and such Special Obligor were a single Obligor.

“Spot Rate” means, on any day, for the purpose of determining the U.S. Dollar Equivalent of any amount denominated in Canadian Dollars, the exchange rate at which Canadian Dollars may be exchanged into U.S. Dollars as set forth at approximately 11:00 a.m.  New York City time, on such day as published on the Bloomberg Key Cross-Currency Rates Page for Canadian Dollars.  In the event that such rate does not appear on any Bloomberg Key Cross Currency Rates Page, the Spot Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be selected by the Administrator or, in the absence of such a selection or publicly available service, such Spot Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrator in the market where its foreign currency exchange operations in respect of Canadian Dollars are then being conducted, at or about 11:00 a.m.  (New York City time) on such date for the purchase of U.S. Dollars with the applicable currency for delivery two (2) Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrator may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

“Standard & Poor’s” means S&P Global Ratings, and any successor thereto that is a nationally recognized statistical rating organization.

“Structuring Agent” has the meaning set forth in the preamble to the Agreement.

“Sub-Servicer” has the meaning set forth in Section 4.1(d) of this Agreement.

“Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock of each class or other interests having ordinary voting power (other than stock or other interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such entity are at the time owned, or management of which is otherwise controlled: (a) by such Person, (b) by one or more Subsidiaries of such Person or (c) by such Person and one or more Subsidiaries of such Person.

“Tangible Net Worth” means, with respect to any Person, (a) the total assets of such Person, minus (b) the total liabilities of such Person, minus (c) the intangible assets of such Person, each as determined in accordance with GAAP.

“Taxes” means any and all present or future taxes, charges, fees, levies, imposts, deductions or other assessments (including income, capital, capital gains, gross receipts, profits, withholding, excise, property, sales, use, goods and services, harmonized sales, transfer, license,

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occupation and franchise taxes and including any related interest, penalties or other additions) imposed by any jurisdiction or taxing authority (whether foreign or domestic, federal, state, provincial or municipal).

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrator in its reasonable discretion).

“Term SOFR Reference Rate” shall mean the forward-looking term rate based on SOFR.

“Termination Day” means each day that occurs on or after the Facility Termination Date and prior to the satisfaction, cure or waiver of the event(s) giving rise to such Facility Termination Date in accordance with this Agreement.

“Threshold Amount” has the meaning set forth in the New Credit Agreement as in effect on November 12, 2021, without giving effect to any other subsequent amendments, restatements, supplementations, or modifications.

“Total Reserves” means, at any time the sum of: (a) the Yield Reserve, plus (b) the greater of (i) the Minimum Reserve and (ii) the Loss Reserve plus the Dilution Reserve; plus (c) the Dilution Reserve (Monetized Receivables).

“Transaction Documents” means this Agreement, the Lock-Box Agreements, each Group Fee Letter, each Sale Agreement, the Performance Guaranty, the Monetization Intercreditor Agreement, any intercreditor agreement relating to Non-Receivable Cash Deposits and all other certificates, instruments, reports, notices, agreements and documents executed or delivered under or in connection with this Agreement, in each case as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Transfer Supplement” has the meaning set forth in Section 6.3(c) of this Agreement.

“U.S. Borrower’s Share” has the meaning set forth in Section 1.2(a) of this Agreement.

“U.S. Collections Release” has the meaning set forth in Section 1.4(a) of this Agreement.

“U.S. Dollar Capital” means Capital initially funded by the Lenders in U.S. Dollars.

“U.S. Dollar Equivalent” means, on any date on which a determination thereof is to be made, with respect to (a) any amount denominated in U.S. Dollars, such amount and (b) any amount denominated in Canadian Dollars, the U.S. Dollar equivalent of such amount of Canadian Dollars determined by reference to the Spot Rate determined as of such determination date.

“U.S. Dollar LC Participation Amount” means at any time of determination, the aggregate LC Participation Amount with respect to Letters of Credit denominated in U.S. Dollars.

“U.S. Dollar Loan” means any Loan denominated in U.S. Dollars.

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“U.S. Dollar Support Amount” means, at any time of determination, the product of (a) the Imputed Advance Rate, times (b) the aggregate Outstanding Balance of U.S. Dollar-denominated Eligible Receivables.

“U.S. Dollars”, “Dollars”, “USD” and “$” each mean the lawful currency of the United States of America.

“U.S. Federal Governmental Entity” means the government of the United States of America, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to such government.

“U.S. Lock-Box Account” has the meaning set forth in Section 1.4(a) of this Agreement.

“U.S. Originator” means each Person that is a party to the U.S. Sale Agreement as an “Originator” thereunder.

“U.S. Originator Receivable” means each Receivable originated by a U.S. Originator.

“U.S. Sale Agreement” means the Second Amended and Restated Purchase and Sale Agreement, dated as of the date hereof among the U.S. Borrower, U.S. Originators and CB, as Servicer and as sole member of the U.S. Borrower, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 1.10(c)(ii)(B)(3).

“UCC” means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction.

“Unmatured Event of Default” means an event that, with the giving of notice or lapse of time, or both, would constitute an Event of Default.

“Unmatured Purchase and Sale Event of Default” means any event which, with the giving of notice or lapse of time, or both, would become a Purchase and Sale Event of Default.

“Weekly Report” means a report, in substantially the form of Annex A-2 to this Agreement, furnished by or on behalf of any Servicer to the Administrator and each Group Agent pursuant to this Agreement.

“Weekly Reporting Period” means any period beginning on a date so designated by the Administrator in its sole discretion on not less than five (5) Business Days’ notice to any Servicer and ending on any date, if any, so designated by the Administrator in its sole discretion.

“Yield Protection Fee” means, for any Interest Period, with respect to any Portion of Capital, to the extent that (i) any payments are made by any Borrower to the related Lender in respect of such Capital hereunder prior to the applicable maturity date of any Notes or other instruments or obligations used or incurred by such Lender to fund or maintain such Portion of

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Capital or (ii) any failure by any Borrower to borrow, continue or prepay any Portion of Capital on the date specified in any Borrowing Notice delivered pursuant to Section 1.2 of this Agreement occurs, the amount, if any, by which: (a) the additional Interest related to such Portion of Capital that would have accrued through the maturity date of such Notes or other instruments on the portion thereof for which payments were received from any Borrower (or with respect to which such Borrower failed to borrow such amounts), exceeds (b) the income, if any, received by such Lender from investing the proceeds so received in respect of such Portion of Capital, as determined by the applicable Group Agent, which determination shall be binding and conclusive for all purposes, absent manifest error.

“Yield Reserve” means, on any day, an amount equal to: (a) the sum of the Aggregate Capital plus the Aggregate LC Participation Amount at the close of business of each Servicer on such day multiplied by (b) (i) the Yield Reserve Percentage on such day, divided by (ii) 100% minus the Yield Reserve Percentage on such day.

“Yield Reserve Percentage” means, on any day, an amount equal to:

{(BR + SFR) x 1.5(DSO)}

360

where:

BR =the weighted average Base Rate applicable to all Capital weighted by the U.S. Dollar Equivalent amount of each Portion of Capital;

DSO =the Days’ Sales Outstanding; and

SFR =Servicing Fee Rate.

Other Terms.  All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles.  All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9.  Unless the context otherwise requires, “or” means “and/or”, and “including” (and with correlative meaning “include” and “includes”) means including without limiting the generality of any description preceding such term.

Benchmark Replacement Notification. Section 1.26(d) of this Agreement provides a mechanism for determining an alternative rate of interest in the event that CDOR, the Daily Resetting Term SOFR Rate or Daily Simple SOFR for any applicable currency is no longer available or in certain other circumstances. The Administrator does not warrant or accept any responsibility for and shall not have any liability with respect to, the administration, submission or any other matter related to CDOR, the Daily Resetting Term SOFR Rate or Daily Simple SOFR for any applicable currency, or with respect to any alternative or successor rate thereto, or replacement rate therefor.  

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EXHIBIT II

CONDITIONS PRECEDENT

1. Conditions Precedent to Effectiveness.  The effectiveness of this Agreement is subject to the condition precedent that the Administrator shall have received, on or before the Closing Date, each of the following, each in form and substance (including the date thereof) satisfactory to the Administrator:

(a)A counterpart of this Agreement and the other Transaction Documents executed by the parties thereto.

(b)Certified copies of: (i) the resolutions of the board of directors of each of the Borrowers, the Originators and the Servicers authorizing the execution, delivery and performance by such Borrower, such Originator and such Servicer, as the case may be, of this Agreement and the other Transaction Documents to which it is a party and (ii) the organizational documents of each Borrower, each Originator and each Servicer.

(c)A certificate of the Secretary or Assistant Secretary of the Borrowers, the Originators and the Servicers certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents.  Until the Administrator and each Group Agent receives a subsequent incumbency certificate from a Borrower, an Originator or a Servicer, as the case may be, the Administrator and each Group Agent shall be entitled to rely on the last such certificate delivered to it by such Borrower, such Originator or such Servicer, as the case may be.

(d)Favorable opinions, addressed to the Administrator and each Group Agent in form and substance reasonably satisfactory to the Administrator and each Group Agent, of The Law Offices of BosseLaw, PLLC, Cravath, Swaine & Moore LLP, Richards, Layton & Finger P.A. or Gowling WLG, counsel for the Borrowers, the Originators and the Servicers, covering such matters as the Administrator may reasonably request, including, without limitation, organizational and enforceability matters and certain bankruptcy matters, certain UCC perfection and priority matters.

(e)Evidence of payment by the Borrowers of all accrued and unpaid fees (including those contemplated by each Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the applicable Group Fee Letters.

(f)Good standing certificates with respect to each of the Borrowers, the Originators and the Servicers issued by the Secretary of State (or similar official) of the state of each such Person’s organization.

2. Conditions Precedent to All Funded Loans and Issuances of Letters of Credit.  Each Funded Loan (including the initial Funded Loan) and the issuance of any Letters of Credit shall be subject to the further conditions precedent that:

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(a)in the case of each Funded Loan and the issuance of any Letters of Credit, each Servicer shall have delivered to the Administrator and each Group Agent on or before such Loan or issuance, as the case may be, in form and substance satisfactory to the Administrator and each Group Agent, a completed pro forma Information Package to reflect the level of the Aggregate Capital, the Aggregate LC Participation Amount and related reserves and the calculation of the Coverage Percentage after such subsequent Loan or issuance, as the case may be, and a completed Borrowing Notice in the form of Annex B; and

(b)on the date of such Funded Loan, issuance or Release, as the case may be, the following statements shall be true (and acceptance of the proceeds of such Funded Loan, issuance or Release shall be deemed a representation and warranty by each Borrower that such statements are then true):

(i)the representations and warranties contained in Exhibit III to the Agreement are true and correct on and as of the date of such Funded Loan, issuance or Release as though made on and as of such date except for representations and warranties which apply as to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date);

(ii)in the case of a Funded Loan or issuance, no event has occurred and is continuing, or would result from such Funded Loan or issuance, that constitutes an Event of Default or an Unmatured Event of Default;

(iii)the sum of the Aggregate Capital plus the Aggregate Adjusted LC Participation Amount, after giving effect to any such Funded Loan or issuance, as the case may be, shall not exceed the Facility Limit, and the Coverage Percentage shall not exceed 100%;

(iv)the U.S. Borrower has not failed to make any payment or deposit required to be made under the Monetization Documents, which failure has remained unremedied for one (1) or more Business Days; and (iv)the Facility Termination Date has not occurred.

(v)in the case of each Funded Loan, no event or condition described in clause (j)(ii) of Exhibit V to this Agreement, without giving effect to the fifteen (15) Business Day grace period set forth in such clause, has occurred and is continuing.

3. Conditions Precedent to All Releases.  Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that:

(a)after giving effect to such Release, the Servicers shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest and Fees, in each case, through the date of such Release, (y) the amount, if any, by which the Coverage Percentage exceeds 100% and (z) the amount of all other accrued and unpaid obligations of the Borrowers through the date of such Release;

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(b)the Borrowers shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrowers in accordance with the terms of the applicable Purchase and Sale Agreement; and

(c)on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, each Borrower and each Servicer shall be deemed to have represented and warranted that such statements are then true and correct):

(i)the representations and warranties of each Borrower and each Servicer contained in Exhibit III and Exhibit III are true and correct in all material respects on and as of the date of such Release as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;

(ii)no Event of Default has occurred and is continuing, and no Event of Default would result from such Release;

(iii)the Coverage Percentage shall not exceed 100%; and

(iv)such day is not a Termination Day; and

(d)on the date of such Release, the U.S. Borrower has not failed to make any payment or deposit required to be made under the Monetization Documents and such failure has remained unremedied for one or more Business Days.

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EXHIBIT III

REPRESENTATIONS AND WARRANTIES

1. Representations and Warranties of the Borrowers.  Each Borrower represents and warrants to the Administrator, each Group Agent and each Lender as of the date of execution of this Agreement that:

(a)Existence and Power.  The U.S. Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware and the Canadian Borrower is a corporation duly organized, validly existing and in good standing under the laws of Ontario, and, in each case, has all organizational power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted.

(b)Company and Governmental Authorization, Contravention.  The execution, delivery and performance by such Borrower of this Agreement and each other Transaction Document to which it is a party are within such Borrower’s organizational powers, have been duly authorized by all necessary organizational action, require no action by or in respect of, or filing with (other than the filing of UCC or PPSA financing statements, financing change statements and continuation statements), any governmental body, agency or official, and, do not contravene, or constitute a default under, any provision of applicable law or regulation or of the operating agreement of such Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon such Borrower or result in the creation or imposition of any lien (other than Permitted Adverse Claims) on assets of such Borrower.

(c)Binding Effect of Agreement.  This Agreement and each other Transaction Document to which it is a party constitutes the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law.

(d)Accuracy of Information.  All information heretofore furnished by such Borrower to the Administrator or any Group Agent in writing pursuant to or in connection with this Agreement or any other Transaction Document is, and all such information hereafter furnished by such Borrower to the Administrator or any Group Agent in writing pursuant to this Agreement or any Transaction Document will be, true and accurate in all material respects on the date such information is stated or certified.

(e)Actions, Suits.  There are no actions, suits or proceedings pending or, to the best of such Borrower’s knowledge, threatened against or affecting such Borrower or any of its Affiliates or their respective properties, in or before any court, arbitrator or other body.

(f)Accuracy of Exhibits; Lock-Box Arrangements.  The names and addresses of all the Lock-Box Banks together with the account numbers of the Lock-Box Accounts at such Lock-Box Banks, are specified in Schedule II to this Agreement (or at such other Lock-Box Banks and/or

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with such other Lock-Box Accounts as have been notified to the Administrator), and all Lock-Box Accounts are subject to Lock-Box Agreements.  All information on each Exhibit, Schedule or Annex to this Agreement or the other Transaction Documents (as updated by such Borrower from time to time) is true and complete in all material respects.  Such Borrower has delivered a copy of all Lock-Box Agreements to the Administrator.  No Borrower has granted any interest in any Lock-Box Account (or any related lock-box or post office box) to any Person other than the Administrator and, upon delivery to a Lock-Box Bank of the related Lock-Box Agreement, the Administrator will have control of the Lock-Box Account at such Lock-Box Bank in accordance with the terms hereof and the related Lock-Box Agreement.

(g)No Material Adverse Effect.  Since the date of formation of such Borrower as set forth in its certificate of formation, there has been no Material Adverse Effect with respect to such Borrower.

(h)Names and Location.  No Borrower has used any company names, trade names or assumed names other than its name set forth on the signature pages of this Agreement.  The U.S. Borrower is “located” (as such term is defined in the applicable UCC) in Delaware.  The Canadian Borrower is “located” (within the meaning of section 7(3) of the Personal Property Security Act (Ontario) and the applicable UCC) and has its registered office, domicile and chief executive office in Ontario.  The office where each Borrower keeps its records concerning the Receivables is at the address set forth below its signature to this Agreement.

(i)Margin Stock.  No Borrower is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T, U and X, as issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

(j)Eligible Receivables.  Each Pool Receivable included as an Eligible Receivable in the calculation of the Net Receivables Pool Balance is an Eligible Receivable.

(k)Credit and Collection Policy.  Such Borrower has complied in all material respects with the Credit and Collection Policy of each Originator with regard to each Receivable originated by such Originator.

(l)Investment Company Act; Not a Covered Fund.  No Borrower is (i) required to register as an “Investment Company” or (ii) “controlled” by an “Investment Company”, under (and as to each such term, as defined in) the Investment Company Act.  No Borrower is a “covered fund” under Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations implemented thereunder (the “Volcker Rule”).  In determining that no Borrower is a “covered fund” under the Volcker Rule, each Borrower is entitled to rely on the exemption from the definition of “investment company” set forth in Section 3(c)(5)(A) or (B) of the Investment Company Act.

(m)Financial Information.  The consolidated balance sheet of CB and subsidiaries as of December 31, 2017, and the related consolidated statements of operations, shareowners’ equity (deficit) and comprehensive income (loss), and cash flows for the year ended December 31, 2017,

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copies of which have been furnished to the Administrator, present fairly, in all material respects, the financial position of CB and subsidiaries as of such date, and the results of their operations and their cash flows for the period then ended, prepared pursuant to the rules and regulations of the Securities and Exchange Commission in accordance with accounting principles generally accepted in the United States of America.

(n)Anti-Money Laundering/International Trade Law Compliance.  No Covered Entity is a Sanctioned Person.  No Covered Entity, either in its own right or through any third party, (i) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, (ii) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law or (iii) engages in any dealings or transactions prohibited by any Anti-Terrorism Law.

(o)LCR Security.  No Borrower has issued any LCR Securities, and each Borrower is a consolidated subsidiary of CB under GAAP.

(p)Tax Status.  (A) The U.S. Borrower is not treated (i) as other than a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes that is disregarded as separate from a United States person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code) and (ii) as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes, and (B) the Canadian Borrower (x) is not required to pay, withhold and/or remit any material amount of Canadian federal, provincial or local taxes (including income, withholding, franchise or value added taxes), other than any Canadian withholding tax imposed on (1) an amount payable by the Canadian Borrower under this Agreement to a party not dealing at arm’s length with the Canadian Borrower for purposes of the Canadian Tax Act that is not a resident of the United States for purposes of the Convention between Canada and the United States of America with respect to Taxes on Income and on Capital or (2) interest payable on any Loan made to the Canadian Borrower where the transfer or assignment of such Loan or of any interest therein pursuant to Section 6.3 by any Lender results in such interest becoming “participating debt interest” within the meaning of the Canadian Tax Act, and (y) does not have tax residence and is not otherwise subject to tax in any jurisdiction outside Canada.

(q)[Reserved].

(r)Beneficial Ownership Certification. With respect to the Canadian Borrower, the Beneficial Ownership Certification executed and delivered to the Administrator and each Group Agent for the Canadian Borrower on or prior to November 21, 2018, as updated from time to time in accordance with this Agreement, is accurate, complete and correct as of the date hereof or as of the date any such update is delivered, as the case may be.  With respect to the U.S. Borrower, as of November 21, 2018, it is an entity that is organized under the laws of the United States or of any state thereof and at least 51% of whose common stock or analogous equity interest is owned directly or indirectly by a company listed on the New York Stock Exchange or the American Stock Exchange or designated as a NASDAQ National Market Security listed on the NASDAQ stock exchange and is excluded on that basis from the definition of “Legal Entity Customer” as defined in the Beneficial Ownership Rule.  

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2. Representations and Warranties of the Servicers.  Each Servicer represents and warrants to the Administrator, each Group Agent and each Lender as of the date of execution of this Agreement that:

(a)Existence and Power.  Such Servicer is a corporation duly organized, validly existing and in good standing under the laws of the state, province or territory of its organization, and has all company power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted, unless failure to have such power, licenses, authorizations, consents and approvals would not reasonably be expected to have a Material Adverse Effect.

(b)Company and Governmental Authorization, Contravention.  The execution, delivery and performance by such Servicer of this Agreement and each other Transaction Document to which it is a party are within such Servicer’s organizational powers, have been duly authorized by all necessary organizational action, require no action by or in respect of, or filing with, any governmental body, agency or official, and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the Certificate of Incorporation of each Servicer or of any judgment, injunction, order or decree or material agreement or other material instrument binding upon such Servicer (unless such contravention or default would not reasonably be expected to have a Material Adverse Effect) or result in the creation or imposition of any lien (other than Permitted Adverse Claims) on assets of such Servicer or any of its Subsidiaries.

(c)Binding Effect of Agreement.  This Agreement and each other Transaction Document to which it is a party constitutes the legal, valid and binding obligation of such Servicer enforceable against such Servicer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law.

(d)Accuracy of Information.  All information heretofore furnished by such Servicer to the Administrator or any Group Agent in writing pursuant to or in connection with this Agreement or any other Transaction Document is, and all such information hereafter furnished by such Servicer to the Administrator or any Group Agent in writing pursuant to this Agreement or any other Transaction Document will be, true and accurate in all material respects on the date such information is stated or certified.

(e)Actions, Suits.  There are no actions, suits or proceedings pending or, to the best of such Servicer’s knowledge, threatened against or affecting such Servicer or any of its Affiliates or their respective properties, in or before any court, arbitrator or other body, which would reasonably be expected to have a Material Adverse Effect upon the ability of such Servicer (or such Affiliate) to perform its obligations under this Agreement or any other Transaction Document to which it is a party.

(f)No Material Adverse Effect.  Since the date of the financial statements described in Section 1(m) above, there has been no Material Adverse Effect with respect to such Servicer.

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(g)Credit and Collection Policy.  Such Servicer or the applicable Originator has complied in all material respects with the Credit and Collection Policy of such Originator with regard to each Pool Receivable originated by such Originator.

(h)Investment Company Act.  No Servicer is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

(i)Anti-Money Laundering/International Trade Law Compliance.  No Covered Entity is a Sanctioned Person.  No Covered Entity, either in its own right or through any third party, (i) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, (ii) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law or (iii) engages in any dealings or transactions prohibited by any Anti-Terrorism Law.

(j)[Reserved].  

3. Representations, Warranties and Agreements Relating to the Security Interest.  Each Borrower hereby makes the following representations, warranties and agreements with respect to the Pool Receivables and Related Security:

(a)The Receivables.

(i)Creation.  This Agreement creates a valid and continuing security interest (as defined in the applicable UCC and PPSA) in the Receivables included in the Receivables Pool in favor of the Administrator (for the benefit of the Lenders), which security interest is prior to all other Adverse Claims other than any Adverse Claim in favor of an Obligor on a Receivable that represents amounts billed to such Obligor for service to be provided during the immediate subsequent billing period, and is enforceable as such as against creditors of and Lenders from each Borrower.

(ii)Nature of Receivables.  The Receivables included in the Receivables Pool constitute (i) “accounts”, “general intangibles” or “tangible chattel paper” within the meaning of the applicable UCC or (ii) in the case of any Receivables purchased by or contributed to the Canadian Borrower pursuant to the Canadian Sale Agreement, “accounts”, “intangibles” or “chattel paper” within the meaning of the PPSA.

(iii)Ownership of Receivables.  Such Borrower owns and has good and marketable title to the Receivables transferred to such Borrower pursuant to the applicable Sale Agreement and included in the Receivables Pool and Related Security free and clear of any Adverse Claim other than Permitted Adverse Claims.

(iv)Perfection and Related Security.  Such Borrower will cause (and will cause each Originator to cause), within ten (10) days after the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the sale of the Receivables and Related Security from such Originator to such Borrower pursuant to the applicable Sale Agreement, and the

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security interest therein from such Borrower to the Administrator under this Agreement, to the extent that such collateral constitutes “accounts”, “general intangibles” or “tangible chattel paper” (or, in the case of any Pool Assets purchased by or contributed to the Canadian Borrower pursuant to the Canadian Sale Agreement, “accounts”, “intangibles” or “chattel paper” within the meaning of the PPSA).

(v)Tangible Chattel Paper.  With respect to any Receivables included in the Receivables Pool that constitute “tangible chattel paper” (including “chattel paper” within the meaning of the PPSA), if any, such Borrower (or the applicable Servicer on its behalf) has in its possession the original copies of such tangible chattel paper that constitute or evidence such Receivables, and such Borrower has caused (and will cause the applicable Originator to cause), within ten (10) days after the Closing Date, the filing of financing statements described in clause (iv), above, each of which will contain a statement that: “A purchase of, or security interest in, any collateral described in this financing statement will violate the rights of the Administrator”.  The Receivables to the extent they are evidenced by “tangible chattel paper” do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than each Borrower or the Administrator.

(vi)Monetized Receivables.  Each Monetized Receivable that has been sold by the U.S. Borrower has been sold pursuant to the Monetization Documents and upon satisfaction of the applicable conditions set forth in Section 1.1(d).

(b)The Lock-Box Accounts.

(i)Nature of Account.  Each Lock-Box Account constitutes a “deposit account” within the meaning of the applicable UCC.

(ii)Ownership.  The Borrowers own and have good and marketable title to the Lock-Box Accounts free and clear of any Adverse Claim.

(iii)Perfection.  Such Borrower has delivered to the Administrator a fully executed Lock-Box Agreement relating to each Lock-Box Account, pursuant to which each applicable Lock-Box Bank, respectively, has agreed to comply with all instructions originated by the Administrator (on behalf of the Lenders) directing the disposition of funds in such Lock-Box Account without further consent by such Borrower or any Servicer.

(c)Priority.

(i)Other than (i) the transfer, contribution or assignment of the Receivables to each Borrower under the applicable Sale Agreement and this Agreement, respectively, (ii) the assignment of Contributed Receivables (as such term is defined in the applicable Sale Agreement), (iii) the security interest granted to each Borrower and the Administrator pursuant to the applicable Sale Agreement and this Agreement, respectively and/or (iv) the transfer, contribution or assignment of any Monetized Receivable and Related Monetized Assets by the U.S. Borrower to the Receivables Buyer pursuant to the Monetization Documents, neither any Borrower nor any Originator has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables transferred or purported

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to be transferred under the Transaction Documents, the Lock-Box Accounts or any subaccount thereof, except for any such pledge, grant or other conveyance which has been released or terminated.  Neither any Borrower nor any Originator has authorized the filing of, or is aware of any financing statements against either such Borrower or such Originator that include a description of Receivables transferred or purported to be transferred under the Transaction Documents, the Lock-Box Accounts or any subaccount thereof, other than any financing statement (i) relating to the sale thereof by such Originator to such Borrower under the applicable Sale Agreement, (ii) relating to the security interest granted to the Administrator under this Agreement, (iii) relating to the assignment of Contributed Receivables (as such term is defined in the applicable Sale Agreement), (iv) relating to the transfer, contribution or assignment of any Monetized Receivable and Related Monetized Assets by the U.S. Borrower to the Receivables Buyer pursuant to the Monetization Documents or (v) that has been released or terminated.

(ii)No Borrower is aware of (x) any judgment, ERISA or tax lien filings against such Borrower, (y) any judgment or ERISA lien filings against the applicable Servicer or the applicable Originator other than Permitted Adverse Claims, and (z) any tax lien filings against such Servicer or such Originator other than (i) those that would not reasonably be expected to have a Material Adverse Effect and (ii) Permitted Adverse Claims.

(iii)The Lock-Box Accounts are not in the name of any person other than any Borrower or the Administrator.  Neither any Borrower nor any Servicer has consented to any bank maintaining such account to comply with instructions of any person other than the Administrator, such Borrower or such Servicer.

(d)Survival of Supplemental Representations.  Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 3 shall be continuing, and remain in full force and effect until such time as the Loan and all other obligations under this Agreement have been finally and fully paid and performed.

(e)[Reserved].

(f)Servicer to Maintain Perfection and Priority.  In order to evidence the interests of the Administrator under this Agreement, each Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator or any Group Agent) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Pool Receivables, Related Security and Collections.  Each Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s authorization and approval, all financing statements, amendments, financing change statements, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s security interest as a first-priority interest.  The Administrator’s approval of such filings shall authorize each Servicer to file such financing statements under the UCC or PPSA without the signature of any Borrower, any Originator or the Administrator where allowed by applicable law.  Notwithstanding anything else in the Transaction Documents to the contrary, no Servicer shall have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or

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excludes collateral of any such financing statements, without the prior written consent of the Administrator and each Group Agent.

(g)Collections.  If made in accordance with the terms of this Agreement, each remittance of Collections by any Borrower to the Lenders hereunder will have been (i) in payment of a debt incurred by any Borrower in the ordinary course of business or financial affairs of such Borrower and (ii) made in the ordinary course of business or financial affairs of any Borrower.

4. Reaffirmation of Representations and Warranties.  On the date of each Loan, issuance of each Letter of Credit and each Release hereunder, and on the date each Information Package or other report is delivered to the Administrator, any Group Agent or any Lender hereunder, each Borrower by accepting the proceeds of such Loan or Release or the issuance of such Letter of Credit and/or the provision of such information or report, shall be deemed to have certified that (i) all representations and warranties of each Borrower and each Servicer, as applicable, described in this Exhibit III, as from time to time amended in accordance with the terms hereof, are true and correct in all material respects on and as of such day as though made on and as of such day, except for representations and warranties which apply as to an earlier date (in which case such representations and warranties shall be true and correct as of such date), (ii) in the case of a Loan, no event has occurred and is continuing, or would result from such Loan, that constitutes an Event of Default or an Unmatured Event of Default and in the case of a Release, no event has occurred and is continuing, or would result from such Release, that constitutes an Event of Default, (iii) in the case of a Loan, no event or condition described in clause (j)(ii) of Exhibit V to this Agreement, without giving effect to the fifteen (15) Business Day grace period set forth therein, has occurred or is continuing, (iv) the Aggregate Capital, after giving effect to any such Loan or Release shall not be greater than the Facility Limit, and the Coverage Percentage shall not exceed 100% and (v) the Facility Termination Date has not occurred.

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EXHIBIT IV

COVENANTS

1. Covenants of the Borrowers.  At all times from the date hereof until the Final Payout Date:

(a)Financial Reporting.  Such Borrower will maintain a system of accounting established and administered in accordance with generally accepted accounting principles as in effect in the appropriate jurisdiction, and such Borrower (or the applicable Servicer on its behalf) shall furnish to the Administrator and each Group Agent:

(i)Annual Reporting. Within one hundred twenty (120) days (or, with respect to fiscal year ended December 31, 2021 (and if agreed by the Administrator in its reasonable discretion, fiscal years ended thereafter), one hundred fifty (150) days) after the end of each fiscal year of CB, a consolidated balance sheet of CB and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year together with related notes thereto and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by an opinion of a registered public accounting firm of nationally recognized standing or, if reasonably acceptable to the Administrator, another accounting firm, which opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (other than (i) as may be required as a result of (x) any impending maturity of any Debt or (y) a prospective default or potential event of default with respect to any financial covenant or (ii) to the extent permitted under the New Credit Agreement with respect to Subsidiaries designated as “Unrestricted Subsidiaries” thereunder.

(ii)Information Packages.  (A) As soon as available and in any event not later than two (2) Business Days prior to each Settlement Date, a Monthly Report as of the most recently completed calendar month and (B) during any Weekly Reporting Period, not later than the second Business Day of each calendar week, a Weekly Report as of the close of business on Friday of the most recently completed calendar week.

(iii)Other Information.  Such other information (including non-financial information or a report listing Monetized Receivables) as the Administrator may from time to time reasonably request.

(b)Notices.  Such Borrower will notify the Administrator and each Group Agent in writing of any of the following events promptly upon (but in no event later than three (3) Business Days after) a financial or other officer learning of the occurrence thereof, with such notice describing the same, and if applicable, the steps being taken by the Person(s) affected with respect thereto:

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(i)Notice of Events of Default or Unmatured Events of Default.  The occurrence of any Event of Default or Unmatured Event of Default together with a statement of the chief financial officer or chief accounting officer of each Borrower setting forth details of such Event of Default or such Unmatured Event of Default and any action which such Borrower proposes to take with respect thereto.

(ii)Representations and Warranties.  The failure of any representation or warranty to be true in any material respect when made with respect to the Receivables included in the Receivables Pool.

(iii)Litigation.  The institution of any litigation, arbitration proceeding or governmental proceeding which would reasonably be expected to have a Material Adverse Effect with respect to each Borrower.

(iv)Adverse Claim.  (A) Any Person shall obtain an Adverse Claim, other than a Permitted Adverse Claim, upon the Pool Receivables or Collections with respect thereto, (B) any Person other than each Borrower, each Servicer or the Administrator shall obtain any rights or direct any action with respect to any Lock-Box Account (or related lock-box or post office box) or (C) any Obligor shall receive any change in payment instructions with respect to any Pool Receivable(s) from a Person other than any Servicer, CB, any Originator or the Administrator.

(v)ERISA and Other Claims.  Upon the filing or receiving thereof, copies of all reports and notices that each Borrower or any ERISA Affiliate files under ERISA with the Internal Revenue Service, the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or that each Borrower or any Affiliate receives from any of the foregoing or from any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA) to which each Borrower or any of its Affiliates is or was, within the preceding five years, a contributing employer, in each case in respect of any “reportable event” (as defined in Section 4043 of ERISA) that could, in the aggregate, result in the imposition of liability on each Borrower and/or any such Affiliate.

(vi)Notice of Debt Events.  Upon the occurrence of any event or condition (without giving effect to any cure period, if any) described in paragraph (j) of Exhibit V to this Agreement, a statement of the chief financial officer, chief accounting officer or treasurer of each Borrower setting forth details of any failure, event or condition that exists relating to any Debt of each Borrower, CB or its Subsidiaries and for which the related agreement, mortgage, indenture or instrument does not provide a grace period for such event, and any action which such Borrower proposes to take with respect thereto.

(vii)Notice of CBT Public Notice.  The issuance of an CBT Public Notice, together with a statement of the chief financial officer or chief accounting officer of the such Borrower setting forth details of such CBT Public Notice and any action which such Borrower proposes to take with respect thereto.

(c)Conduct of Business.  Such Borrower will carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently

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conducted and will do all things necessary to remain duly organized, validly existing and in good standing as a domestic organization in its jurisdiction of organization and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

(d)Compliance with Laws.  Such Borrower will comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject.

(e)Furnishing of Information and Inspection of Receivables.  Such Borrower will, to the extent it is in possession thereof or can reasonably obtain it, furnish to the Administrator and each Group Agent from time to time such information with respect to the Pool Receivables and Monetized Receivables as the Administrator or such Group Agent may reasonably request, except to the extent prohibited by applicable law or licenses.  Such Borrower will, at any time and from time to time during regular business hours with reasonable prior written notice, subject to Section 6.7, (i) at such Borrower’s expense, permit the Administrator or any Group Agent, or their respective agents or representatives, (A) to examine and make copies of and abstracts from all books and records relating to the Pool Receivables, other Pool Assets, the Monetized Receivables and Related Monetized Assets and (B) to visit the offices and properties of such Borrower for the purpose of examining such books and records, and to discuss matters relating to the Pool Receivables, other Pool Assets, the Monetized Receivables and Related Monetized Assets or such Borrower’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of such Borrower (provided that representatives of such Borrower are present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, from time to time during regular business hours, upon reasonable prior written notice from the Administrator and the Group Agents, permit certified public accountants or other auditors acceptable to the Administrator to conduct a review of its books and records with respect to the Pool Receivables and the Monetized Receivables; provided, however, that such Borrower shall not be obligated to permit such examinations, visits or reviews under clauses (i) and (ii) above, together with any examinations, visits or reviews pursuant to Section 2(e) of this Exhibit IV, more than three times per year (commencing upon and including the Closing Date) during such time that no Event of Default has occurred and is continuing and such Borrower shall not be obligated to pay or reimburse any Person for the expenses of more than one such examination or visit pursuant to clause (i) above (together with any examination or visit pursuant to Section 2(e)(i) of this Exhibit IV) per year (commencing upon and including the Closing Date) during such time that no Event of Default has occurred and is continuing.

(f)Payments on Receivables, Accounts.  Such Borrower will, and will cause each Originator to, instruct all Persons who are Obligors to deliver payments on Pool Receivables to a Lock-Box Account (which (x) in the case of U.S. Originator Receivables shall be a U.S. Lock-Box Account and (y) in the case of Canadian Originator Receivables shall be a Canadian Lock-Box Account), except in the case of any Payment-on-Delivery Transactions and provided that such Borrower may permit Obligors to make On-Site Payments notwithstanding such instructions.  If any such payments or other Collections are received by any Borrower or any Originator, including without limitation, any Collections received in connection with any Payment-on-Delivery Transactions and On-Site Payments, it shall hold such payments in trust for the benefit of the Administrator and the Lenders and promptly (but in any event within three (3) Business Days after receipt) remit such funds into a Lock-Box Account; provided that any Borrower or any Originator

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that receives Collections may remit such Collections to an account other than a Lock-Box Account so long as (i) such amounts are subsequently swept or transferred to a Lock-Box Account within three (3) Business Days after such Borrower’s or any Originator’s receipt thereof and (ii) the aggregate amount of such Collections so deposited by any Originator, Servicer or Borrower in any calendar month does not exceed 1% of all Collections received in such calendar month.  Except as otherwise provided in this Agreement, no Borrower will permit funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account.  If such funds are nevertheless deposited into any Lock-Box Account, each Borrower will promptly identify such funds for segregation.  Except as otherwise provided in this Agreement, no Borrower will, or will permit any Servicer, any Originator or other Person to, commingle Collections or other funds to which the Administrator, any Group Agent or any Lender is entitled with any other funds.  Such Borrower shall only add, and shall only permit any Originator to add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance reasonably acceptable to the Administrator from any such new Lock-Box Bank.  Each Borrower shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon thirty (30) days’ advance notice to the Administrator.  Notwithstanding anything to the contrary in this Agreement, (i) Non-Receivable Cash Deposits may be deposited in a Lock-Box Account so long as the following conditions are met: (A) each Borrower (or the applicable Servicer on its behalf) shall promptly (but in any event within two (2) Business Days after such deposit) identify such Non-Receivable Cash Deposits and transfer such Non-Receivable Cash Deposits to an account other than a Lock-Box Account and (B) with respect to Non-Receivable Cash Deposits described in clause (a) of the definition thereof, (x) the Administrator shall have approved of such third party billing arrangement in writing and (y) if so requested by the Administrator, such third party, such Servicer, such Originator and/or such Borrower (as specified by the Administrator) and the Administrator shall have entered into an intercreditor agreement, or other similar arrangement, reasonably acceptable to the Administrator and (ii) Monetized Receivable Collections may be deposited in a Lock-Box Account so long as the Monetization Intercreditor Agreement is in full force and effect.

(g)Sales, Liens, Etc.  Except as otherwise provided herein, no Borrower will sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Pool Receivable or other Pool Asset other than Permitted Adverse Claims, or assign any right to receive income in respect thereof; provided, however, that the U.S. Borrower shall be permitted to sell Permitted Monetization Receivables to the Receivables Buyer pursuant to the Monetization Documents so long as the applicable conditions set forth in Section 1.1(d) have been satisfied in connection with such sale.

(h)Extension or Amendment of Pool Receivables.  Except as any Servicer is otherwise permitted in Section 4.2 of this Agreement, no Borrower will extend, amend or otherwise modify the terms of any Pool Receivable, or amend, modify or waive any term or condition of any Contract related thereto, without the prior written consent of the Administrator and the Majority Group Agents.  Such Borrower shall at its expense, timely and fully perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related

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to the Pool Receivables, and timely and fully comply in all material respects with the Credit and Collection Policy with regard to each Pool Receivable and the related Contract.

(i)Change in Business.  Such Borrower will not (i) make any change in the character of its business, which change could impair the collectibility of any Pool Receivable or (ii) make any change in any Credit and Collection Policy that would reasonably be expected to materially adversely affect the collectibility of the Pool Receivables, the enforceability of any related Contract or its ability to perform its obligations under the related Contract or the Transaction Documents, in the case of either (i) or (ii) above, without the prior written consent of the Administrator and the Majority Group Agents.  Such Borrower shall not make any written change in any Credit and Collection Policy without giving prior written notice thereof to the Administrator and each Group Agent.

(j)Fundamental Changes.  No Borrower shall, without the prior written consent of the Administrator and the Majority Group Agents, permit itself (i) to merge, consolidate or amalgamate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person or (ii) to be owned by any Person other than any Servicer or an Affiliate thereof.  Each Borrower shall provide the Administrator with at least thirty (30) days’ prior written notice before making any change in such Borrower’s name, location, registered office, domicile or chief executive office or making any other change in such Borrower’s identity, structure or jurisdiction of formation that would impair or otherwise render any UCC financing statement filed in connection with this Agreement “seriously misleading” as such term (or similar term) is used in the applicable UCC or impair the effectiveness of any PPSA financing statement filed in connection with this Agreement; each notice to the Administrator and the Group Agents pursuant to this sentence shall set forth the applicable change and the proposed effective date thereof.  Each Borrower will also maintain and implement (or cause the applicable Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables, Monetized Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the applicable Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables and Monetized Receivables (including records adequate to permit (i) the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable), (ii) the daily identification of each Monetized Receivable and all Monetized Receivable Collections of and adjustments to each existing Monetized Receivable and (iii) the daily identification and segregation of Monetized Receivables from Pool Receivables and Monetized Receivable Collections from Collections.

(k)Change in Payment Instructions to Obligors.  No Borrower shall add to, replace or terminate any of the Lock-Box Accounts (or any related lock-box or post office box) listed in Schedule II hereto or make any change in its (or their) instructions to the Obligors regarding payments to be made to the Lock-Box Accounts (or any related lock-box or post office box), unless the Administrator and each Group Agent shall have received (x) prior written notice of such addition, termination or change and (y) signed and acknowledged Lock-Box Agreements with respect to such new Lock-Box Accounts (or any related lock-box or post office box).

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(l)Security Interest, Etc.  Such Borrower shall (and shall cause each Servicer to) (i) at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable security interest in the Pool Receivables, the Related Security and Collections with respect thereto, and (ii) at its expense, in order to evidence the interests of the Administrator under this Agreement, from time to time take such action, or execute and deliver such instruments as may be necessary to maintain and perfect, as a first-priority security interest, the Administrator’s security interest in the Pool Receivables, Related Security and Collections.  Such Borrower shall at its expense, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s authorization and approval, all financing statements, amendments, financing change statements, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s security interest as a first-priority security interest.  The Administrator’s approval of such filings shall authorize each Borrower to file such financing statements under the UCC or PPSA without the signature of such Borrower, any Originator or the Administrator where allowed by applicable law.  Notwithstanding anything else in the Transaction Documents to the contrary, no Borrower shall have any authority to file a termination, partial termination, release, partial release, discharge, partial discharge, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, except with respect to any Person that ceases to be any Originator, without the prior written consent of the Administrator.

(m)Certain Agreements.  No Borrower will amend, modify, waive, revoke or terminate (or permit or cause any change to) any Transaction Document to which it is a party (except in accordance with the terms of such Transaction Document) or any provision of such Borrower’s organizational documents which requires the consent of the “Independent Director” (as defined in such Borrower’s operating agreement).

(n)Restricted Payments.  (i) Except pursuant to clause (ii) below, no Borrower will: (A) purchase or redeem any shares of its capital stock or membership interests, (B) declare or pay any dividend or distribution or set aside any funds for any such purpose, (C) prepay, purchase or redeem any Debt, (D) lend or advance any funds or (E) repay any loans or advances to, for or from any of its Affiliates (the amounts described in clauses (A) through (E) being referred to as “Restricted Payments”).

(ii)Subject to the limitations set forth in clause (iii) below, any Borrower may make Restricted Payments so long as such Restricted Payments are made only in one or more of the following ways: (A) such Borrower may make cash payments (including prepayments) on the Company Notes in accordance with their respective terms, and (B) the U.S. Borrower may make any payments required under the Monetization Documents and (C) such Borrower may make payments to the Originators and increase the principal amounts of the Company Notes, in each case, in accordance with Section 3.2 of the applicable Sale Agreement and (D) any Borrower may declare and pay dividends or make distributions if, after giving effect thereto, the Tangible Net Worth of such Borrower would not be less than (x) with respect to the U.S. Borrower, $4,000,000 and (y) with respect to the Canadian Borrower, the greatest of (A) $4,000,000, and (B) the total amount of Canadian federal, provincial or local taxes (including income, withholding, franchise or value added taxes) for such fiscal year that the Canadian Borrower is required to pay,

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withhold and/or remit (other than any Canadian withholding tax imposed on (1) an amount payable by the Canadian Borrower under this Agreement to a party not dealing at arm’s length with the Canadian Borrower for purposes of the Canadian Tax Act that is not a resident of the United States for purposes of the Convention between Canada and the United States of America with respect to Taxes on Income and on Capital or (2) interest payable on any Loan made to the Canadian Borrower where the transfer or assignment of such Loan or of any interest therein pursuant to Section 6.3 by any Lender results in such interest becoming “participating debt interest” within the meaning of the Canadian Tax Act).

(iii)Such Borrower may make Restricted Payments only out of the funds, if any, it receives (A) pursuant to Section 1.4(a) or Section 1.4(b) of this Agreement or (B) with respect to the U.S. Borrower, from proceeds of the Monetized Assets; provided, however, that the U.S. Borrower shall only use proceeds of the Monetized Receivables and Related Monetized Assets to make payments required under the Monetization Documents.  Furthermore, no Borrower shall pay, make or declare any Restricted Payment (including any dividend) if, prior to or after giving effect thereto, (A) any Event of Default or Unmatured Event of Default shall have occurred and be continuing or (B) any amounts then due and payable by U.S. Borrower to Receivables Buyer pursuant to the Monetization Documents have not been paid to the Receivables Buyer; provided, however, that the U.S. Borrower may at all times use proceeds of the Monetized Receivables and Related Monetized Assets to make payments required under the Monetization Documents.

(o)Other Business.  No Borrower will: (i) engage in any business other than the transactions contemplated by the Transaction Documents and the Monetization Documents, (ii) create, incur or permit to exist any Debt of any kind (or cause or permit to be issued for its account any letters of credit or bankers’ acceptances) other than pursuant to this Agreement, the Monetization Document or the Company Notes or, with respect to the U.S. Borrower, pursuant to the Monetization Documents, or (iii) form any Subsidiary or make any investments in any other Person; provided, however, that each Borrower shall be permitted to incur obligations to the extent necessary for the day-to-day operations of such Borrower (such as expenses for stationery, audits, maintenance of legal status, etc.).

(p)[Reserved].  

(q)Tangible Net Worth.  No Borrower will permit its Tangible Net Worth, at any time, to be less than $4,000,000.

(r)Anti-Money Laundering/International Trade Law Compliance.  No Borrower will become a Sanctioned Person.  No Covered Entity, either in its own right or through any third party, will (i) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (ii) do business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; (iii) engage in any dealings or transactions prohibited by any Anti-Terrorism Law or (iv) use the proceeds of any purchase to fund any

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operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law.  The funds used to repay each Loan will not be derived from any unlawful activity.  Each Borrower shall comply with all Anti-Terrorism Laws.  Each Borrower shall promptly notify the Administrator and each Group Agent in writing upon the occurrence of a Reportable Compliance Event.  No Borrower has used or will use the proceeds of any Loan to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country.

(s)LCR Security.  No Borrower shall issue any LCR Security.

(t)Tax Status.  Borrowers shall take all actions necessary to ensure that (A) the U.S. Borrower does not become treated (i) as other than a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes that is disregarded as separate from a United States person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code) and (ii) as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes, and (B) the Canadian Borrower (x) shall not be required to pay, withhold and/or remit any material amount of Canadian federal, provincial or local taxes (including income, withholding, franchise or value added taxes), other than any Canadian withholding tax imposed on (1) an amount payable by the Canadian Borrower under this Agreement to a party not dealing at arm’s length with the Canadian Borrower for purposes of the Canadian Tax Act that is not a resident of the United States for purposes of the Convention between Canada and the United States of America with respect to Taxes on Income and on Capital or (2) interest payable on any Loan made to the Canadian Borrower where the transfer or assignment of such Loan or of any interest therein pursuant to Section 6.3 by any Lender results in such interest becoming “participating debt interest” within the meaning of the Canadian Tax Act, and (y) does not have tax residence and is not otherwise subject to tax in any jurisdiction outside  Canada.

(u)Monetization Documents.  Promptly following the amendment, restatement, modification, waiver or termination of any Monetization Document, the U.S. Borrower shall provide (or cause the Servicer to provide) a copy thereof to the Administrator and each Group Agent.

(v)Sale of Monetized Receivables.  The U.S. Borrower shall not consummate any sale of Monetized Receivables, unless each of the applicable conditions set forth in Section 1.1(d) have been satisfied in connection therewith.

(w)Beneficial Ownership Certification.  Solely with respect to the U.S. Borrower, promptly following any change that would result in a change to the status as an excluded “Legal Entity Customer” under the Beneficial Ownership Rule, the U.S. Borrower shall execute and deliver to the Administrator and each Group Agent a certification of the U.S. Borrower as to its beneficial owner(s) complying with the Beneficial Ownership Rule, in form and substance reasonably acceptable to the Administrator and such Group Agent. Any Borrower shall provide to the Administrator and the Lenders: (i) confirmation of the accuracy of the information set forth in the most recent Certificate of Beneficial Ownership provided to the Administrator and the Lenders; (ii) a new Certificate of Beneficial Ownership, in form and substance acceptable to the Administrative AgentAdministrator and each Lender, when the individual(s) to be identified as a Beneficial Owner have changed; and (iii) such other information and documentation as may

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reasonably be requested by the Administrator or any Lender from time to time for purposes of compliance by the Administrator or such Lender with Applicable Laws (including the PATRIOT Act and other “know your customer” and anti-money laundering rules and regulations), and any policy or procedure implemented by the Administrator or such Lender to comply therewith.

(x)Federal Assignment of Claims Act, Etc. If reasonably requested by the Administrator, the Borrowers shall prepare and make any filings under the Federal Assignment of Claims Act (or any other similar Applicable Law, including any state or municipal law or regulation) with respect to Receivables from Obligors that are U.S. Federal Governmental Entities, that are necessary in order for the Administrator to enforce such Receivable against the Obligor thereof; itbeingunderstoodandagreed that any such request made after an Event of Default shall be deemed to be reasonable and necessary.

2. Covenants of the Servicers.  At all times from the date hereof until the Final Payout Date:

(a)Financial Reporting.  Such Servicer will maintain a system of accounting established and administered in accordance with generally accepted accounting principles as in effect in the appropriate jurisdiction, and such Servicer shall furnish to the Administrator and each Group Agent:

(i)Annual Reporting.  Promptly upon completion and in no event later than one hundred and twenty (120) days (or such other period, if any, as may be agreed in the New Credit Agreement for the delivery of annual financial reports) after the close of each fiscal year of CB, annual audited financial statements of CB and subsidiaries certified by independent certified public accountants selected by CB, prepared in accordance with accounting principles generally accepted in the United States of America, including a consolidated balance sheet as of the end of such period and the related consolidated statements of operations, shareowners’ equity (deficit) and comprehensive income (loss) and cash flows, in each case for the period then ended.

(ii)Quarterly Reporting.  Promptly upon completion and in no event later than sixty (60) days (or such other period, if any, as may be agreed in the New Credit Agreement for the delivery of quarterly financial reports) after the close of each of the first three financial quarters of each financial year of CB, unaudited financial statements of CB and subsidiaries certified by a designated financial officer of CB, in accordance with accounting principles generally accepted in the United States of America (except for the absence of footnotes and any year-end adjustments), including a condensed consolidated balance sheet of CB and subsidiaries as of the end of such period and the related condensed consolidated statements of operations and cash flows, in each case for the period then ended.

(iii)Compliance Certificates.  Together with the annual report required above, a compliance certificate in the form of Annex F attached hereto, signed by its chief accounting officer, chief financial officer or treasurer solely in their capacities as officers of each Servicer stating, among other things, that no Event of Default or Unmatured Event

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of Default exists as of the date such annual report is delivered, or if any Event of Default or Unmatured Event of Default then exists, stating the nature and status thereof.

(iv)(A) As soon as available and in any event not later than two (2) Business Days prior to each Settlement Date, a Monthly Report as of the most recently completed calendar month and (B) during any Weekly Reporting Period, not later than the second Business Day of each calendar week, a Weekly Report as of the most recently completed calendar week.

(v)Other Information.  Such other information (including non-financial information or a report listing Monetized Receivables) as the Administrator or any Group Agent may from time to time reasonably request.

(b)Notices.  Such Servicer will notify the Administrator and each Group Agent in writing of any of the following events promptly upon (but in no event later than three (3) Business Days after) a financial or other officer learning of the occurrence thereof, with such notice describing the same, and if applicable, the steps being taken by the Person(s) affected with respect thereto:

(i)Notice of Events of Default or Unmatured Events of Default.  The occurrence of any Event of Default or Unmatured Event of Default together with a statement of the chief financial officer or chief accounting officer of such Servicer setting forth details of such Event of Default or such Unmatured Event of Default and any action which such Servicer proposes to take with respect thereto.

(ii)Representations and Warranties.  The failure of any representation or warranty to be true in any material respect when made with respect to the Pool Receivables.

(iii)Litigation.  The institution of any litigation, arbitration proceeding or governmental proceeding which would reasonably be expected to have a Material Adverse Effect with respect to such Servicer.

(iv)Adverse Claim.  (A) Any Person shall obtain an Adverse Claim, other than a Permitted Adverse Claim, upon the Pool Receivables or Collections with respect thereto, (B) any Person other than any Borrower, any Servicer or the Administrator shall obtain any rights or direct any action with respect to any Lock Box Account (or related lock-box or post office box) or (C) any Obligor shall receive any change in payment instructions with respect to Pool Receivable(s) from a Person other than any Servicer, CB, any Originator or the Administrator.

(v)ERISA and Other Claims.  Upon the filing or receiving thereof, copies of all reports and notices that such Servicer or any ERISA Affiliate files under ERISA with the Internal Revenue Service, the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or that any Servicer or any Affiliate receives from any of the foregoing or from any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA) to which such Servicer or any of its Affiliates is or was, within the preceding five years, a contributing employer, in each case in respect of any “reportable event” (as defined

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in Section 4043 of ERISA) that could, in the aggregate, result in the imposition of liability on any Servicer and/or any such Affiliate.

(vi)Notice of Debt Events.  Upon the occurrence of any event or condition (without giving effect to any cure period, if any) described in paragraph (j) of Exhibit V to this Agreement, a statement of the chief financial officer, chief accounting officer or treasurer of each Servicer setting forth details of any failure, event or condition that exists relating to any Debt of any Borrower, CB or its Subsidiaries and for which the related agreement, mortgage, indenture or instrument does not provide a grace period for such event, and the action which such Servicer proposes to take with respect thereto.

(c)Conduct of Business.  Such Servicer will (i) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted and (ii) do all things necessary to remain duly incorporated, validly existing and in good standing as a domestic corporation in its jurisdiction of incorporation and (iii) maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, in each such case, if the failure to do so would reasonably be expected to have a Material Adverse Effect.

(d)Compliance with Laws.  Each Servicer will comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject if the failure to comply would reasonably be expected to have a Material Adverse Effect.

(e)Furnishing of Information and Inspection of Receivables.  Such Servicer will furnish to the Administrator and each Group Agent from time to time such information with respect to the Pool Receivables and Monetized Receivables as the Administrator or such Group Agent may reasonably request, except to the extent prohibited by applicable law or licenses.  Such Servicer will, at any time and from time to time during regular business hours with reasonable prior written notice, subject to Section 6.7, (i) at such Servicer’s expense, permit the Administrator or any Group Agent, or their respective agents or representatives, (A) to examine and make copies of and abstracts from all books and records relating to the Pool Receivables, other Pool Assets, the Monetized Receivables and Related Monetized Assets and (B) to visit the offices and properties of each Servicer for the purpose of examining such books and records, and to discuss matters relating to the Pool Receivables, other Pool Assets, the Monetized Receivables and Related Monetized Assets or each Servicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of each Servicer (provided that representatives of each Servicer are present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, from time to time during regular business hours, upon reasonable prior written notice from the Administrator and the Group Agents, permit certified public accountants or other auditors acceptable to the Administrator to conduct a review of its books and records with respect to the Pool Receivables and the Monetized Receivables; provided, however, that no Servicer shall be obligated to permit such examinations, visits or reviews under clauses (i) and (ii) above, together with any examinations, visits or reviews pursuant to Section 1(e) of this Exhibit IV, more than three (3) times per year (commencing upon and including the Closing Date) during such time that no Event of Default has occurred and is continuing and no Servicer shall be obligated to pay or reimburse any Person for the expenses of more than one such examination or visit pursuant to clause (i) above (together with any examination or visit pursuant to Section 1(e)(i) of this Exhibit

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IV) per year (commencing upon and including the Closing Date) during such time that no Event of Default has occurred and is continuing.

(f)Payments on Receivables, Accounts.  Such Servicer will instruct all Persons who are Obligors to deliver payments on the Pool Receivables to a Lock-Box Account (which (x) in the case of U.S. Originator Receivables shall be a U.S. Lock-Box Account and (y) in the case of Canadian Originator Receivables shall be a Canadian Lock-Box Account), except in the case of any Payment-on-Delivery Transactions and provided that, such Servicer may permit Obligors to make On-Site Payments notwithstanding such instructions.  If any such payments or other Collections are received by each Servicer, including without limitation, any Collections received in connection with any Payment-on-Delivery Transactions and On-Site Payments, it shall hold such payments in trust for the benefit of the Administrator and the Lenders and promptly (but in any event within three (3) Business Days after receipt) remit such funds into a Lock-Box Account; provided that any Servicer that receives Collections may remit such Collections to an account other than a Lock-Box Account so long as (i) such amounts are subsequently swept or transferred to a Lock-Box Account within three (3) Business Days after such Servicer’s receipt thereof and (ii) the aggregate amount of such Collections so deposited by any Originator, Servicer or Borrower in any calendar month does not exceed 1% of all Collections received in such calendar month.  Except as otherwise provided in this Agreement, no Servicer will permit the funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account.  If such funds are nevertheless deposited into any Lock-Box Account, such Servicer will promptly identify such funds for segregation.  Except as otherwise provided in this Agreement, such Servicer will not commingle Collections or other funds to which the Administrator, any Group Agent or any Lender is entitled with any other funds.  Such Servicer shall only add, a Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account to those listed on Schedule II to this Agreement, if the Administrator has received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and substance reasonably acceptable to the Administrator from any such new Lock-Box Bank.  Each Servicer shall only terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box), upon thirty (30) days’ advance notice to the Administrator.  Notwithstanding anything to the contrary in this Agreement, (i) Non-Receivable Cash Deposits may be deposited in a Lock-Box Account so long as the following conditions are met: (A) each Servicer shall promptly (but in any event within two (2) Business Days after such deposit) identify such Non-Receivable Cash Deposits and transfer such Non-Receivable Cash Deposits to an account other than a Lock-Box Account and (B) with respect to Non-Receivable Cash Deposits described in clause (a) of the definition thereof, (x) the Administrator shall have approved of such third party billing arrangement in writing and (y) if so requested by the Administrator, such third party, such Servicer, such Originator and/or such Borrower (as specified by the Administrator) and the Administrator shall have entered into an intercreditor agreement, or other similar arrangement, reasonably acceptable to the Administrator and (ii) Monetized Receivable Collections may be deposited in a Lock-Box Account so long as the Monetization Intercreditor Agreement is in full force and effect.

(g)Extension or Amendment of Pool Receivables.  Except as any Servicer is otherwise permitted in Section 4.2 of this Agreement, no Servicer will extend, amend or otherwise modify the terms of any Pool Receivable, or amend, modify or waive any term or condition of any Contract related thereto, without the prior written consent of the Administrator and the Majority Group

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Agents.  Such Servicer shall at its expense, timely and fully perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Pool Receivables, and timely and fully comply in all material respects with the Credit and Collection Policy with regard to each Pool Receivable and the related Contract.

(h)Change in Business.  No Servicer will (i) make any change in the character of its business, which change could impair the collectibility of any Pool Receivable or (ii) make any change in any Credit and Collection Policy that would reasonably be expected to materially adversely affect the collectibility of the Pool Receivables, the enforceability of any related Contract or its ability to perform its obligations under the related Contract or the Transaction Documents, in the case of either (i) or (ii) above, without the prior written consent of the Administrator and the Majority Group Agents.  No Servicer shall make any written change in any Credit and Collection Policy without giving prior written notice thereof to the Administrator and each Group Agent.

(i)Records.  Such Servicer will maintain and implement administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

(j)Change in Payment Instructions to Obligors.  No Servicer shall add to, replace or terminate any of the Lock-Box Accounts (or any related lock-box or post office box) listed in Schedule II hereto or make any change in its instructions to the Obligors of Pool Receivables regarding payments to be made to the Lock-Box Accounts (or any related lock-box or post office box), unless the Administrator and each Group Agent shall have received (x) prior written notice of such addition, termination or change and (y) signed and acknowledged Lock-Box Agreements with respect to such new Lock-Box Accounts (or any related lock-box or post office box).

(k)Security Interest, Etc.  Such Servicer shall (i) at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable security interest in the Pool Receivables, the Related Security and Collections with respect thereto, and (ii) at its expense, in order to evidence the interests of the Administrator under this Agreement, from time to time take such action, or execute and deliver such instruments as may be necessary to maintain and perfect, as a first-priority security interest, the Administrator’s security interest in the Pool Receivables, Related Security and Collections.  Such Servicer shall at its expense, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s authorization and approval, all financing statements, amendments, financing change statements, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s security interest as a first-priority security interest.  The Administrator’s approval of such filings shall authorize each Servicer to file such financing statements under the UCC or PPSA without the signature of any Borrower, any Originator or the Administrator where allowed by applicable law.  Notwithstanding anything else in the Transaction Documents to the contrary, no Servicer shall have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the

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name of a debtor or excludes collateral of any such financing statements, except with respect to any Person that ceases to be any Originator, without the prior written consent of the Administrator.

(l)Anti-Money Laundering/International Trade Law Compliance.  No Servicer will become a Sanctioned Person.  No Covered Entity, either in its own right or through any third party, will (i) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (ii) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; (iii) engage in any dealings or transactions prohibited by any Anti-Terrorism Law or (iv) use the proceeds of any Loan to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law.  The funds used to repay each Loan will not be derived from any unlawful activity.  Such Servicer shall comply with all Anti-Terrorism Laws.  Such Servicer shall promptly notify the Administrator and each Group Agent in writing upon the occurrence of a Reportable Compliance Event.

(m)Change in Master Services Agreement.  Such Servicer will (i) notify the Administrator and each Group Agent in writing promptly upon (but in no event later than three (3) Business Days after) any amendment, restatement or termination of the Master Services Agreement for Information Technology, dated as of September 11, 2009, between CBTS and the General Electric Company (as amended, restated, supplemented or otherwise modified from time to time, the “Master Services Agreement”) and (ii) furnish or cause to be furnished to the Administrator and each Group Agent a copy of such amended or restated Master Services Agreement then in effect.

(n)Monetization Documents.  Promptly following the amendment, restatement, modification, waiver or termination of any Monetization Document, the U.S. Servicer shall provide a copy thereof to the Administrator and each Group Agent.

(o)Sale of Monetized Receivables.  The U.S. Servicer shall not permit the U.S. Borrower to consummate any sale of Monetized Receivables, unless each of the applicable conditions set forth in Section 1.1(d) have been satisfied in connection therewith.

(p)Certain Legacy Lock-Box Accounts.  Not later than April 2, 2021, each Servicer shall have instructed Obligors to cease remitting Collections to any deposit accounts maintained at Wells Fargo Bank, N.A. that are owned by any Borrower (each, a “Legacy Lock-Box Account”) and begin remitting Collections to another Lock-Box Account. Not later than August 2, 2021, the Servicers shall have caused each Legacy Lock-Box Account to be closed.

(q)Tax Status of Borrowers.  Such Servicer shall take all actions necessary to ensure that (A) the U.S. Borrower does not become treated (i) as other than a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes that is disregarded as separate from a United States person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code) and (ii) as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes, and (B) the Canadian Borrower (x) shall not be required to pay, withhold and/or remit any material amount of Canadian federal, provincial or local taxes (including income, withholding, franchise or value added taxes), other than any

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Canadian withholding tax imposed on (1) an amount payable by the Canadian Borrower under this Agreement to a party not dealing at arm’s length with the Canadian Borrower for purposes of the Canadian Tax Act that is not a resident of the United States for purposes of the Convention between Canada and the United States of America with respect to Taxes on Income and on Capital or (2) interest payable on any Loan made to the Canadian Borrower where the transfer or assignment of such Loan or of any interest therein pursuant to Section 6.3 by any Lender results in such interest becoming “participating debt interest” within the meaning of the Canadian Tax Act, and (y) does not have tax residence and is not otherwise subject to tax in any jurisdiction outside Canada.

(r)Federal Assignment of Claims Act, Etc. If reasonably requested by the Administrator, the Servicers shall prepare and make any filings under the Federal Assignment of Claims Act (or any other similar Applicable Law, including any state or municipal law or regulation) with respect to Receivables from Obligors that are U.S. Federal Governmental Entities, that are necessary in order for the Administrator to enforce such Receivable against the Obligor thereof; itbeingunderstoodandagreed that any such request made after an Event of Default shall be deemed to be reasonable and necessary.

3. Separate Existence.  Each Borrower and each Servicer hereby acknowledges that the Lenders and the Administrator are entering into the transactions contemplated by this Agreement and the other Transaction Documents in reliance upon each Borrower’s identity as a legal entity separate from CB, the Originators and their respective Affiliates.  Therefore, from and after the date hereof, each Borrower and each Servicer shall take all steps specifically required by this Agreement or reasonably required by the Administrator or any Group Agent to continue each Borrower’s identity as a separate legal entity and to make it apparent to third Persons that such Borrower is an entity with assets and liabilities distinct from those of CB, any Originator, any Servicer and any other Person, and is not a division of CB, any Originator, any Servicer or any other Person.  Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, each Borrower and each Servicer shall take such actions as shall be required in order that:

(a)Each Borrower will be a limited purpose company whose primary activities are restricted in its operating agreement to: (i) purchasing or otherwise acquiring from any Originators or CB owning, holding, servicing, granting security interests or selling interests in Pool Assets and the Monetized Receivables and Related Monetized Assets, (ii) entering into agreements for the selling and servicing of the Receivables Pool and Monetized Receivables or for borrowing from banks, financial institutions or similar entities, (iii) to purchase, hold and sell common stock or similar equity interests (“Equity Investments”) and to exercise all voting rights and other incidents of ownership with respect to the Equity Investments, (iv) to use proceeds derived from sale or ownership of Pool Assets and Equity Investments as determined by the board of directors of each Borrower and permitted by the Transaction Documents, and (v) conducting such other activities as it deems necessary or appropriate to carry out its primary activities;

(b)No Borrower shall engage in any business or activity, or incur any indebtedness or liability (including, without limitation, any assumption or guaranty of any obligation of CB, any Originator, the any or any Affiliate thereof), other than as expressly permitted by the Transaction Documents or, with respect to the U.S. Borrower, the Monetization Documents;

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(c)Not less than one (1) member of any Borrower’s board of directors (the “Independent Director”) shall be a natural person (A) who is not at the time of initial appointment and has not been at any time during the five (5) years preceding such appointment: (1) an equityholder, director (other than an independent director), officer, employee, member (other than a special member or similar capacity), manager (other than an independent manager), attorney or partner of CB, any Borrower, any Servicer or any of their Affiliates; (2) a customer of, supplier to or other person who derives more than 1% of its purchases or revenues from its activities with CB, any Borrower, any Servicer or any of their Affiliates; (3) a person or other entity controlling, controlled by or under common control with any such equity holder, partner, member, manager, customer, supplier or other person; or (4) a member of the immediate family of any such equity holder, director, officer, employee, member, manager, partner, customer, supplier or other person and (B) who has (1) prior experience as an independent director for a corporation or an independent director or independent manager of a limited liability company whose charter documents required the unanimous consent of all independent directors or independent managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (2) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities.  Under this clause (c), the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise.  The operating agreement of each Borrower shall provide that: (A) such Borrower’s board of directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to such Borrower unless the Independent Director shall approve the taking of such action in writing before the taking of such action, and (B) such provision cannot be amended without the prior written consent of the Independent Director;

(d)The Independent Director shall not at any time serve as a trustee in bankruptcy for the applicable Borrower, CB, any Originator, any Servicer or any of their respective Affiliates;

(e)Each Borrower shall conduct its affairs in accordance with its organizational documents and observe all necessary, appropriate and customary limited liability company formalities, including, but not limited to, holding all regular and special members’ and board of directors’ meetings appropriate to authorize all limited liability company action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts;

(f)Any employee, consultant or agent of each Borrower will be compensated from such Borrower’s funds for services provided to such Borrower, and to the extent that such Borrower shares the same officers or other employees as CB, any Servicer or any Originator (or any other Affiliate thereof), the salaries and expenses relating to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with such common officers and employees.  No Borrower will engage any agents other than its attorneys, auditors and other professionals, and a servicer and any other agent contemplated by the Transaction Documents for the Receivables

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Pool, which servicer will be fully compensated for its services by payment of the Servicing Fee, and a manager, which manager will be fully compensated from each Borrower’s funds;

(g)Each Borrower will contract with the applicable Servicer to perform for such Borrower all operations required on a daily basis to service the Receivables Pool.  Each Borrower will pay the applicable Servicer the Servicing Fee pursuant hereto.  No Borrower will incur any material indirect or overhead expenses for items shared with CB, any Servicer or any Originator (or any other Affiliate thereof) that are not reflected in the Servicing Fee.  To the extent, if any, that any Borrower (or any Affiliate thereof) shares items of expenses not reflected in the Servicing Fee or the manager’s fee, such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; itbeingunderstood that CB and OnX Enterprise Solutions Ltd., in their capacity as Servicers, shall pay all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including legal, agency and other fees;

(h)Each Borrower’s operating expenses will not be paid by CB, any Servicer or any Originator or any Affiliate thereof;

(i)Each Borrower will have its own separate stationery;

(j)Each Borrower’s books and records will be maintained separately from those of CB, each Servicer, each Originator and any other Affiliate thereof and in a manner such that it will not be difficult or costly to segregate, ascertain or otherwise identify the assets and liabilities of such Borrower;

(k)All financial statements of CB, any Servicer or any Originator or any Affiliate thereof that are consolidated to include such Borrower will disclose that (i) such Borrower is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of such Borrower’s assets prior to any assets or value in of Borrower becoming available to of Borrower’s equity holders and (ii) the assets of such Borrower are not available to pay creditors of CB, any Servicer or any Originators or any other Affiliates of CB, any Servicer or any Originators;

(l)Each Borrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of CB, each Servicer, each Originators or any Affiliates thereof;

(m)Each Borrower will observe limited liability company formalities in its dealings with CB, any Servicer, any Originators or any Affiliates thereof, and funds or other assets of such Borrower will not be commingled with those of CB, any Servicer, any Originators or any Affiliates thereof except as permitted by this Agreement in connection with servicing the Pool Receivables.  Each Borrower shall not maintain joint bank accounts or other depository accounts to which CB or any Affiliate thereof (other than CB and OnX Enterprise Solutions Ltd., in their capacity as the Servicers) has independent access.  No Borrower is named, and has not entered into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy with respect to any loss relating to the property of CB, any Originators or any

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Subsidiaries or other Affiliates thereof.  Each Borrower will pay to the appropriate Affiliate the marginal increase or, in the absence of such increase, the market amount of its portion of the premium payable with respect to any insurance policy that covers such Borrower and such Affiliate;

(n)Each Borrower will maintain arm’s-length relationships with CB, any Servicer, any Originators (and any Affiliates thereof).  Any Person that renders or otherwise furnishes services to any Borrower will be compensated by such Borrower at market rates for such services it renders or otherwise furnishes to such Borrower.  None of the Borrowers, CB, any Servicer or any Originator will be or will hold itself out to be responsible for the debts of the other or the decisions or actions respecting the daily business and affairs of the other.  Each Borrower, CB, each Servicer and each Originator will promptly correct any known misrepresentation with respect to the foregoing, and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity;

(o)Each Borrower shall have a separate area from CB, each Servicer and each Originator for its business (which may be located at the same address as such entities) and to the extent that any other such entity has offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its fair share of such expenses; and

(p)To the extent not already covered in paragraphs (a) through (o) above, each Borrower shall comply and/or act in accordance with the provisions of Section 6.4 of the applicable Sale Agreement.

4. Duplication of Notices, Etc.  Notwithstanding anything in this Exhibit IV to the contrary, to the extent that any Borrower and any Servicer are each required to deliver the same notice, document, report or other information, delivery by either will be deemed to be delivery by both.

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EXHIBIT V

EVENTS OF DEFAULT

Each of the following shall be an “Event of Default”:

(a)(i) any Borrower, CB or any Servicer shall fail to perform or observe any term, covenant or agreement under this Agreement or any other Transaction Document, except as otherwise provided herein, such failure shall, solely to the extent capable of cure, continue for thirty (30) days after the earlier of any such Person’s knowledge or notice thereof or (ii) any Borrower, CB or any Servicer shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document and such failure shall remain unremedied for two (2) Business Days after the earlier of any such Person’s knowledge or notice thereof;

(b)a Servicer Default (other than of the type set forth in clause (e) or (f) of the definition thereof) shall occur;

(c)any representation or warranty made or deemed made by any Borrower or any Servicer (or any of their respective officers) under or in connection with this Agreement or any other Transaction Document, or any information or report delivered by such Borrower or such Servicer pursuant to this Agreement or any other Transaction Document, shall fail to have been true or correct in any material respect when made or deemed made or delivered and except as otherwise provided herein, such failure shall, solely to the extent capable of cure, continue for thirty (30) days after the earlier of any such Person’s knowledge or notice thereof;

(d)any Borrower or any Servicer shall fail to deliver any Information Package when due pursuant to this Agreement, and such failure shall remain unremedied for two (2) Business Days after the earlier of such Person’s knowledge or notice thereof;

(e)this Agreement shall for any reason: (i) cease to create a valid and enforceable first priority perfected security interest in each Pool Receivable, the Related Security and Collections with respect thereto, free and clear of any Adverse Claim other than Permitted Adverse Claims or (ii) cease to create with respect to the Pool Assets, or the interest of the Administrator (for the benefit of the Lenders) with respect to such Pool Assets shall cease to be, a valid and enforceable first priority perfected security interest, free and clear of any Adverse Claim other than Permitted Adverse Claims;

(f)any Borrower, CB, any Servicer or any Originator shall generally not pay its debts as such debts become due, shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against any Borrower, CB, any Servicer or any Originator seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a Receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such

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proceeding shall remain undismissed or unstayed for a period of ninety (90) days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a Receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or any Borrower, CB, any Servicer or any Originator shall take any corporate action to authorize any of the actions set forth above in this paragraph;

(g)(i) the (A) Default Ratio shall exceed 4.5% or (B) Delinquency Ratio shall exceed 15%, (ii) the average for three consecutive calendar months of: (A) the Default Ratio shall exceed 3.5%, (B) the Delinquency Ratio shall exceed 13%, or (C) the Dilution Ratio shall exceed 4% or (iii) the Days’ Sales Outstanding exceeds the DSO Trigger; provided that any of the percentage thresholds set forth in this clause (g) may be amended upon five (5) days’ notice upon the written agreement by the Administrator, each Purchaser Agent and each Borrower;

(h)a Change in Control shall occur;

(i)the Coverage Percentage shall exceed 100% for two (2) Business Days after the earlier of any Borrower’s or any Servicer’s knowledge or notice thereof;

(j)(i) any Borrower, CB or any of its Subsidiaries shall fail to pay any principal of or premium or interest on any of its Debt that is outstanding in a principal amount of at least the Threshold Amount in the aggregate (or, solely with respect to any Borrower, $15,775) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement, mortgage, indenture or instrument relating to such Debt, (ii) any other event shall occur or condition shall exist under any agreement, mortgage, indenture or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement, mortgage, indenture or instrument, if the effect of such event or condition is to give the applicable debtholders the right (whether acted upon or not) to accelerate the maturity of such Debt and, in the case of this clause (ii), if the agreement, mortgage, indenture or instrument relating to such Debt does not provide for a grace period upon the occurrence of such failure, event or condition, then (A) such failure, event or condition shall be continuing and such Debt shall have been accelerated or (B) such failure, event or condition shall be continuing for a period of fifteen (15) Business Days without such failure, event or condition having been cured, waived or otherwise remedied under the agreement, mortgage, indenture or instrument relating to such Debt or (iii) without limiting the foregoing, any “Purchase Termination Event” or similar event shall occur under the Monetization Documents (whether or not waived under and in accordance with the Receivables Monetization Documents);

(k)either the Internal Revenue Service or the Pension Benefit Guaranty Corporation shall have filed one or more notices of lien asserting a claim or claims in an amount in excess of $500,000 pursuant to the Internal Revenue Code, or ERISA, as applicable, against the assets of Borrower, CB or any ERISA Affiliate;

(l)any “Purchase and Sale Termination Date” (as defined in the applicable Sale Agreement) shall have occurred;

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(m)CB shall fail to perform any of its obligations under the Performance Guaranty and, except as otherwise provided herein, such failure shall, solely to the extent capable of cure, continue for thirty (30) days after the earlier of CB’s knowledge or notice thereof, as applicable; or

(n)any Letter of Credit is drawn upon and not fully reimbursed within two (2) Business Days from the date of such draw.

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SCHEDULE I

CREDIT AND COLLECTION POLICY

[TO BE INSERTED]

Schedule I-1

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SCHEDULE II

LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS

Bank Accounts

Financial Institutions	Account Number
*Branch Banking and Trust Company	1180000238203
**Fifth Third Bank	07029127433
*Branch Banking and Trust Company	1180000238173
**Fifth Third Bank	07029127441
PNC Bank, N.A.	4003617240
PNC Bank, N.A.	4002886552
PNC Bank, N.A.	4130196417
PNC Bank Canada Branch	010241006683
First Hawaiian Bank	01-178806
First Hawaiian Bank	44-047179
First Hawaiian Bank	01-178784
Bank of Hawaii	0003-231267

*Prior to such time that the Servicer notifies the Administrator that such account has been closed.**On and after the date on which such accounts have been opened and subject to a Lock-Box Agreement.

Schedule II-1

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Post Office and Lock Boxes

Address	Location
P.O. Box 748001 Cincinnati, Ohio 45274-8001	Dalton Street Facility
P.O. Box 748003 Cincinnati, Ohio 45274-8003	Dalton Street Facility
*P.O. Box 75063 Cincinnati, Ohio 45275	Cincinnati/Northern Kentucky International Airport
**P.O. Box 631782 Cincinnati, Ohio 45263-1782	N/A
**P.O. Box 631784 Cincinnati, Ohio 45263-1784	N/A
1507 Solutions Center Chicago, IL 60677-1005	N/A
*P.O. Box 787 Florence, KY 41022-0787	N/A
**P.O. Box 631783 Cincinnati, Ohio 45263-1783	N/A
PO Box 30770 Honolulu, HI 96820-0770	N/A
PO Box 29880 Honolulu, HI 96820-2280	N/A
PO Box 30760 Honolulu, HI  96820-0760	N/A
3600 Aolele St RM 400 Honolulu, HI 96820-9711	N/A

*Prior to such time that the Servicer notifies the Administrator that such account has been closed.**On and after the date on which such accounts have been opened and subject to a Lock-Box Agreement.

Schedule II-2

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SCHEDULE III

GROUP COMMITMENTS

Group
Name		Capacity	Commitment	Group Commitment
PNC Group		Group	N/A	$150,500,000
	PNC	Related Committed Lender	$150,500,000
	PNC	LC Participant	$150,500,000
	PNC	Group Agent	N/A
	PNC	LC Bank	N/A
Regions Group		Group	N/A	$64,500,000
	Regions	Related Committed Lender	$64,500,000
	Regions	LC Participant	$64,500,000
	Regions	LC Bank	N/A
	Regions	Group Agent	N/A

Schedule III-1

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Schedule IV-1

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ANNEX A-1

FORM OF MONTHLY REPORT

[To be inserted]

Annex A-1

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ANNEX A-2

FORM OF WEEKLY REPORT

Annex A-2

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ANNEX B

FORM OF BORROWING NOTICE

[Letterhead of Borrowers]

[Date]

[Administrator]

Re: [Borrowing Notice]

Ladies and Gentlemen:

Reference is made to that certain Receivables Financing Agreement, dated as of May 10, 2018 (as amended, modified, restated or supplemented from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), by and among Cincinnati Bell Funding LLC, a Delaware limited liability company, as U.S. Borrower, Cincinnati Bell Funding Canada Ltd., an Ontario corporation, as Canadian Borrower (together, the “Borrowers”), Cincinnati Bell Inc. (“CB”), an Ohio corporation, as initial U.S. Servicer and OnX Enterprise Solutions Ltd., as initial Canadian Servicer, the various Lenders and Group Agents from time to time party thereto, PNC Bank, National Association, as Administrator and Letter of Credit Bank, and PNC Capital Markets LLC, as Structuring Agent.  Capitalized terms used in this Borrowing Notice and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.

This letter constitutes a Borrowing Notice pursuant to Section 1.2(a) of the Agreement.  Each Borrower hereby request a Loan in the amount of [$/CAD_______] to be made on [_____, 20__] (of which $/CAD[___] will be funded by PNC and $/CAD[___] will be funded by [___].  The proceeds of such Loan should be deposited to [Account number], at [Name, Address and ABA Number of Bank].  After giving effect to such Loan, the Aggregate Capital will be [$_______].]  The U.S. Borrower’s Share shall be __% and the Canadian Borrower’s Share shall be __%.

On the date hereof, and after giving effect to the Loan requested hereunder, the statements in Section 2(b) of Exhibit II of the Agreement are true.

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IN WITNESS WHEREOF, the undersigned has executed this letter by its duly authorized officer as of the date first above written.

Very truly yours,

CINCINNATI BELL FUNDING CANADA LTD.,

CINCINNATI BELL FUNDING LLC

By:
Name: Joshua T. Duckworth
Title: Vice President of Treasury,
Corporate Finance and Investor Relations

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ANNEX C

FORM OF ASSUMPTION AGREEMENT

Dated as of [__________ __, 20__]

THIS ASSUMPTION AGREEMENT (this “AGREEMENT”), dated as of [______ __, ____], is among CINCINNATI BELL FUNDING LLC and CINCINNATI BELL FUNDING CANADA LTD. (the “Borrowers”),  [________], as lender (the “[_____] Conduit Lender”), [________], as the related committed lender (the “[______] Related Committed Lender”), [________], as the related LC Participant (the “[______] LC Participant”, and together with the Conduit Lender, Related Committed Lender and LC Participant, the “[_____] Lenders”), and [________], as agent for the [_____] Lenders (the “[______] Group Agent” and together with the [_____] Lenders, the “[_______] Group”).

BACKGROUND

The Borrowers and various others are parties to that certain Receivables Financing Agreement, dated as of May 10, 2018 (as amended, modified, restated or supplemented from time to time, the “Receivables Financing Agreement”), by and among Cincinnati Bell Funding LLC, a Delaware limited liability company, as U.S. Borrower, Cincinnati Bell Funding Canada Ltd., an Ontario corporation, as Canadian Borrower (together, the “Borrowers”), Cincinnati Bell Inc. (individually, “CB”), an Ohio corporation, as initial U.S. Servicer and OnX Enterprise Solutions Ltd., an Ontario corporation, as initial Canadian Servicer, the various Lenders and Group Agents from time to time party thereto, PNC Bank, National Association, as Administrator and Letter of Credit Bank, and PNC Capital Markets LLC, as Structuring Agent. Capitalized terms used and not otherwise defined herein have the respective meaning assigned to such terms in the Receivables Financing Agreement.

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1.  This letter constitutes an Assumption Agreement pursuant to Section 6.3 of the Receivables Financing Agreement.  Each Borrower desires [the [_____] Lenders] [the [______] Related Committed Lenders] [the [______] related LC Participant] to [become  Lenders under] [increase its existing Commitment under] the Receivables Financing Agreement and upon the terms and subject to the conditions set forth in the Receivables Financing Agreement, the [________] Lenders agree to [become Lenders thereunder] [increase its Commitment in an amount equal to the amount set forth as the “Commitment” under the signature of such [______] Related Committed Lender hereto] [increase its Commitment in an amount equal to the amount set forth as the “Commitment” under the signature of such [______] related LC Participant hereto].

Each Borrower hereby represents and warrants to the [________] Lenders as of the date hereof, as follows:

(i)  the representations and warranties of the Borrowers contained in Exhibit III of the Receivables Financing Agreement are true and correct in all material respects on and as the date

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of such loan as though made on and as of such date (except for representations and warranties which apply as to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date);

(ii)  no event has occurred and is continuing, or would result from such loan, that constitutes an Event of Default or an Unmatured Event of Default; and

(iii)  theFacility Termination Date has not occurred.

SECTION 2.  Upon execution and delivery of this Agreement by each Borrower and each member of the [______] Group, satisfaction of the other conditions to assignment specified in Section 6.3 of the Receivables Financing Agreement (including the written consent of the Administrator and each Group Agent) and receipt by the Administrator and each Borrower of counterparts of this Agreement (whether by facsimile or otherwise) executed by each of the parties hereto, [the [_____] Lenders shall become a party to, and have the rights and obligations of Lenders under, the Receivables Financing Agreement][the [______] Related Committed Lender shall increase its Commitment in the amount set forth as the “Commitment” under the signature of the [______] Related Committed Lender hereto][the [______] related LC Participant shall increase its Commitment in the amount set forth as the “Commitment” under the signature of the [______] related LC Participant hereto].

SECTION 3.  Each party hereto hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Lender, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Lender is paid in full. The covenant contained in this paragraph shall survive any termination of the Receivables Financing Agreement.

SECTION 4.  THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF A SECURITY INTEREST OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.  This Agreement may not be amended, supplemented or waived except pursuant to a writing signed by the party to be charged.  This Agreement may be executed in counterparts, and by the different parties on different counterparts, each of which shall constitute an original, but all together shall constitute one and the same agreement.

(continued on following page)

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the date first above written.

[___________], as a Conduit Lender

By:Name Printed:Title:

[Address]

[___________], as a Related Committed Lender

By:Name Printed:Title:

[Address]

[Commitment]

[___________], as a related LC Participant

By:Name Printed:Title:

[Address]

[Commitment]

[_____________], as Group Agent for [_________]

By:Name Printed:Title:

[Address]

Annex C-3

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CINCINNATI BELL FUNDING CANADA LTD.,

CINCINNATI BELL FUNDING LLC, as Borrowers

By:____________________________

Name Printed:____________________

Title:___________________________

Consented and Agreed:

PNC BANK, NATIONAL ASSOCIATION, as Administrator

By:____________________________

Name Printed:___________________
Title:___________________________

Address:[_________]

PNC BANK, NATIONAL ASSOCIATION, as LC Bank

By:____________________________

Name Printed:___________________
Title:___________________________

Address:[_________]

[THE GROUP AGENTS]

By:___________________________

Name Printed:__________________

Title:__________________________

Annex C-4

747623848 06117932

ANNEX D

FORM OF TRANSFER SUPPLEMENT

Dated as of [_______ __, 20__]

Section 1.

Commitment assigned:$_________

Assignor’s remaining Commitment:$_________

Capital allocable to Commitment assigned:$_________

Assignor’s remaining Capital:$_________

Interest (if any) allocable to

Capital assigned:$_________

Interest (if any) allocable to Assignor’s

remaining Capital:$_________

Section 2.

Effective Date of this Transfer Supplement:  [__________]

Upon execution and delivery of this Transfer Supplement by transferee and transferor and the satisfaction of the other conditions to assignment specified in Section 6.3(c) of the Receivables Financing Agreement (as defined below), from and after the effective date specified above, the transferee shall become a party to, and have the rights and obligations of a Related Committed Lender that certain Receivables Financing Agreement, dated as of May 10, 2018 (as amended, modified, restated or supplemented from time to time, the “Agreement”, by and among Cincinnati Bell Funding LLC, a Delaware limited liability company, as U.S. Borrower, Cincinnati Bell Funding Canada Ltd., an Ontario corporation, as Canadian Borrower (together, “Borrowers”), Cincinnati Bell Inc. (individually, “CB”), an Ohio corporation, as initial U.S. Servicer and OnX Enterprise Solutions Ltd., as initial Canadian Servicer, the various Lenders and Group Agents from time to time party thereto, PNC Bank, National Association, as Administrator and Letter of Credit Bank, and PNC Capital Markets LLC, as Structuring Agent.

Annex D-1

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ASSIGNOR:[_________], as a Related Committed Lender

By:______________________  

Name:____________________

Title:_____________________

ASSIGNEE:[_________], as a Related Committed Lender

By:___________________

Name:_________________

Title:__________________

[Address]

Accepted as of date first above

written:

[___________], as Group Agent for

the [______] Group

By:_________________________

Name:___________________

Title:____________________

Annex D-2

747623848 06117932

ANNEX E

FORM OF PAYDOWN NOTICE

[Letterhead of Borrowers]

[Date]

[Administrator]

Re: Paydown Notice

Ladies and Gentlemen:

Reference is made to that certain Receivables Financing Agreement, dated as of May 10, 2018 (as amended, modified, restated or supplemented from time to time, the “Agreement”), by and among Cincinnati Bell Funding LLC, a Delaware limited liability company, as U.S. Borrower, Cincinnati Bell Funding Canada Ltd., an Ontario corporation, as Canadian Borrower (together, “Borrowers”), Cincinnati Bell Inc. (individually, “CB”), an Ohio corporation, as initial U.S. Servicer and OnX Enterprise Solutions Ltd., as initial Canadian Servicer, the various Lenders and Group Agents from time to time party thereto, PNC Bank, National Association, as Administrator and Letter of Credit Bank and PNC Capital Markets LLC, as Structuring Agent.  Capitalized terms used in this Paydown Notice and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.

This letter constitutes a Paydown Notice pursuant to Section 1.1(b) of the Agreement.  Each Borrower hereby notifies the Administrator and the Lenders that it shall prepay the outstanding Capital of the Lenders in the amount of [$/CAD_______] to be made on [_____, 20__].   After giving effect to such prepayment, the Aggregate Capital will be [$_______]. The U.S. Borrower’s Share shall be __% and the Canadian Borrower’s Share shall be __%.

On the date hereof, and after giving effect to the payment contemplated hereunder, the statements in Section 2(b) of Exhibit II of the Agreement are true.

Annex E-1

747623848 06117932

IN WITNESS WHEREOF, the undersigned has executed this letter by its duly authorized officer as of the date first above written.

Very truly yours,

CINCINNATI BELL FUNDING CANADA LTD.,

CINCINNATI BELL FUNDING LLC

By:
Name: Joshua T. Duckworth
Title: Vice President of Treasury,
Corporate Finance and Investor Relations

Annex E-2

747623848 06117932

ANNEX F

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date:

To:PNC Bank, National Association, as Administrator

Ladies and Gentlemen:

Reference is made to that certain Receivables Financing Agreement, dated as of May 10, 2018 (as amended, modified, restated or supplemented from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), by and among Cincinnati Bell Funding LLC, a Delaware limited liability company, as U.S. Borrower, Cincinnati Bell Funding Canada Ltd., an Ontario corporation, as Canadian Borrower (together, “Borrowers”), Cincinnati Bell Inc. (individually, “CB”), an Ohio corporation, as initial U.S. Servicer and OnX Enterprise Solutions Ltd., as initial Canadian Servicer, the various Lenders and Group Agents from time to time party thereto, PNC Bank, National Association, as Administrator and Letter of Credit Bank, and PNC Capital Markets LLC, as Structuring Agent.

The undersigned [chief accounting officer, chief financial officer or treasurer] hereby certifies as of the date hereof that he/she is the [chief accounting officer, chief financial officer or treasurer] of CB, and that, as such, he/she is authorized to execute and deliver this certificate to the Administrator on the behalf of CB, and that:

1. Attached hereto is the year-end audited financial statement required by Section 2(a)(i) of Exhibit IV of the Agreement for the fiscal year of CB ended as of the above date.

[select one:]

[2. To the best knowledge of the undersigned, as of the date hereof no Event of Default or Unmatured Event of Default has occurred and is continuing.]

[2. The following is a list of each Event of Default or Unmatured Event of Default and its nature and status:]

[The remainder of this page is intentionally left blank.]

Annex F-1

747623848 06117932

IN WITNESS WHEREOF, the undersigned has executed this certificate as of __________________, _______.

CINCINNATI BELL INC.

By: ________________________________

Name: ______________________________

Title: _______________________________

Annex F-2

747623848 06117932

ANNEX G



FORM OF LETTER OF CREDIT APPLICATION

Annex G-1

747623848 06117932

ANNEX H

SPECIAL OBLIGORS

Special Obligor

Special Concentration Percentage

The General Electric Companies, so long as each of the following conditions are met: (a)General Electric Company has both: (i) a long-term unsecured debt rating of at least “BBB-” by Standard & Poor’s; and (ii) a long-term unsecured debt rating of at least “Baa3” by Moody’s (such conditions, the “GE Ratings Conditions”); and (b) no more than 15% of Receivables, the Obligor of which is one of the General Electric Companies, remain unpaid one hundred and twenty-one (121) days or more from the original invoice date of such Receivables; and (c) the Administrator has not provided five (5) Business Days’ notice to the Borrowers or Servicers that the applicable Concentration Percentage shall be any other percentage that is not less than the percentage that would be applicable to the General Electric Companies if the General Electric Companies did not constitute Special Obligors notwithstanding satisfaction of clauses (a) and (b) above

15.00%

Annex H-1

747623848 06117932

Special Obligor	Special Concentration Percentage
The General Electric Companies, so long as the following conditions are met: (a)either: (i) each of the GE Ratings Conditions is satisfied; or (ii) no more than 15% of Receivables, the Obligor of which is one of the General Electric Companies, remain unpaid one hundred and twenty-one (121) days or more from the original invoice date of such Receivables; and (b) the Administrator has not provided five (5) Business Days’ notice to the Borrowers or Servicers that the applicable Concentration Percentage shall be any other percentage that is not less than the percentage that would be applicable to the General Electric Companies if the General Electric Companies did not constitute Special Obligors notwithstanding satisfaction of clause (a) above	10.00%
Verizon Communications Inc.,, so long as each of the following conditions are met: (a) Verizon Communications Inc. has: (i)a long-term unsecured debt rating of at least “BBB-” by Standard & Poor’s; and (ii)a long-term unsecured debt rating of at least “Baa3” by Moody’s; and (b) no more than 15% of Receivables, the Obligor of which is Verizon Communications Inc., remain unpaid one hundred and fifty-one (151) days or more from the original invoice date of such Receivables; and (c) the Administrator has not provided five (5) Business Days’ notice to the Borrowers or Servicers that the applicable Concentration Percentage shall be any other percentage that is not less than the percentage that would be applicable to Verizon Communications Inc. if Verizon Communications Inc. did not constitute a Special Obligor notwithstanding satisfaction of clauses (a) through (b) above	During Period I,1 15.00%, and During Period II,2 25.00%

¹  For purposes of this Annex H, “Period I” means the period beginning on (and including) the Settlement Date falling in May of each calendar year to (but not including) the Settlement Date falling in January of the following calendar year.

²  For purposes of this Annex H, “Period II” means the period beginning on (and including) the Settlement Date falling in January of each calendar year to (but not including) the Settlement Date falling in May of the same calendar year.

Annex H-2

747623848 06117932

Special Obligor	Special Concentration Percentage
Verizon Communications Inc., so long as each of the following conditions are met: (a) Verizon Communications Inc. has: (i)a long-term unsecured debt rating of at least “BBB-” by Standard & Poor’s; and (ii)a long-term unsecured debt rating of at least “Baa3” by Moody’s; and (b) the Administrator has not provided five (5) Business Days’ notice to the Borrowers or Servicers that the applicable Concentration Percentage shall be any other percentage that is not less than the percentage that would be applicable to Verizon Communications Inc. if Verizon Communications Inc. did not constitute a Special Obligor notwithstanding satisfaction of clauses (a) above	During Period I, 12.00%, and During Period II, 15.00%
Verizon Communications Inc., so long as the Administrator has not provided five (5) Business Days’ notice to the Borrowers or Servicers that the applicable Concentration Percentage shall be any other percentage that is not less than the percentage that would be applicable to Verizon Communications Inc. if Verizon Communications Inc. did not constitute a Special Obligor	During Period I, 10.00%, and During Period II, 15.00%

Annex H-3

747623848 06117932

ANNEX I

DESIGNATED OBLIGORS AND DESIGNATED TERMS

	The General Electric Companies	Verizon Communications Inc.	AT&T Inc.	Procter & Gamble Company
“Default Ratio”	7 calendar months before such calendar month	N/A	N/A	N/A
“Defaulted Receivable”	210 days from the original invoice date of such Receivable	N/A	N/A	N/A
“Delinquent Receivable”	150 days from the original invoice date of such Receivable	150 days from the original invoice date of such Receivable	N/A	150 days from the original invoice date of such Receivable
“Eligible Receivable”	N/A	N/A	N/A
“Excluded Designated Obligor”	Yes	Yes	Yes	Yes
“Loss Reserve Percentage”	Sixth most recent calendar month	N/A	N/A	N/A
“Obligor Percentage”	N/A	So long as Verizon Communications Inc. has a long-term unsecured debt rating of at least “BBB-” by Standard & Poor’s and a long-term unsecured debt rating of at least “Baa3” by Moody’s, 15%, and otherwise, N/A	N/A	N/A

Annex I-1

747623848 06117932

ANNEX J

DSO TRIGGER

“DSO Trigger” means sixty seven and one half (67.5) days.

Annex J-1

747623848 06117932

ANNEX K

FORM OF MONETIZATION REPORT

Financial Statement Date:

To: PNC Bank, National Association, as Administrator

[Group Agents]

Ladies and Gentlemen:

Reference is made to that certain Receivables Financing Agreement, dated as of May 10, 2018 (as amended, modified, restated or supplemented from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), by and among Cincinnati Bell Funding LLC, a Delaware limited liability company, as U.S. Borrower, Cincinnati Bell Funding Canada Ltd., an Ontario corporation, as Canadian Borrower (together, “Borrowers”), Cincinnati Bell Inc. (individually, “CB”), an Ohio corporation, as initial U.S. Servicer and OnX Enterprise Solutions Ltd., as initial Canadian Servicer, the various Lenders and Group Agents from time to time party thereto, PNC Bank, National Association, as Administrator and Letter of Credit Bank, and PNC Capital Markets LLC, as Structuring Agent.

The undersigned [chief accounting officer, chief financial officer, treasurer or assistant treasurer] hereby certifies as of the date hereof that he/she is the [chief accounting officer, chief financial officer, treasurer or assistant treasurer] of CB, and that, as such, he/she is authorized to execute and deliver this certificate to the Administrator on the behalf of CB, and that:

1. Each Receivable listed on the Purchase Request is a Permitted Monetization Receivable.

2. Attached hereto as Schedule I is a completed pro forma Information Package to reflect the level of the Aggregate Capital, the Aggregate LC Participation Amount and related reserves and the calculation of the Coverage Percentage after giving effect to the release of the Monetized Receivables and any prepayment scheduled to occur on the proposed Purchase Date specified in the Purchase Request.

3. Attached hereto as Schedule II is a report listing any outstanding Receivables sold pursuant to the “Purchase Request” delivered pursuant to the Receivables Purchase Agreement.

4. As of the date hereof, no event has occurred and is continuing, or would result from such sale of Monetized Receivables that constitutes an Event of Default or an Unmatured Event of Default.

5. As of the date hereof, the representations and warranties contained in Exhibit III to the Agreement are true and correct on and as of the date of such “Purchase Date” as though made on and as of such date except for representations and warranties which apply as to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date).

Annex K-1

747623848 06117932

[The remainder of this page is intentionally left blank.]

Annex K-2

747623848 06117932

IN WITNESS WHEREOF, the undersigned has executed this certificate as of __________________, _______.

CINCINNATI BELL INC.

By:

Name:

Title:

Annex K-3

747623848 06117932

ANNEX L

TAX FORMS

Annex L-1

747623848 06117932

ANNEX M

SUBJECT PPSA FILINGS

Annex N

747623848 06117932

ANNEX N

PERMITTED MONETIZATION RECEIVABLES

Verizon Communications, Inc. or any of its Subsidiaries

AT&T Inc. or any of its Subsidiaries

The Kroger Company or any of its Subsidiaries

The American Express Company or any of its Subsidiaries

Synchrony Financial or any of its Subsidiaries

The Procter & Gamble Company or any of its Subsidiaries

CVS Health Corporation or any of its Subsidiaries

EX-10.2

Exhibit 10.2

EXECUTION VERSION

FIFTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT

THIS FIFTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of June 3, 2022, is entered into by and among CINCINNATI BELL FUNDING LLC (the “Seller”), CINCINNATI BELL INC. (“CB”), as Servicer (the “Servicer”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), as buyer (the “Buyer”).

RECITALS

The parties hereto are parties to the Receivables Purchase Agreement, dated as of May 10, 2018 (as amended, amended and restated, supplemented or otherwise modified through the date hereof, the “Agreement”) and desire to amend the Agreement as hereinafter set forth.

Concurrently herewith, the Seller, the Servicer, the Buyer, and the other parties thereto are entering into that certain Sixth Amendment to the Receivables Financing Agreement, dated as of the date hereof (the “RFA Amendment”).

The parties hereto desire to amend the Agreement as set forth herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.Certain Defined Terms.  Capitalized terms that are used but not defined herein shall have the meanings set forth in the Agreement.

SECTION 2.Amendments to the Agreement.  The Agreement is hereby amended to incorporate the changes shown on the marked pages of the Agreement attached hereto as Exhibit A.

SECTION 3.Representations and Warranties.  Each of the Seller and the Servicer hereby represents and warrants to the Buyer as follows:

3.1Representations and Warranties.  The representations and warranties made by it in the Transaction Documents are true and correct as of the date hereof and after giving effect to this Amendment (unless stated to relate solely to an earlier date, in which case such representations or warranties were true and correct as of such earlier date).

3.2Enforceability.  The execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment and the Agreement, as amended hereby, are within its organizational powers and have been duly authorized by all necessary organizational action on its part.  This Amendment and the Agreement, as amended hereby, are such Person’s valid and legally binding obligations, enforceable in accordance with its terms.

3.3No Default. After giving effect to this Amendment, no Servicer Termination Event exists or shall exist.

747530583 06117932

SECTION 4.Effect of Amendment.  All provisions of the Agreement, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement (or in any other Transaction Document) to “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Agreement other than as set forth herein.

SECTION 5.Effectiveness.  This Amendment shall become effective as of the date hereof upon the Buyer’s receipt of duly executed counterparts of this Amendment from each of the parties hereto.

SECTION 6.Counterparts.  This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.  Delivery by facsimile or email of an executed signature page of this Amendment shall be effective as delivery of an executed counterpart hereof.

SECTION 7.Governing Law.  THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

SECTION 8.Severability.  If any one or more of the agreements, provisions or terms of this Amendment shall for any reason whatsoever be held invalid or unenforceable, then such agreements, provisions or terms shall be deemed severable from the remaining agreements, provisions and terms of this Amendment and shall in no way affect the validity or enforceability of the provisions of this Amendment or the Agreement.

SECTION 9.Section Headings.  The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Agreement or any provision hereof or thereof.

SECTION 10.Consents.  The Buyer hereby consents to the Seller’s and Servicer’s execution and delivery of the RFA Amendment and the performance of its respective obligations thereunder.

(Signature pages follow)

747530583 06117932 - 2 -

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

CINCINNATI BELL FUNDING LLC,

as Seller

By: /s/ Angela J. Huber

Name: Angela J. Huber

Title:   Vice President and Treasurer

CINCINNATI BELL INC.,

as Servicer

By: /s/ Angela J. Huber

Name: Angela J. Huber

Title:   Vice President and Treasurer

747530583 06117932 S-1   Fifth Amendment to RPA
(Cincinnati Bell)  

PNC BANK, NATIONAL ASSOCIATION,

as Buyer

By: /s/ Henry Chan

Name: Henry Chan

Title: Senior Vice President

747530583 06117932 S-2   Fifth Amendment to RPA
(Cincinnati Bell)  

Exhibit A

(attached)

747530583 06117932 Exhibit A-1   Fifth Amendment to RPA
(Cincinnati Bell)  

EXHIBIT A to

CONFORMED through

FourthFifth Amendment, dated November 12June 3, 20212022

RECEIVABLES PURCHASE AGREEMENT

among

CINCINNATI BELL FUNDING LLC,

as Seller,

CINCINNATI BELL INC.,

as Servicer,

PNC BANK, NATIONAL ASSOCIATION,

as Buyer,

and

PNC CAPITAL MARKETS LLC,

as Structuring Agent

Dated as of May 10, 2018

747583579 06117932

Table of Contents

Page

1. Sale and Purchase.1

2. Representations and Warranties28

3. Covenants28

4. Servicing Activities.38

5. Deemed Collections; Repurchase Events; Indemnities and Set-Off.511

6. Notices814

7. Expenses814

8. Interest on Overdue Amounts814

9. Governing Law815

10. Buyer Liabilities915

11. General Provisions915

12. Separate Existence1016

13. Agreement Not to Petition1319

14. Intercreditor Agreement1319

15. Structuring Agent1319

Schedule I -Form of Purchase Request

Schedule II -Account Debtors

Exhibit A -Certain Defined Terms

Exhibit B -Conditions Precedent for Effectiveness

Exhibit C -Representations and Warranties

Exhibit D -Covenants

Exhibit E -Eligibility Criteria

Exhibit F -Servicer Termination Events

Exhibit G -Accounts

747583579 06117932 -i-

RECEIVABLES PURCHASE AGREEMENT

This RECEIVABLES PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 10, 2018, by and among CINCINNATI BELL FUNDING LLC, a Delaware limited liability company (the “Seller”), CINCINNATI BELL INC., an Ohio corporation (“CB”), as servicer (in such capacity, the “Servicer”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), as buyer (in such capacity, the “Buyer”), and PNC CAPITAL MARKETS LLC, a Pennsylvania limited liability company, as structuring agent.

RECITALS

The Seller desires to sell certain of its Receivables and the corresponding Related Security from time to time, and the Buyer may be willing to purchase from the Seller such Receivables and Related Security, in which case the terms set forth herein shall apply to such purchase.  Each capitalized term used but not defined herein shall have the meaning set forth in, or by reference in, Exhibit A hereto, and the interpretive provisions set out in Exhibit A hereto shall be applied in the interpretation of this Agreement.

Accordingly, the parties hereto agree as follows:

1.Sale and Purchase.

(a)Sales of Receivables.  From time to time during the term of this Agreement, the Seller may submit to the Buyer a request in substantially the form of Schedule I attached hereto (a “Purchase Request”) that the Buyer purchase from the Seller the Proposed Receivables described in such Purchase Request as well as the proposed Purchase Date thereof.  The Buyer, in its sole and absolute discretion, may elect to accept or reject a Purchase Request.  If the Buyer, in its sole and absolute discretion, accepts a Purchase Request, thenthe Buyer shall purchase, and the Seller shall sell, all of the Seller’s right, title and interest (but none of the Seller’s underlying obligations to the applicable Account Debtor) with respect to such Proposed Receivables and Related Security as of the Purchase Date (all such Proposed Receivables, once sold and purchased hereunder, collectively the “Purchased Receivables”).

(b)UNCOMMITTED ARRANGEMENT. THE SELLER ACKNOWLEDGES THAT THIS IS AN UNCOMMITTED ARRANGEMENT, THAT THE SELLER HAS NEITHER PAID, NOR IS REQUIRED TO PAY, A COMMITMENT FEE OR COMPARABLE FEE TO BUYER NOR IS SELLER REQUIRED TO SUBMIT ANY REQUEST TO SELL ANY RECEIVABLES HEREUNDER.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE SELLER EXPRESSLY AGREES THAT THE BUYER WILL NOT BE OBLIGATED TO PURCHASE ANY RECEIVABLE FROM THE SELLER, AND THE BUYER MAY REFUSE, FOR ANY REASON OR FOR NO REASON, TO PURCHASE ANY RECEIVABLE OFFERED FOR PURCHASE BY THE SELLER REGARDLESS OF WHETHER THE VARIOUS CONDITIONS TO PURCHASE SET FORTH IN THIS AGREEMENT HAVE BEEN SATISFIED.

(c)Conditions to Effectiveness. This Agreement shall become effective at such time as each of the conditions precedent set forth on Exhibit B to this Agreement has been satisfied to the satisfaction of the Buyer.

(d)Conditions Precedent to Each Purchase.  The Buyer shall not purchase the Proposed Receivables and Related Security described in a Purchase Request unless:

(i)the Buyer has received a Purchase Request in substantially the form of Schedule I attached hereto with respect to such Proposed Receivables by no later than 2:00 p.m. (New York time) on the Business Day prior to the applicable Purchase Date, together with any such additional supporting documentation that the Buyer may have reasonably requested;

(ii)the Buyer has accepted such Purchase Request and notified the Seller thereof;

(iii)each of the representations and warranties made by the Seller, Servicer and the Performance Guarantor in this Agreement and each of the other Transaction Documents is true and correct in all

747583579 06117932

material respects as of such Purchase Date or, in the case of any representation or warranty that speaks as to a particular date or period, as of that particular date or period;

(iv)each Proposed Receivable is an Eligible Receivable; and

(v)immediately following the sale and purchase of the Proposed Receivables and Related Security set forth in such Purchase Request, (A) the Outstanding Purchase Amount will not exceed the Maximum Outstanding Purchase Amount and (B) the Outstanding Purchase Amount with respect to the Purchased Receivables payable by any Account Debtor will not exceed such Account Debtor’s Purchase Sublimit.

Each Purchase Request submitted by the Seller shall constitute a representation and warranty that each of the conditions outlined in this Section 1(d) has been or will be satisfied.

(e)Purchase Price.  The purchase price for each Purchased Receivable and Related Security purchased on any Purchase Date shall equal (i) the Net Invoice Amount of such Purchased Receivable, minus (ii) the Discount (such amount herein referred to as the “Purchase Price”).  Subject to Section 4(m) below, the Buyer shall pay the Purchase Price minus the Deferred Purchase Price Amount (such amount herein referred to as the “Funded Amount”) with respect to each Purchased Receivable and Related Security by depositing the Funded Amount into the Seller’s Account in immediately available funds denominated in USD on the applicable Purchase Date.  For the avoidance of doubt and not in limitation of any other provision of this Agreement, it is understood and agreed that the Deferred Purchase Price Amount represents part of the Purchase Price of its related Purchased Receivable and Related Security and, subject to payment in full by the related Account Debtor with respect to such Purchased Receivable and the Seller’s obligations for Deemed Collections otherwise described in this Agreement, is the property of the Seller.

(f)True Sale; No Recourse.  Except as otherwise provided in this Agreement, each purchase of Receivables and Related Security hereunder is made without recourse to the Seller and the Seller shall have no liability to the Buyer for the failure of any Account Debtor to pay any Purchased Receivable when it is due and payable under the terms applicable thereto. The Buyer and the Seller have structured the transactions contemplated by this Agreement as an absolute and irrevocable sale, and the Buyer and the Seller agree to treat each such transaction as a “true sale” for all purposes under Applicable Law and accounting principles, including, without limitation, in their respective books, records, computer files, tax returns (federal, state and local) and regulatory and governmental filings (and shall reflect such sale in their respective financial statements).  The Seller will advise all Persons inquiring about the ownership of any Purchased Receivable and Related Security that all Purchased Receivables and Related Security have been sold to the Buyer.  In the event that, contrary to the mutual intent of the parties hereto, any purchase of Purchased Receivables and Related Security is not characterized as a sale, the Seller shall, effective as of the date hereof, be deemed to have granted to the Buyer (and the Seller hereby does grant to the Buyer), in addition to and not in substitution for the rights and remedies described in Section 5(f) hereof, a first priority security interest in and to any and all present and future Purchased Receivables, Related Security and the proceeds thereof to secure all obligations of the Seller arising in connection with this Agreement and each of the other Transaction Documents, whether now or hereafter existing, due or to become due, direct or indirect, absolute or contingent.  This Agreement shall be deemed to be a security agreement under Applicable Law.  With respect to such grant of a security interest, the Buyer may at its option exercise from time to time any and all rights and remedies available to it hereunder, under the UCC or otherwise.  The Seller agrees that five (5) Business Days shall be reasonable prior notice to the Seller of the date of any public or private sale or other disposition of all or any of the Purchased Receivables and Related Security.

(g)Benchmark Replacement Setting.  

(i)Benchmark Replacement.  Notwithstanding anything to the contrary herein or in any other Transaction Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Transaction Document in respect

2

747583579 06117932

of any Benchmark setting without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document.

(ii)Benchmark Replacement Conforming Changes.  In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Buyer will have the right to make Benchmark Replacementmay make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document.

(iii)Notices; Standards for Decisions and Determinations.  The Buyer will promptly notify the Seller of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (iix) the implementation of any Benchmark Replacement,and (iiiy) the effectiveness of any Benchmark Replacement Conforming Changes,.  The Buyer will notify the Seller of (ivA) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 1(g)paragraph (iv) and (vB) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Buyer pursuant to this Section 1(g), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 1(g).

(iv)Unavailability of Tenor of Benchmark.  Notwithstanding anything to the contrary herein or in any other Transaction Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Buyer in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will be no longernot be representative, then the Buyer may modify the definition of “Discount Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor; and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will no longernot be representative for a Benchmark (including a Benchmark Replacement), then the Buyer may modify the definition of “Discount Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(v)Benchmark Unavailability Period.  Upon the Seller’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Seller may revoke any pending Purchase Request for any Receivable with a Discount calculated by reference to LIBOR. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Basethe Term SOFR Rate.

(vi) Notwithstanding anything to the contrary herein or in any other Transaction Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Transaction Document in respect of such Benchmark setting (the “Secondary Term SOFR Conversion Date”) and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document; provided that, this Section 1(g)(vi) shall not be effective unless the Buyer has delivered to the Seller a Term SOFR Notice.

(vii) This Section 1(g) provides a mechanism for determining an alternative rate of interest in the event that the London interbank offered rate is no longer available or in certain other circumstances.  The Buyer does not warrant or accept any responsibility for and shall not have any liability with respect to, the administration,

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submission or any other matter related to the London interbank offered rate or other rates in the definition of LIBOR or with respect to any alternative or successor rate thereto, or replacement rate therefor.

(vi)(viii) Certain Defined TermsDefinitions.  As used in this Section 1(g):

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then currentif such Benchmark is a term rate or is based on a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of a Discount Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor forof such Benchmark that is then-removed from the definition of “Discount Period” pursuant to Section 1(g)(iv), or (y) if the then current Benchmark is not a term rate nor based on a term rate, any payment period for interest calculated with reference to such Benchmark pursuant to this Agreement as of such date.clause (iv) of this Section.

“Benchmark” means, initially, LIBORthe Term SOFR Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have has occurred with respect to LIBOR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to this Section 1(g)(i).

“Benchmark Replacement” means, for any Available Tenorwith respect to any Benchmark Transition Event, the first applicable alternative set forth in the order below that can be determined by the Buyer for the applicable Benchmark Replacement Date:

(1)the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment[Intentionally Omitted];

(2)the sum of: (a) the alternate benchmark rate that has been selected by the Buyer and the Seller as the replacement for the then-current Benchmark for the applicable Corresponding Tenor, giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement forto the then-current Benchmark for U.S. dollar-denominated non-recourse or limited recourse receivables purchase facilities denominated in U.S. dollars at such time and (b) the related Benchmark Replacement Adjustment;

provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Buyer in its reasonable discretion; provided, further, that, with respect to a Term SOFR Transition Event, on the applicable Benchmark Replacement Date, the “Benchmark Replacement” shall revert to and shall be determined as set forth in clause (1) of this definition. Ifif the Benchmark Replacement as determined pursuant to clause (1) or (2) 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 Transaction Documents; and provided further, that any Benchmark Replacement shall be administratively feasible as determined by the Buyer in its sole discretion.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor for any setting of such Unadjusted Benchmark Replacement:

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(1) for purposes of clause (1) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Buyer:

(a)the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Available Tenor that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;

(b) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Available Tenor that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

(2) for purposes of clause (2) of the definition of “Benchmark Replacement,” Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Buyer and the Seller for the applicable Corresponding Tenor, giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated non-recourse or limited recourse receivables purchase facilities; denominated in U.S. dollars at such time.

provided that, (x) in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Buyer in its reasonable discretion and (y) if the then-current Benchmark is a term rate, more than one tenor of such Benchmark is available as of the applicable Benchmark Replacement Date and the applicable Unadjusted Benchmark Replacement will not be a term rate, the Available Tenor of such Benchmark for purposes of this definition of “Benchmark Replacement Adjustment” shall be deemed to be the Available Tenor that has approximately the same length (disregarding business day adjustments) as the payment period for interest calculated with reference to such Unadjusted Benchmark Replacement.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day,” the definition of “Discount Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Buyer decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Buyer in a manner substantially consistent with market practice (or, if the Buyer decides that adoption of any portion of such market practice is not administratively feasible or if the Buyer determines that no market practice for the administration of such

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Benchmark Replacement exists, in such other manner of administration as the Buyer decides is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents).

“Benchmark Replacement Date” means a date and time determined by the Buyer, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

(1)in the case of clause (1) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2)in the case of clause (2) of the definition of “Benchmark Transition Event,” the date determined by the Buyer, which date shall promptly follow the date of the public statement or publication of information referenced therein;.

(3)in the case of a Term SOFR Transition Event, the date that is set forth in the Term SOFR Notice provided to the Seller pursuant to Section 1(g), which date shall be at least 30 days from the date of the Term SOFR Notice; or

(4)in the case of an Early Opt-in Election, the date notice of such Early Opt-in Election is provided to the Seller.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) above with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2)a public statement or publication of information by a Governmental Authority having jurisdiction over the Buyer, the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such

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Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) or a Governmental Authority having jurisdiction over the Buyer announcing that all Available Tenors of such Benchmark (or such component thereof) are no longernot, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clause (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with this Section 1(g)(iv)and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with this Section 1(g)(iv).

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Early Opt-in Election” means, if the then-current Benchmark is LIBOR, the occurrence of:

(1)a notification by the Buyer to (or the request by the Seller to the Buyer to notify) each of the other parties hereto that at least five currently outstanding U.S. dollar-denominated non-recourse or limited recourse receivables purchase facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such non-recourse or limited recourse receivables purchase facilities are identified in such notice and are publicly available for review); and

(2)the joint election by the Buyer and the Seller to trigger a fallback from LIBOR.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to LIBOR or, if no floor is specified, zero (0.00).

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

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“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBOR, 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not LIBOR, the time determined by the Buyer in its reasonable discretion.

“Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.

“Secondary Term SOFR Conversion Date” has the meaning set forth in Section 1(g)(vi).

“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Term SOFR Notice” means a notification by the Buyer to the Seller of the occurrence of a Term SOFR Transition Event.

“Term SOFR Transition Event” means the determination by the Buyer that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, and is determinable for each Available Tenor, (b) the administration of Term SOFR is administratively feasible for the Buyer and (c) a Benchmark Transition Event has previously occurred resulting in a Benchmark Replacement in accordance with Section 1(g) that is not Term SOFR.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

2.Representations and Warranties

.  Each of the Seller and the Servicer represents and warrants to the Buyer on each Purchase Date that (i) the representations and warranties set forth on Exhibit C hereto are true and correct in all material respects as of such Purchase Date or, in the case of any representation or warranty that speaks as to a particular date or period, as of that particular date or period and (ii) each Proposed Receivable is an Eligible Receivable.

3.Covenants

.  The Seller and the Servicer agree to perform each of the covenants set forth on Exhibit D hereto.

4.Servicing Activities.

(a)Appointment of Servicer.  The Buyer appoints the Servicer as its servicer and agent (each, in such capacity, the “Servicer”) for the administration and servicing of its Purchased Receivables sold by such Person to the Buyer hereunder, and the Servicer hereby accepts such appointment and agrees to assume the duties and the administration and

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servicing obligations as Servicer, and perform all necessary and appropriate commercial servicing and collection activities in arranging the timely payment of amounts due and owing by any Account Debtor (including the identification of the proceeds of the Purchased Receivables and Related Security and related record-keeping that shall be made available to the Buyer upon its reasonable request) all in accordance with Applicable Laws, with reasonable care and diligence, including, without limitation, diligently and faithfully performing all servicing and collection actions (including, if necessary, acting as party of record in foreign jurisdictions).  In connection with its servicing obligations, the Servicer will perform its duties under the Receivable Documentation related to the Purchased Receivables with the same care and applying the same policies as it applies to its own Receivables generally and would exercise and apply if it owned the Purchased Receivables and shall act to maximize Collections thereon. The Servicer may delegate its duties and obligations hereunder to any other Originator as its subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) the Buyer shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer that is an Affiliate of the Servicer shall provide that the Buyer may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, the Buyer shall have consented in writing in advance to such delegation (which consent shall not be unreasonably withheld or delayed); and provided, further, that the Servicer may delegate the following duties and obligations to a Sub-Servicer without consent by any party: (w) data processing, including customer care and billing, (x) customer acquisition and retention and market research, (y) inbound and outbound teleservices and (z) computer system maintenance, enhancement, machine processing and production support.

(b)Lock-Box Accounts; Lock-Box Agreements. The Seller and Servicer covenant and agree (i) to direct each Account Debtor to pay all amounts owing under such Purchased Receivables only to a Lock-Box Account, (ii) not to change such payment instructions while any Purchased Receivable remains outstanding, (iii) to take any and all other reasonable actions, including actions requested by the Buyer, to ensure that all amounts owing under the Purchased Receivables will be deposited exclusively to such Lock-Box Account or directly to the Buyer’s Account and (iv) to hold in trust as the Buyer’s exclusive property and safeguard for the benefit of the Buyer all Collections and other amounts remitted or paid to the Seller or Servicer (or any of their respective Affiliates) in respect of Purchased Receivables and Related Security for prompt deposit into the Buyer’s Account in the manner set forth in Section 4(c) below. The Seller hereby grants to the Buyer a security interest in the Seller’s Lock-Box Account as additional collateral to secure the payment and performance of the Seller’s obligations to the Buyer hereunder and under each of the other Transaction Documents or as may be determined in connection therewith by Applicable Law.  On and after the date on which the Seller and the Servicer (A) deliver to the Buyer a duly executed Lock-Box Agreement entered into with Wells Fargo Bank, N.A. as depositary bank, relating to theEach Lock-Box Account listed on Exhibit G, reasonably satisfactory to the Buyer or (B) direct Account Debtors to cease remitting payments to the Lock-Box Account listed on Exhibit G and begin remitting payments to another Lock-Box Account that is subject to a Lock-Box Agreement reasonably satisfactory to the Buyer, in each case in accordance with Section 16 , each Lock-Box Account shall at all times be subject to a Lock-Box Agreement.  Prior to the occurrence of the Servicer Termination Event, the Seller (or Servicer on their behalf) shall be permitted to make withdrawals and distributions from each applicable Lock-Box Account.  After the occurrence of the Servicer Termination Event, the Buyer will be authorized to instruct the Securitization Administrator to give notice of exclusive control under each Lock-Box Agreement and, upon giving such notice (each, an “Activation Notice”), the Securitization Administrator will have exclusive authority to make withdrawals and distributions from each Lock-Box Account until the Final Collection Date.

(c)Transfer of Collections to the Buyer.  Subject to Sections 4(d), 4(e), 4(m) and 5(a) below, the Seller and Servicer covenant and agree to deposit in the Buyer’s Account all Collections and other amounts received by the Seller or Servicer (or any of their respective Affiliates) with respect to Purchased Receivables and Related Security (whether such amounts were received by the Seller or Servicer directly or were deposited in a Lock-Box Account or other account maintained by the Seller or Servicer or otherwise) without adjustment, setoff or deduction of any kind or nature on each Settlement Date; provided, if on any Settlement Date, the total Collections received or deemed received by the Seller and Servicer with respect to a Purchased Receivable exceed the sum of (i) the Net Invoice Amount of such Purchased Receivable plus (ii) all fees, expenses and other amounts owing to the Buyer with respect to such Purchased Receivable, the Seller and Servicer may deduct such excess amount up to the Deferred Purchase Price Amount with respect to such Purchased Receivable and, upon such deduction, all obligations of the Buyer to deliver such Deferred Purchase Price Amount to the Seller shall be deemed satisfied. Until remitted to the Buyer’s Account, the Seller or Servicer will hold such funds in trust as the Buyer’s exclusive property and safeguard such funds for the benefit of the Buyer.

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(d)Misdirected Payments.  If the Buyer receives any payment from an Account Debtor not representing a Collection on a Purchased Receivable, the Buyer will return such payment to the Seller upon receipt of satisfactory evidence that such amounts do not constitute Collections on Purchased Receivables.

(e)Identifying Collections. Pursuant to its servicing obligations under Section 4(a) hereof, the Servicer shall be responsible for identifying, matching and reconciling any payments received from Account Debtors with the Receivable associated with such payment.  If any payment is received from an Account Debtor, and such payment is not identified by such Account Debtor as relating to a particular Receivable and cannot otherwise be reasonably identified as relating to a particular Receivable prior to the first Weekly Reporting Date following receipt thereof, such payment shall be applied first to the unpaid Purchased Receivables with respect to such Account Debtor in chronological order (beginning with the oldest unpaid Purchased Receivable), and then to Receivables with respect to such Account Debtor that are not Purchased Receivables, also in chronological order, or in any event in accordance with the terms of the Intercreditor Agreement.

(f)No Changes to Receivables.  The Servicer shall not compromise or settle any Purchased Receivable or extend the Due Date with respect thereto without the consent of the Buyer except as otherwise expressly provided for in Section 5(a) hereof.  

(g)Collection Report.  (i) On each Reporting Date and (ii) concurrently with each request by the Seller for a return of payments received by the Buyer that do not represent Collections on Purchased Receivables or Related Security in accordance with Section 4(d), the Servicer shall provide to the Buyer, in form and substance reasonably satisfactory to the Buyer, a full reconciliation of all Collections and adjustments (including repurchases thereof, Servicer Incentive Fees, indemnifications and setoffs with respect thereto, if any) with respect to each Purchased Receivable and Related Security of an Account Debtor for which Collections were received (each, a “Collection Report”).  

(h)Non-Payment.  If a Purchased Receivable remains unpaid, in part or in full, past the second Weekly Settlement Date occurring after the applicable Due Date therefor, the Servicer shall report to the Buyer in the next Collection Report describing in reasonable detail the cause of such non-payment, including whether a Dispute or Insolvency Proceeding exists with respect to the applicable Account Debtor.  In the event a Purchased Receivable has not been paid in full by the date that is fifteen (15) days after the first Weekly Settlement Date occurring after the applicable Due Date therefor and the reason for such non-payment is not a Dispute or an Insolvency Proceeding, the Buyer may in its sole discretion  (i) contact such Account Debtor by phone or in person to discuss the status of such Purchased Receivable and to inquire whether such payment delay or non-payment is due to a Dispute or Insolvency and when payment can be expected and/or (ii) take any other lawful action to collect such Purchased Receivable directly from such Account Debtor and/or (iii) terminate the appointment of the Seller as Servicer with respect to such Purchased Receivable.

(i)Servicer Indemnification.  The Servicer hereby agrees to indemnify and hold harmless the Buyer and its officers, directors, employees, representatives, agents and each of their respective Affiliates, successors and assigns (each, an “Indemnified Person”) from and against any and all damages, claims, losses, costs, expenses and liabilities (including, without limitation, reasonable and documented attorneys’ fees and expenses) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from or related to (i) any failure by the Servicer to perform its duties or obligations as Servicer hereunder in accordance with this Agreement or to comply with any Applicable Law, (ii) any breach of the Servicer’s representations, warranties or covenants under any Transaction Document or (iii) any claim brought by any Person other than an Indemnified Person arising from the Servicer’s servicing or collection activities with respect to the Purchased Receivables; provided, however, that in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses or liabilities to the extent (a) a final judgment of a court of competent jurisdiction holds that such amounts resulted from gross negligence or willful misconduct of the Indemnified Person seeking indemnification, (b) due to the credit risk of the Account Debtor and for which reimbursement would constitute recourse to the Seller or the Servicer for uncollectible Receivables, (c) such amounts constitute Taxes  other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim, (d) the same have been fully and finally paid in cash to such Indemnified Person pursuant to any other provision of this Agreement or any other Transaction Document or (e) the same are expressly excluded by any provision of this Agreement or any other Transaction Document; provided, however that nothing contained in this sentence shall limit the liability of Seller or the Servicer or limit the recourse of any Indemnified Person to the Seller or the Servicer for any amounts otherwise specifically provided to be paid by the Seller or the Servicer hereunder.  Subject to Section 4(m) below, any amount due and payable pursuant to this section shall be paid to the Buyer’s Account in immediately available funds by no later than the first Weekly Settlement Date following demand therefor by the Buyer.

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(j)Replacement of Servicer. Following the occurrence of a Servicer Termination Event, the Buyer may, at its discretion, replace the Servicer with itself or any agent for the Buyer with respect to any and all Purchased Receivables and Related Security.  Seller shall be responsible for all reasonable costs and expenses incurred in connection with such replacement and shall promptly reimburse the Buyer with respect to same.

(k)Buyer as Attorney-in-Fact. The Seller hereby appoints the Buyer as the true and lawful attorney-in-fact of the Seller, with full power of substitution, coupled with an interest, and hereby authorizes and empowers the Buyer in the name and on behalf of the Seller at any time following removal of the Seller as Servicer pursuant to Sections 4(h) or 4(j), to take such actions, and execute and deliver such documents, as the Buyer deems reasonably necessary or advisable in connection with any applicable Purchased Receivable and Related Security (i) to perfect the purchase and sale of such Purchased Receivable and Related Security, including, without limitation, to send a notice of such purchase and sale to the Account Debtor of the transfers contemplated hereby and the sale of such Purchased Receivable and Related Security or (ii) to make collection of and otherwise realize the benefits of such Purchased Receivable and Related Security.  At any time that the Seller is no longer serving as Servicer hereunder, the Buyer shall have the right to bring suit, in the Buyer’s or the Seller’s name, and generally have all other rights of an owner and holder respecting each applicable Purchased Receivable and Related Security, including without limitation the right to accelerate or extend the time of payment, settle, compromise, release in whole or in part any amounts owing on such Purchased Receivables and issue credits in its own name or the name of the Seller.  At any time following removal of the Seller as Servicer, the Buyer may endorse or sign the Buyer’s or the Seller’s name on any checks or other instruments with respect to any applicable Purchased Receivables and Related Security or the goods covered thereby.  The Buyer shall not be liable for any actions taken by it in accordance with this Section 4(k) unless such actions constitute the gross negligence or willful misconduct of the Buyer as determined by a court of competent jurisdiction in a final and non-appealable judgment.  This power of attorney, being coupled with an interest, is irrevocable and shall not expire until the Final Collection Date.

(l)Servicer Incentive Fee. In order to incentivize the efficient servicing of the Purchased Receivables, if all Collections due to the Buyer with respect to a Purchased Receivable are paid to the Buyer before the end of the Discount Period for such Purchased Receivable, the Buyer shall pay to the Servicer the Servicer Incentive Fee.  

(m)Netting of Payments. The parties hereto agree that on each Settlement Date, for administrative convenience, the parties shall net the obligations of the Buyer to the Seller with respect to the payment of the Purchase Price of any Receivable the Purchase Date of which is such Settlement Date against the obligations of the Seller and the Servicer to the Buyer (including with respect to the remittance of Collections in accordance with Section 4(c)) and transfer the net amount via a single wire payment. To the extent that the obligations of the Seller and the Servicer to the Buyer described in the foregoing sentence exceed the obligations of the Buyer to the Seller described in the foregoing sentence, the Seller or the Servicer shall transfer the net amount to the Buyer in accordance with Section 4(c); to the extent that the obligations of the Buyer to the Seller described in the foregoing sentence exceed the obligations of the Seller and the Servicer to the Buyer in the foregoing sentence, the Buyer shall transfer the net amount to the Seller in accordance with Section 1(e). Such amounts shall be determined by the Buyer and all such determinations shall be conclusive absent manifest error.  For the avoidance of doubt, no netting of payments shall occur on any Purchase Date that is not a Settlement Date.

5.Deemed Collections; Repurchase Events; Indemnities and Set-Off.

(a)Deemed Collections. If on any day the outstanding balance of a Purchased Receivable is reduced (but not cancelled) as a result of any Dilution, the Seller shall be deemed to have received on such day a Collection of such Purchased Receivable in the amount of such reduction.  If on any day a Purchased Receivable is cancelled (or reduced to zero) as a result of any Dilution, the Seller shall be deemed to have received on such day a Collection of such Purchased Receivable in the amount of the Outstanding Purchase Amount of such Purchased Receivable (as determined immediately prior to such Dilution). Any amount deemed to have been received under this Section 5(a) shall constitute a “Deemed Collection.”  In the event of any such Deemed Collection, the Seller shall deposit an amount equal to such Deemed Collection into the Buyer’s Account by no later than the next Weekly Settlement Date after the Seller or Servicer obtains knowledge or notice thereof.

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(b)Events of Repurchase. If any of the following events (each, an “Event of Repurchase”) occurs with respect to a Purchased Receivable or Related Security:

(i)any representation or warranty made by the Seller with respect to such Purchased Receivable or Related Security shall be materially inaccurate, incorrect or untrue on any date as of which it is made or deemed to be made;

(ii)the Seller or Servicer fails to perform or observe any other term, covenant or agreement with respect to such Purchased Receivable set forth in any Transaction Document or any related Receivable Documentation and such failure shall or could reasonably be expected to have an adverse effect on the ability to collect the Net Invoice Amount of such Purchased Receivable on the Due Date thereof;

(iii)the Seller or Servicer instructs the related Account Debtor to pay any amount with respect to such Purchased Receivable to an account other than the applicable Lock-Box Account or the Buyer’s Account;

(iv)a Dispute has arisen with respect to any Purchased Receivable (it being understood that if a Receivable remains unpaid for thirty (30) days beyond its Due Date and such delay is not caused by the bankruptcy, insolvency, or financial inability to pay of the relevant Account Debtor, a Dispute shall be deemed to have arisen with respect to such Receivable); or

(v)the Seller and the Servicer shall fail to timely comply with the terms of Section 16 of this Agreement.

then, the Seller shall immediately deliver notice thereof to the Buyer and, at the time, in the manner and otherwise as hereinafter set forth, repurchase such Purchased Receivable and Related Security (or, if the Buyer agrees in writing, the portion subject to Dispute), unless the Buyer agrees in writing in its sole discretion to retain such Purchased Receivable.  The repurchase price for a Purchased Receivable shall be the amount equal to the Outstanding Purchase Amount relating to such Purchased Receivable at such time and shall be paid to the Buyer’s Account in immediately available funds by no later than the next Weekly Settlement Date.  Upon the payment in full of the repurchase price with respect to a Purchased Receivable and Related Security, such Purchased Receivable and Related Security shall hereby be, and be deemed to be, repurchased by the Seller from the Buyer without recourse to or warranty by the Buyer.

(c)Seller Indemnification.  The Seller hereby agrees to indemnify each Indemnified Person and hold each Indemnified Person harmless from and against any and all Indemnified Amounts at any time imposed on or incurred by any Indemnified Person to the extent arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby or the purchase of any Receivable or Related Security, or any action taken or omitted by any of the Indemnified Persons (including any action taken by the Buyer as attorney in fact for the Seller hereunder or under any other Transaction Document), whether arising by reason of the acts to be performed by the Seller hereunder or otherwise, excluding only Indemnified Amounts to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Amounts resulted from gross negligence or willful misconduct of the Indemnified Person seeking indemnification, (b) due to the credit risk or financial inability to pay of the Account Debtor and for which reimbursement would constitute recourse to the Performance Guarantor, the Seller or the Servicer for uncollectible Receivables, (c) such Indemnified Amounts constitute Taxes (which shall be governed by Section 5(d)), (d) the same have been fully and finally paid in cash to such Indemnified Person pursuant to any other provision of this Agreement or any other Transaction Document or (e) the same are expressly excluded by any provision of this Agreement or any other Transaction Document; provided, however that nothing contained in this sentence shall limit the liability of the Seller or the Servicer or limit the recourse of any Indemnified Person to the Seller or the Servicer for any amounts otherwise specifically provided to be paid by the Seller or the Servicer hereunder.  Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b), (c), (d), and (e) of the previous sentence, the Seller shall indemnify each Indemnified Person for Indemnified Amounts (including losses in respect of uncollectible Receivables, regardless, for purposes of these specific matters, of whether reimbursement therefor would constitute recourse to the Seller or the Servicer) to the extent relating to or resulting from:

(i)any representation or warranty made by the Seller (or any employee or agent of the Seller) under or in connection with this Agreement, any Collection Report or any other information or report delivered by or

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on behalf of the Seller pursuant hereto, which shall have been false or incorrect in any respect when made or deemed made;

(ii)the failure by the Seller to comply with any Applicable Law related to any Receivable and Related Security, or the nonconformity of any Receivable and Related Security with any such Applicable Law;

(iii)the failure of the Seller to vest and maintain vested in the Buyer a perfected ownership interest in the Purchased Receivables and Related Security and the property conveyed hereunder, free and clear of any Adverse Claim;

(iv)any commingling of funds to which the Buyer is entitled hereunder with any other funds of the Seller or its Affiliates;

(v)any failure of the Account Bank to comply with the terms of the Lock-Box Agreement;

(vi)any Dispute;

(vii)any failure of the Seller to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which it is a party;

(viii)any action taken by the Buyer as attorney in fact for the Seller pursuant to this Agreement or any other Transaction Document unless such action constitutes the gross negligence or willful misconduct of the Buyer as determined by a court of competent jurisdiction in a final and non-appealable judgment; or

(ix)any environmental liability claim, products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort, arising out of or in connection with any Purchased Receivable and Related Security or any other suit, claim or action of whatever sort relating to any of the Transaction Documents.

Subject to Section 4(m) above, any amount due and payable pursuant to this section shall be paid to the Buyer’s Account in immediately available funds by no later than the first Weekly Settlement Date following demand therefor by the Buyer.

(d)Tax Indemnification.  All payments on the Purchased Receivables from the Account Debtors will be made free and clear of any present or future taxes, withholdings or other deductions whatsoever that arise by reason of the sale of the Purchased Receivables to the Buyer (“Sale Transaction Taxes”) or relating to the underlying transactions between the Seller and the related Account Debtors that gave rise to such Purchased Receivables (“Prior Transaction Taxes”).  The Seller will indemnify the Buyer and hold the Buyer harmless from any Sale Transaction Taxes and Prior Transaction Taxes (excluding any taxes imposed upon the Buyer with respect to its overall net income).  Further, the Seller shall pay and indemnify and hold the Buyer harmless from and against, any Sale Transaction Taxes or Prior Transaction Taxes that may at any time be asserted (including any sales, occupational, excise, gross receipts, personal property, privilege, license, telecom, surcharge, service or use taxes, or withholdings, but not including taxes imposed upon the Buyer with respect to its overall net income) and costs, expenses and reasonable attorneys’ fees and expenses in defending against the same, whether arising by reason of the acts to be performed by the Seller hereunder or otherwise.  Subject to Section 4(m) above, any amount due and payable pursuant to this section shall be paid to the Buyer’s Account in immediately available funds by no later than the first Weekly Settlement Date following demand therefor by the Buyer.

(e)Increased Costs. If the Buyer shall determine that any Regulatory Change regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on the Buyer’s capital or assets or increasing its amount of required liquidity as a consequence of (i) this Agreement or any other Transaction Document, (ii) any of the Buyer’s obligations under this Agreement or any other Transaction Document or (iii) the Buyer’s purchase or the ownership, maintenance or funding of any Purchased Receivables and Related Security hereunder, to a level below that which the Buyer would have achieved but for such Regulatory Change (taking into consideration the Buyer’s policies with respect to capital adequacy), then, from time to time, within two (2) Business Days following demand by the Buyer, the Seller shall pay to the Buyer such additional amount or amounts as shall compensate the Buyer for such event.  Any amount owing pursuant to this

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section shall be paid to the Buyer’s Account in immediately available funds. A certificate as to such amounts submitted to the Seller by the Buyer shall be conclusive and binding for all purposes as to the calculations therein, absent manifest error.

(f)Right of Set-Off.  The Buyer is hereby authorized (in addition to any other rights it may have) at any time after the occurrence and during the continuation of a Servicer Termination Event, to setoff, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly waived) any deposits and any other indebtedness held or owing by the Buyer (including by any branches or agencies of the Buyer) to, or for the account of, the Seller against amounts then due and owing by the Seller hereunder.

(g)UCC.  The rights granted to the Buyer hereunder are in addition to all other rights and remedies afforded to the Buyer as a secured party under the UCC.

6.Notices

.  All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including e-mail communication) and shall be personally delivered or sent by e-mail or by overnight mail, to the intended party at the mailing address, e-mail address of such party set forth under its name on the signature pages hereof (or in any other document or agreement pursuant to which it is or became a party hereto), or at such other address as shall be designated by such party in a written notice to the other parties hereto.  All such notices and communications shall be effective (i) if delivered by overnight mail, when received, and (ii) if transmitted by e-mail, when sent, receipt confirmed by telephone or electronic means.

The Seller and Servicer agree that the Buyer may presume the authenticity, genuineness, accuracy, completeness and due execution of any email bearing a scanned signature resembling a signature of an authorized Person of the Seller or Servicer without further verification or inquiry by the Buyer.  Notwithstanding the foregoing, the Buyer in its sole discretion may elect not to act or rely upon such a communication and shall be entitled (but not obligated) to make inquiries or require further Seller or Servicer action to authenticate any such communication.

Any Purchase Request, and any supporting documentation in connection herewith or therewith, such as copies of invoices, may be sent by the Seller or Servicer by electronic mail attachment in portable document format (.pdf).  

A party may change the address at which it is to receive notices hereunder by written notice in the foregoing manner given to the other parties hereto.

7.Expenses

.  The Seller hereby agrees to reimburse the Buyer on demand for:

(a)all reasonable costs (including reasonable attorneys’ fees and expenses) and expenses the Buyer incurs in connection with the preparation, negotiation, documentation and delivery of this Agreement and the other Transaction Documents and any amendment of or consent or waiver under any of the Transaction Documents (whether or not consummated), or the enforcement of, or any actual or reasonably claimed breach of, this Agreement or any of the other Transaction Documents, including reasonable independent accountants’, auditors’, consultants’ and attorneys’ fees and expenses to the Buyer and the fees and charges of any independent accountants, auditors, consultants or other agents incurred in connection with any of the foregoing or in advising the Buyer as to its rights and remedies under any of the Transaction Documents in connection with any of the foregoing;

(b)the administration (including periodic auditing as provided for herein) of this Agreement and the other Transaction Documents and the transactions contemplated thereby, including all reasonable expenses and accountants’, consultants’ and attorneys’ fees incurred in connection with the administration and maintenance of this Agreement and the other Transaction Documents and the transactions contemplated thereby; and

(c)all Other Taxes.

8.Interest on Overdue Amounts

.  All amounts due for payment by the Seller or Servicer to the Buyer pursuant to this Agreement shall accrue interest at the Overdue Payment Rate from the date on which payment thereof is due until the date on which payment thereof is made in accordance with the terms of this Agreement.

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9.Governing Law

.  THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF A SECURITY INTEREST OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

10.Buyer Liabilities

.  The obligations of the Buyer under the Transaction Documents are solely the corporate obligations of the Buyer.  Except with respect to any claim arising out of the willful misconduct or gross negligence of the Buyer, no claim may be made by the Seller or the Servicer or any other Person against the Buyer or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any other Transaction Document, or any act, omission or event occurring in connection therewith; and each of Seller and Servicer hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.  No Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby; provided that the waiver provided for in this sentence shall not apply to damages resulting directly from such Indemnified Person’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment.

11.General Provisions

.  

(a)Entire Agreement; Successors and Assigns.  This Agreement and the other Transaction Documents embody the entire agreement and understanding between the parties hereto, and supersede all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof and thereof.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  Except as otherwise provided herein, (i) neither the Seller nor the Servicer may assign or transfer any of its rights or delegate any of its duties hereunder or under any Transaction Document without the prior consent of the Buyer and (ii) the Buyer shall not assign or transfer any of its rights or delegate any of its duties hereunder or under any Transaction Document without the prior consent of the Seller (such consent not to be unreasonably withheld or delayed); provided that the Seller’s consent shall not be required if a Servicer Termination Event has occurred and is continuing.  Notwithstanding the foregoing, the Buyer shall have the right, without the consent of or notice to the Seller, to sell, transfer, negotiate, or grant participations in all or any part of, or any interest in, any Purchased Receivables.

(b)Severability.  Any provisions of this Agreement that are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  

(c)Execution in Counterparts.  This Agreement may be executed in any number of counterparts, each of which, when so executed, shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Agreement by electronic mail attachment in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart of this Agreement.

(d)Termination.  Either the Buyer or the Seller may terminate this Agreement for convenience at any time by providing thirty (30) days’ prior written notice to the other party.  Notwithstanding the foregoing, this Agreement, including all covenants, representations and warranties, repurchase obligations and indemnities made herein shall continue in full force and effect until the Final Collection Date. The Seller’s and Servicer’s obligations to indemnify the Buyer with respect to the expenses, damages, losses, costs and liabilities shall survive until the later of (x) the Final Collection Date and (y) all applicable statute of limitations periods with respect to actions that may be brought by the Buyer under the Transaction Documents have run.

(e)Calculation of Interest.  All interest amounts calculated on a per annum basis hereunder are calculated on the basis of a year of three hundred and sixty (360) days.

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(f)WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO WAIVES THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE.  EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING THAT SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

(g)CONSENT TO JURISDICTION.  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK; AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO.  EACH OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH SERVICE MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

(h)WAIVER OF IMMUNITIES.  EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM THE JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID TO EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT.

(i)Captions and Cross References.  The various captions in this Agreement are provided solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement.  Unless otherwise indicated, references in this Agreement to any Section, Schedule or Exhibit are to such Section of or Schedule or Exhibit to this Agreement, as the case may be, and references in any Section, subsection, or clause to any subsection, clause or subclause are to such subsection, clause or subclause of such Section, subsection or clause.

(j)No Party Deemed Drafter.  The Servicer, Seller and the Buyer agree that no party hereto shall be deemed to be the drafter of this Agreement.

(k)PATRIOT Act.  The Buyer hereby notifies the Seller and the Servicer that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”), the Buyer may be required to obtain, verify and record information that identifies the Seller, the Servicer and the Performance Guarantor, which information includes the name, address, tax identification number and other information regarding the Seller, the Servicer and the Performance Guarantor that will allow the Buyer to identify the Seller, the Servicer and the Performance Guarantor in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act.  Each of the Seller and the Servicer agrees to provide the Buyer, from time to time, with all documentation and other information required by bank regulatory authorities under “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act.

12.Separate Existence

.  Each of the Seller and the Servicer hereby acknowledges that the Buyer is entering into the transactions contemplated by this Agreement and the other Transaction Documents in reliance upon the Seller’s identity as a legal entity separate from the Performance Guarantor, the Originators and their respective Affiliates.  Therefore, from and after the date hereof, each of the Seller and the Servicer shall take all steps specifically required by this Agreement or reasonably required by the Buyer to continue the Seller’s identity as a separate legal entity and to make it apparent to third Persons that

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the Seller is an entity with assets and liabilities distinct from those of the Performance Guarantor, any Originator, the Servicer and any other Person, and is not a division of the Performance Guarantor, any Originator, the Servicer or any other Person.  Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, each of the Seller and the Servicer shall take such actions as shall be required in order that:

(a)The Seller will be a limited liability company whose primary activities are restricted in its operating agreement to: (i) purchasing or otherwise acquiring from the Originators or the Performance Guarantor, owning, holding, servicing, granting security interests or selling interests in Receivables and Related Security, (ii) entering into agreements for the selling and servicing of Receivables and Related Security or for borrowing from banks, financial institutions or similar entities, (iii) purchasing, holding and selling common stock or similar equity interests (“Equity Investments”) and exercising all voting rights and other incidents of ownership with respect to the Equity Investments, (iv) using proceeds derived from sale or ownership of Receivables, Related Security and Equity Investments as determined by the board of directors of the Seller and permitted by the Transaction Documents and (v) conducting such other activities as it deems necessary or appropriate to carry out its primary activities;

(b)The Seller shall not engage in any business or activity, or incur any indebtedness or liability (including, without limitation, any assumption or guaranty of any obligation of the Performance Guarantor, any Originator, the Servicer or any Affiliate thereof), other than as expressly permitted by the Transaction Documents;

(c)Not less than one member of the Seller’s Board of Directors (the “Independent Director”) shall be a natural person (A) who is not at the time of initial appointment and has not been at any time during the five (5) years preceding such appointment: (1) an equityholder, director (other than an independent director), officer, employee, member (other than a special member or similar capacity), manager (other than an independent manager), attorney or partner of the Performance Guarantor, Seller, Servicer or any of their Affiliates; (2) a customer of, supplier to or other person who derives more than 1% of its purchases or revenues from its activities with the Performance Guarantor, Seller, Servicer or any of their Affiliates; (3) a person or other entity controlling, controlled by or under common control with any such equity holder, partner, member, manager, customer, supplier or other person; or (4) a member of the immediate family of any such equity holder, director, officer, employee, member, manager, partner, customer, supplier or other person and (B) who has (1) prior experience as an independent director for a corporation or an independent director or independent manager of a limited liability company whose charter documents required the unanimous consent of all independent directors or independent managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (2) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities.  Under this clause (c), the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise.  The operating agreement of the Seller shall provide that: (A) the Seller’s Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Director shall approve the taking of such action in writing before the taking of such action, and (B) such provision cannot be amended without the prior written consent of the Independent Director;

(d)The Independent Director shall not at any time serve as a trustee in bankruptcy for the Seller, the Performance Guarantor, any Originator, the Servicer or any of their respective Affiliates;

(e)The Seller shall conduct its affairs in accordance with its organizational documents and observe all necessary, appropriate and customary limited liability company formalities, including, but not limited to, holding all regular and special members’ and board of directors’ meetings appropriate to authorize all limited liability company action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts;

(f)Any employee, consultant or agent of the Seller will be compensated from the Seller’s funds for services provided to the Seller, and to the extent that Seller shares the same officers or other employees as the Performance Guarantor, the Servicer or any Originator (or any other Affiliate thereof), the salaries and expenses relating to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with such common officers and employees.  The Seller will not engage any agents

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other than its attorneys, auditors and other professionals, and a servicer and any other agent contemplated by the Transaction Documents for the Receivables and Related Security and a manager, which manager will be fully compensated from the Seller’s funds;

(g)The Seller will contract with the Servicer to perform for the Seller all operations required on a daily basis to service the Receivables and Related Security.  The Seller will not incur any material indirect or overhead expenses for items shared with the Performance Guarantor, the Servicer or any Originator (or any other Affiliate thereof).  To the extent, if any, that the Seller (or any Affiliate thereof) shares items of expenses not reflected in the manager’s fee, such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; itbeingunderstood that CB, in its capacity as Servicer, shall pay all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including legal, agency and other fees;

(h)The Seller’s operating expenses will not be paid by the Performance Guarantor, the Servicer or any Originator or any Affiliate thereof;

(i)The Seller will have its own separate stationery;

(j)The Seller’s books and records will be maintained separately from those of the Performance Guarantor, the Servicer, each Originator and any other Affiliate thereof and in a manner such that it will not be difficult or costly to segregate, ascertain or otherwise identify the assets and liabilities of Seller;

(k)All financial statements of the Performance Guarantor, the Servicer or any Originator or any Affiliate thereof that are consolidated to include Seller will disclose that (i) the Seller is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of the Seller’s assets prior to any assets or value in the Seller becoming available to the Seller’s equity holders and (ii) the assets of the Seller are not available to pay creditors of the Performance Guarantor, the Servicer or the Originators or any other Affiliates of the Performance Guarantor, the Servicer or the Originators;

(l)The Seller’s assets will be maintained in a manner that facilitates their identification and segregation from those of the Performance Guarantor, the Servicer, the Originators or any Affiliates thereof;

(m)The Seller will observe limited liability company formalities in its dealings with the Performance Guarantor, the Servicer, the Originators or any Affiliates thereof, and funds or other assets of the Seller will not be commingled with those of the Performance Guarantor, the Servicer, the Originators or any Affiliates thereof except as permitted by this Agreement in connection with servicing the Receivables and Related Security.  The Seller shall not maintain joint bank accounts or other depository accounts to which the Performance Guarantor or any Affiliate thereof (other than the Performance Guarantor in its capacity as the Servicer) has independent access.  The Seller is not named, and has not entered into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy with respect to any loss relating to the property of the Performance Guarantor, the Originators or any Subsidiaries or other Affiliates thereof.  The Seller will pay to the appropriate Affiliate the marginal increase or, in the absence of such increase, the market amount of its portion of the premium payable with respect to any insurance policy that covers the Seller and such Affiliate;

(n)The Seller will maintain arm’s-length relationships with the Performance Guarantor, the Servicer, the Originators (and any Affiliates thereof).  Any Person that renders or otherwise furnishes services to the Seller will be compensated by the Seller at market rates for such services it renders or otherwise furnishes to the Seller.  Neither the Seller on the one hand, nor the Performance Guarantor, the Servicer or any Originator, on the other hand, will be or will hold itself out to be responsible for the debts of the other or the decisions or actions respecting the daily business and affairs of the other.  The Seller, the Performance Guarantor, the Servicer and the Originators will promptly correct any known misrepresentation with respect to the foregoing, and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity; and

(o)The Seller shall have a separate area from the Performance Guarantor, the Servicer and each Originator for its business (which may be located at the same address as such entities) and to the extent that any other such

18

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entity has offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its fair share of such expenses.

13.Agreement Not to Petition

.  Each party hereto agrees, for the benefit of the holders of the privately or publicly placed indebtedness for borrowed money or other lenders to or purchasers from Seller, not, prior to the date which is one (1) year and one (1) day after the payment in full of all such indebtedness, to acquiesce, petition or otherwise, directly or indirectly, invoke, or cause Seller to invoke, the process of any Governmental Authority for the purpose of (a) commencing or sustaining a case against Seller under any federal or state bankruptcy, insolvency or similar law (including the Bankruptcy Code), (b) appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for Seller, or any substantial part of its property, or (c) ordering the winding up or liquidation of the affairs of Seller. The provisions of this Section 13 shall survive the termination of this Agreement.

14.Intercreditor Agreement

.  Each party hereto acknowledges that it has entered into the Intercreditor Agreement. To the extent that any terms or provisions herein are inconsistent with any terms or provisions of the Intercreditor Agreement, the Intercreditor Agreement shall govern.

15.Structuring Agent

.  Each of the parties hereto hereby acknowledges and agrees that the Structuring Agent shall not have any right, power, obligation, liability, responsibility or duty under any Transaction Document, other than the Structuring Agent’s right to receive fees pursuant to the terms of the Fee Letter.  The Buyer acknowledges that it has not relied, and will not rely, on the Structuring Agent in deciding to enter into this Agreement and to take, or omit to take, any action under any Transaction Document.

Post-Closing Covenant

.  The Seller and the Servicer shall on or prior to the thirtieth (30th) day after the date of this Agreement (or such later day as agreed to in writing by the Buyer), either: (A) deliver to the Buyer a duly executed Lock-Box Agreement entered into with Wells Fargo Bank, N.A. as depositary bank, relating to the Lock-Box Account listed on Exhibit G, reasonably satisfactory to the Buyer or (B) direct Account Debtors to cease remitting payments to the Lock-Box Account listed on Exhibit G and begin remitting payments to another Lock-Box Account that is subject to a Lock-Box Agreement reasonably satisfactory to the Buyer.  Upon any failure by the Seller and the Servicer to timely comply with this Section 16, an Event of Repurchase will be deemed to have occurred with respect to each Purchased Receivable then outstanding.

[Signatures Commence on the Following Page]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

CINCINNATI BELL FUNDING LLC,

as Seller

By:______________________________________

Name:  Joshua T. Duckworth

Title:    Vice President of Treasury, Corporate Finance and Investor Relations

Address:
221 East Fourth Street

Cincinnati, Ohio 45202

Attention: Joshua T. Duckworth

Telephone: (513) 397-2292

Email: Joshua.Duckworth@cinbell.com

CINCINNATI BELL INC.,

as Servicer

By:______________________________________

Name:  Joshua T. Duckworth

Title:    Vice President of Treasury, Corporate Finance and Investor Relations

Address:

221 East Fourth Street

Cincinnati, Ohio 45202

Attention: Joshua T. Duckworth

Telephone: (513) 397-2292

Email: Joshua.Duckworth@cinbell.com

Signature Page 1 of 2

747583579 06117932

PNC BANK, NATIONAL ASSOCIATION,

as Buyer

By:______________________________________

Name:

Title:

Address:

300 Fifth Ave

Pittsburgh, PA 15222

Attention:Brian Stanley

Telephone:(412) 768-2001

Email: brian.stanley@pnc.com

PNC CAPITAL MARKETS LLC,
as Structuring Agent

By:______________________________________

Name:

Title:

Signature Page 2 of 2

747583579 06117932

Schedule I
Form of Purchase Request

[date]

PNC Bank, National Association

300 Fifth Ave

Pittsburgh, PA 15222

Attention:  Brian Stanley

Email: brian.stanley@pnc.com

Reference is hereby made to that certain Receivables Purchase Agreement, dated as of May 10, 2018, by and among CINCINNATI BELL FUNDING LLC, a Delaware limited liability company (the “Seller”), CINCINNATI BELL INC., as servicer (the “Servicer”), and PNC BANK, NATIONAL ASSOCIATION, as buyer (“Buyer”) (as it may be amended, restated, modified or supplemented from time to time, the “Agreement”; capitalized terms not otherwise defined herein shall have the meanings set forth in, or by reference in, the Agreement).

Pursuant to the terms of the Agreement, the Seller hereby requests that the Buyer purchase from the Seller on ___________ ____, 20____, the Proposed Receivables listed on the exhibit attached hereto with an aggregate Net Invoice Amount of $_____________.  

The Seller represents and warrants that each of the conditions precedent outlined in Section 1(d) of the Agreement will be satisfied in connection with such proposed purchase.

Upon acceptance by the Buyer of this Purchase Request and payment of the aggregate Purchase Price (other than the Deferred Purchase Price Amount), the Buyer hereby purchases, and the Seller hereby sells, all of the Seller’s right, title and interest (but none of the Seller’s underlying obligations to the applicable Account Debtor) with respect to the Proposed Receivables set forth on the attached exhibit and Related Security as of the date hereof, and such Proposed Receivables and Related Security shall become Purchased Receivables and Related Security in the manner set forth in the Agreement.

CINCINNATI BELL FUNDING LLC,

as Seller

By:______________________________________

Name:

Title:

REQUEST ACCEPTED:

PNC BANK, NATIONAL ASSOCIATION

By:_____________________________________

Title:___________________________________

Schedule I-1

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Schedule II
Account Debtors

ACCOUNT DEBTOR NAME	ACCOUNT DEBTOR PURCHASE SUBLIMIT	ACCOUNT DEBTOR DISCOUNT RATE	ACCOUNT DEBTOR SUPPLEMENTAL PERIOD
Verizon Communications Inc.	$75,000,000	LIBORTerm SOFR + Ratings-Based Discount Percentage	90 days
AT&T, Inc.	$5,000,000	LIBORTerm SOFR + Ratings-Based Discount Percentage	90 days
The Kroger Co.	$15,000,000	LIBORTerm SOFR + Ratings-Based Discount Percentage	60 days
American Express Company	$10,000,000	LIBORTerm SOFR + Ratings-Based Discount Percentage	60 days
Synchrony Financial	$10,000,000	LIBORTerm SOFR + Ratings-Based Discount Percentage	90 days
The Procter & Gamble Company	$10,000,000	LIBORTerm SOFR + Ratings-Based Discount Percentage	120 days
CVS Health Corporation	$10,000,000	Term SOFR + Ratings-Based Discount Percentage	75 days

Schedule II-1

747583579 06117932

Exhibit A
Certain Defined Terms

A. Defined Terms.

As used herein, the following terms shall have the following meanings:

“Account Debtor” means a Person listed as an account debtor on Schedule II to this Agreement, as such Schedule may be modified or supplemented from time to time, as approved in advance by the Buyer in writing in its sole and absolute discretion.

“Account Debtor Discount Rate” means with respect to any Account Debtor, the “Account Debtor Discount Rate” specified for such Account Debtor on Schedule II to this Agreement, as such Schedule may be modified or supplemented from time to time, as approved in advance by the Buyer in writing in its sole and absolute discretion.

“Account Debtor Supplemental Period” means for each Account Debtor, the number of days set forth under the heading “Account Debtor Supplemental Period” for such Account Debtor on Schedule II to this Agreement, as such Schedule may be modified or supplemented from time to time, as approved in advance by the Buyer in writing in its sole and absolute discretion.

“Additional Reporting Date” means each Business Day next preceding an Additional Settlement Date.

“Additional Settlement Date” means any Business Day (i) notified to the Buyer by the Servicer upon at least one (1) Business Day’s notice and (ii) approved by the Buyer in its sole discretion.

“Adverse Claim” means a lien, security interest or other charge or encumbrance, or any other type of preferential arrangement; it being understood that any thereof in favor of the Buyer shall not constitute an Adverse Claim.

“Affiliate” means, as to any Person: (a) any Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person, or (b) who is a director or officer: (i) of such Person or (ii) of any Person described in clause (a).  For purposes of this definition, control of a Person shall mean the power, direct or indirect: (x) to vote 25% or more of the securities having ordinary voting power for the election of directors of such Person, or (y) to direct or cause the direction of the management and policies of such Person, in either case whether by ownership of securities, contract, proxy or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

“Anti-Terrorism Laws” means any Applicable Law relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Applicable Laws, all as amended, supplemented or replaced from time to time.

“Applicable Law” means, with respect to any Person, (x) all provisions of law, statute, treaty, constitution, ordinance, rule, regulation, requirement, restriction, permit, executive order, certificate, decision, directive or order of any Governmental Authority applicable to such Person or any of its property and (y) all judgments, injunctions, orders, writs, decrees and awards of all courts and arbitrators in proceedings or actions in which such Person is a party or by which any of its property is bound.

“Bankruptcy Code” means the United States Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq.), as amended from time to time.

“Beneficial Ownership Rule” means 31 C.F.R. § 1010.230.

“Beneficial Ownership Certification” means, for the Seller, a certification of the Seller as to its beneficial owner(s) complying with the Beneficial Ownership Rule.

Exhibit A-1

747583579 06117932

“Business Day” means any day (other than a Saturday or Sunday) on which: (a) banks are not authorized or required to close in Pittsburgh, Pennsylvania, Atlanta, Georgia or New York City, New York, and (b) if this definition of “Business Day” is utilized in connection with LIBOR, dealings are carried out in the London interbank market.SOFR, any such day that is also a day on which SOFR is published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, or any successor website thereto.

“Buyer” has the meaning set forth in the preamble hereto.

“Buyer’s Account” means the account specified as such in Exhibit G hereto, or such other bank account identified in writing by Buyer to Seller from time to time.

“CBT” means Cincinnati Bell Telephone Company LLC, an Ohio limited liability company, and its successors and permitted assigns.

“CBT Public Notice” means a public notice, issued by the Federal Communications Commission, announcing a request by CBT to discontinue, reduce or impair service.

“CBTS” means CBTS Technology Solutions LLC, a Delaware limited liability company.

“CBTS Lease Receivables” means a Receivable the Originator of which is CBTS and for which the underlying goods and services are hardware and related services procured by the Account Debtor from CBTS, but of which the expectation for payment of such Receivable is by a third-party financier as part of a direct leasing arrangement between such third-party financier and the Account Debtor for such goods and services.

“Change in Control” means that CB ceases to own, directly or indirectly, (a) 100% of the voting equity interests of the Seller free and clear of all Adverse Claims or (b) a majority of the voting equity interests of any Originator.

Notwithstanding the above, the acquisition by MIP V (FCC) AIV, L.P. and any other affiliate or managed funds and Ares Special Situations Fund IV, L.P., ASOF Holdings I, L.P. and any other affiliates or managed funds of CB will not be deemed a “Change in Control.”

“Collection Report” has the meaning set forth in Section 4(g).

“Collections” means, with respect to any Receivable:  (a) all funds that are received by the Seller, Servicer or any other Person on their behalf in payment of any amounts owed in respect of such Receivable (including purchase price, finance charges, interest and all other charges), or applied to amounts owed in respect of such Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Account Debtor or any other Person directly or indirectly liable for the payment of such Receivable and available to be applied thereon), (b) all Deemed Collections, (c) all proceeds of all Related Security with respect to such Receivable and (d) all other proceeds of such Receivable.

“Conforming Changes” means, with respect to Term SOFR or any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day,” the definition of “Discount,” the definition of “Discount 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, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Buyer decides may be appropriate to reflect the adoption and implementation of Term SOFR or such Benchmark Replacement and to permit the administration thereof by the Buyer in a manner substantially consistent with market practice (or, if the Buyer decides that adoption of any portion of such market practice is not administratively feasible or if the Buyer determines that no market practice for the administration of Term SOFR or the Benchmark Replacement exists, in such other manner of administration as the Buyer decides is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents).

Exhibit A-2

747583579 06117932

“Covered Entity” shall mean (a) each of Seller, Servicer, each Originator and each of CB’s subsidiaries and (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above.  For purposes of this definition, control of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.

“Credit and Collection Policy” means, as the context may require, those receivables credit and collection policies and practices of each Originator and of the Servicer in effect on the date of this Agreement and described in Exhibit H to this Agreement, as modified in compliance with this Agreement.

“Debt” means: (a) indebtedness for borrowed money, (b) obligations evidenced by bonds, debentures, notes or other similar instruments, (c) obligations to pay the deferred purchase price of property or services purchased by an applicable Person (other than trade debt incurred in the ordinary course of business and due within six months of the incurrence thereof) which would appear as liabilities on a balance sheet of such Person, (d) obligations as lessee under leases that shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, and (e) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (a) through (d).

“Deemed Collection” has the meaning set forth in Section 5(a) hereof.

“Defaulted Receivable” means a Receivable:

(a) as to which any payment, or part thereof, remains unpaid for more than thirty (30) days after the Due Date thereof, or

(b) without duplication (i) as to which an Insolvency Proceeding shall have occurred with respect to the Account Debtor thereof or any other Person obligated thereon or owning any Related Security with respect thereto, or (ii) that has been written off the Seller’s books as uncollectible.

“Deferred Purchase Price Amount” means with respect to any Purchased Receivable and Related Security, the Net Invoice Amount of such Purchased Receivable multiplied by 1.00%.

“Delinquent Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid beyond the Due Date of such Receivable.

“Dilution” means on any date after the date of the related Purchase Request, an amount equal to the sum, without duplication, of the aggregate reduction effected on such day in the outstanding balance of any Purchased Receivable as a result of any defective, rejected or returned goods or services, or any revision, cancellation, allowance, discount or other adjustment made by the Seller or any Affiliate of the Seller, or the Servicer or any Affiliate of the Servicer that are made in respect of Account Debtors; provided, however, that (a) writeoffs to the extent related to the financial or credit condition of an Account Debtor (including the occurrence of an Insolvency Proceeding with respect to the applicable Account Debtor) and (b) Disputes, in each case, shall not constitute Dilution.

“Discount” means, with respect to each Purchased Receivable purchased on a Purchase Date related to a specific Account Debtor, the discount cost applied by the Buyer to such Purchased Receivable, equal to the product of (a) the Net Invoice Amount of such Purchased Receivable minus the applicable Deferred Purchase Price Amount of such Purchased Receivable multiplied by (b) the applicable Account Debtor Discount Rate per annum, determined as of the Purchase Date for such Purchased Receivables, multiplied by (c) the result of (i) the applicable Discount Period, divided by (ii) 360.

“Discount Period” means with respect to any Purchased Receivable, the sum of the number of days from and including the Purchase Date thereof to but excluding the first Weekly Settlement Date occurring after (i) the Due Date with respect thereto plus (ii) the Account Debtor Supplemental Period for the applicable Account Debtor of such

Exhibit A-3

747583579 06117932

Purchased Receivable; provided, however, that in no event shall the Discount Period with respect to any Purchased Receivable end prior to sixty (60) days after the first Weekly Settlement Date following the Due Date with respect to such Purchased Receivable.

“Dispute” means any dispute, claim, offset or defense (other than discharge in bankruptcy of the Account Debtor) of the Account Debtor to the payment of any Receivable, or any other claim resulting from the sale or lease of goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or services or other similar claim or defense not arising from the credit risk or financial inability of any Account Debtor to pay undisputed indebtedness.

“Due Date” means, with respect to any Purchased Receivable, the date the related Receivable Documentation provides for timely payment in full of the amounts owing thereunder.

“Eligible Receivable” means a Receivable with respect to which each of the Eligibility Criteria set forth in Exhibit E is satisfied.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute of similar import, together with the regulations thereunder, in each case as in effect from time to time.  References to sections of ERISA also refer to any successor sections.

“ERISA Affiliate” means: (a) any corporation that is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Internal Revenue Code) as the Seller, any Originator, the Servicer or the Performance Guarantor, (b) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Internal Revenue Code) with the Seller, any Originator, the Servicer or the Performance Guarantor, or (c) a member of the same affiliated service group (within the meaning of Section 414(m) of the Internal Revenue Code) as the Seller, any Originator, the Servicer or the Performance Guarantor, any corporation described in clause (a) or any trade or business described in clause (b).

“Events of Repurchase” has the meaning set forth in Section 5(b) hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended or otherwise modified from time to time.

“Fee Letter” means the Fee Letter, dated as of the date hereof, among the Seller and the Buyer, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Final Collection Date” means the date following the termination of this Agreement on which the Buyer has received (i) all Collections owing on the Purchased Receivables and (ii) all payments, if any, required to be paid by the Seller or Servicer under this Agreement or any other Transaction Document, including with respect to Events of Repurchase and Indemnified Amounts.

“Financing Agreement” means the Receivables Financing Agreement, dated as of the date hereof, among the Seller and Cincinnati Bell Funding Canada Ltd., as borrowers, CB and OnX Enterprise Solutions Ltd., as servicers, the various lenders and group agents from time to time party thereto, and PNC Bank, National Association, as administrator and LC bank, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Funded Amount” has the meaning set forth in Section 1(e) hereof.

“GAAP” means the generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, as in effect on the date hereof; provided that CB shall be entitled to adopt and apply, at their sole election, changes to their respective definition of “GAAP” after the date hereof.

Exhibit A-4

747583579 06117932

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any court, and any Person owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements and/or any successor standards.

“Indemnified Amounts” has the meaning set forth in Section 4(i) hereof.

“Indemnified Person” has the meaning set forth in Section 4(i) hereof.

“Insolvency Proceeding” means: (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other similar arrangement in respect of its creditors generally or any substantial portion of its creditors, in each case undertaken under U.S. Federal, state or foreign law, including the Bankruptcy Code.

“Intercreditor Agreement” means the Intercreditor Agreement, dated as of the date hereof, among the Buyer, the Securitization Administrator, CB and the Seller, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

“LIBOR” means, for any Discount Period, the greater of (a) 0.00% and (b) the Eurodollar rate for U.S. dollar deposits with a term equal to the Discount Period as reported on the applicable Reuters Screen LIBOR Page or any other page that may replace such page from time to time for the purpose of displaying offered rates of leading banks for London interbank deposits in United States dollars, as of 11:00 a.m. (London time) on such day, or if such day is not a Business Day, then the immediately preceding Business Day (or if not so reported, then as determined by the Buyer from another recognized source for interbank quotation), in each case, changing when and as such rate changes.  Notwithstanding the foregoing, (i) if LIBOR shall be less than 0%, such rate shall be deemed 0% for purposes of this Agreement and (ii) if the Discount Period does not correspond to any available rate term, then LIBOR shall be LIBOR with a term equal to the shortest period for which LIBOR is available that exceeds the applicable Discount Period at such time

“Lock-Box Account” means each account specified as such in Exhibit G hereto.

“Lock-Box Agreement” means an agreement, by and among the Seller, the Servicer, the Securitization Administrator, as secured party, and a depositary bank, governing the terms of the related Lock-Box Accounts.

“Material Adverse Change” means, with respect to any Person (or if no Person is specified, with respect to the Seller, Servicer or Performance Guarantor) an event or circumstance that results in, or could reasonably be expect to result in, a material adverse change in:

(i)the assets, operations, business or financial condition of such Person;

(ii)the ability of any of such Person to perform its obligations under this Agreement or any other Transaction Document to which it is a party;

(iii)the validity or enforceability of any of the Transaction Documents, or the validity, enforceability or collectibility of the Purchased Receivables; or

(iv) the status, perfection, enforceability or priority of the Buyer’s interest in the Purchased Receivables and Related Security.

Exhibit A-5

747583579 06117932

“Maximum Outstanding Purchase Amount” means $80,000,000.

“Net Invoice Amount” means the amount of the applicable Purchased Receivable shown on the invoice for such Purchased Receivable as the total amount payable by the related Account Debtor (net of any discounts, credits or other allowances shown on such invoice and agreed to prior to the Purchase Date).

“New Credit Agreement” means the Credit Agreement dated as of September 7, 2021, by and among Red Fiber Parent LLC, as holdings, CB, as borrower, various subsidiaries of CB, the various lenders from time to time party thereto and Goldman Sachs Bank USA, as administrative agent.

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“On-Site Payment” means a payment of a Receivable made in cash or by check or credit card by an Account Debtor at a retail location, payment center or distributor of an Originator.

“Originator” means each Person from time to time party to the Sale Agreement as an Originator.

“Other Taxes” means any and all present or future stamp, court or documentary, intangible, recording, filing, sales, transfer taxes or any other excise or property taxes, charges or similar levies arising from the sale of Purchased Receivables or any payment made hereunder or from the execution, delivery, performance, registration or enforcement of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Transaction Document.

“Outstanding Purchase Amount” means, as of any time of determination and with respect to the Purchased Receivables, (x) the Net Invoice Amount for such Purchased Receivables, minus (y) the aggregate amount of all Collections with respect to such Purchased Receivables that has been deposited into the Buyer’s Account as of such time. When such term is used without reference to any specific Purchased Receivables, it shall constitute a reference to all Purchased Receivables.

“Overdue Payment Rate” means 3% per annum over and above the highest Account Debtor Discount Rate in effect at such time.

“PATRIOT Act” has the meaning set forth in Section 11(k)

“Payment-on-Delivery Transaction” means a payment of a Receivable made by check or money order by an Account Debtor at a warehouse location or distributor of an Originator upon the delivery to such Account Debtor of the goods or services giving rise to such Receivable.

“Performance Guarantor” means CB and any other Person that has guaranteed the performance obligations of the Seller under this Agreement.

“Performance Guaranty” means a performance guaranty entered into by the Performance Guarantor in favor of the Buyer.

“PNC” has the meaning set forth in the preamble hereto.

“Person” means an individual, partnership, sole proprietorship, corporation (including a business trust), limited liability company, limited partnership, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Proposed Receivables” means, with respect to any Purchase Date, the Receivables proposed by Seller to the Buyer for purchase hereunder and described in a Purchase Request to be purchased on such Purchase Date.

“Purchase Date” means each date on which the Buyer purchases Receivables and Related Security.

Exhibit A-6

747583579 06117932

“Purchase Price” has the meaning set forth in Section 1(e) hereof.

“Purchase Request” has the meaning set forth in Section 1(a) hereof.

“Purchase Sublimit” means, with respect to each Account Debtor, the dollar amount set forth on Schedule II to this Agreement as the “Purchase Sublimit,” as such Schedule may be modified or supplemented from time to time, as approved in advance by the Buyer in writing in its sole and absolute discretion.

“Purchased Receivables” has the meaning set forth in Section 1(a) hereof.

“Ratings-Based Discount Percentage” has the meaning set forth in the Fee Letter.

“Receivable Documentation” means, for each Receivable, the invoice therefor and any other agreement or documentation between the Seller and the applicable Account Debtor giving rise to, and/or setting forth terms and conditions related to the creation and payment of, such Receivable, including in each case any amendments.

“Receivable” means any indebtedness and other obligations owed to any Originator, CB, the Seller or the Buyer (as assignee of Seller) or any right of the Seller, CB, any Originator or the Buyer (as assignee of Seller) to payment from or on behalf of an Account Debtor, or any right to reimbursement for funds paid or advanced by the Seller, CB or any Originator on behalf of an Account Debtor, whether constituting an account, chattel paper, payment intangible, instrument or general intangible, in each instance arising in connection with (a) the sale of goods or the rendering of services or (b) the provision or use of equipment, facilities or software, and includes, without limitation, (i) the obligation to pay any finance charges, fees and other charges with respect thereto and (ii) amounts billed to the Account Debtor for such service or any other of the foregoing to be provided during the immediate subsequent billing period.  Indebtedness and other obligations arising from any one transaction, including, without limitation, indebtedness and other obligations represented by an individual invoice or agreement, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other obligations arising from any other transaction.

“Regulatory Change” means, relative to any Person:

(a) any change in (or the adoption, implementation, administration, change in phase-in or interpretation or commencement of effectiveness of) any:

(i) Applicable Law applicable to such Person;

(ii)  regulation, interpretation, directive, requirement or request (whether or not having the force of law) applicable to such Person of (A) any Governmental Authority charged with the interpretation or administration of any Applicable Law referred to in clause (a)(i) or (B) any fiscal, monetary or other authority having jurisdiction over such Person;

(iii)  GAAP, IFRS or regulatory accounting principles applicable to such Person and affecting the application to such Person of any Applicable Law, regulation, interpretation, directive, requirement or request referred to in clause (a)(i) or (a)(ii) above; or

(iv)notwithstanding the forgoing, (A) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder, issued in connection therewith or in implementation thereof, and (B) all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign governmental or regulatory authorities, shall in each case be deemed to be a “Regulatory Change” occurring and implemented after the date hereof, regardless of the date enacted, adopted, issued or implemented; or

Exhibit A-7

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(b) any change in the application to such Person of any existing Applicable Law, regulation, interpretation, directive, requirement, request or accounting principles referred to in clause (a)(i), (a)(ii), (a)(iii) or (a)(iv) above.

“Related Security” means, with respect to any Receivable:

(i)all of the Seller’s, the applicable Originator’s and CB’s interest in any goods (including returned goods), and documentation of title evidencing the shipment or storage of any goods (including returned goods), the sale of which gave rise to such Receivable;

(ii)all instruments and chattel paper that may evidence such Receivable;

(iii)all security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Receivable Documentation related to such Receivable or otherwise, together with all financing statements describing any collateral securing such Receivable;

(iv)solely to the extent applicable to such Receivable, all of the Seller’s, the applicable Originator’s and CB’s rights, interests and claims under the Receivable Documentation relating to such Receivable, and all guaranties, indemnities, insurance and other agreements (including the related Receivable Documentation) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Receivable Documentation related to such Receivable or otherwise;

(v)all of the Seller’s rights, interests and claims under the Transaction Documents;

(vi)all monies due or to become due with respect to any of the foregoing;

(vii)all books and records to the extent related to any of the foregoing; and

(viii)all Collections and other proceeds and products (as such terms are defined in the UCC) of any of the foregoing that are or were received by the Seller, the applicable Originator or CB on or after the applicable Purchase Date, including, without limitation, all funds which either are received by the Seller, such Originator, the Buyer or the Servicer from or on behalf of the Account Debtors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Account Debtors (including, without limitation, any insurance payments that the Seller, such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Account Debtors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables).

“Reportable Compliance Event” shall mean that any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations is in actual or probable violation of any Anti-Terrorism Law.

“Reporting Date” means (i) each Weekly Reporting Date and (ii) each Additional Reporting Date.

“Sale Agreement” means the Second Amended and Restated Purchase and Sale Agreement, dated as of May 10, 2018, among the Seller, the Originators and CB, as servicer and as sole member of the Seller, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Sale Transaction Taxes” has the meaning set forth in Section 5(d) hereof.

Exhibit A-8

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“Sanctioned Country” means a country subject to a sanctions program maintained under any Anti-Terrorism Law.

“Sanctioned Person”  means any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any Anti-Terrorism Law.

“Securitization Administrator” means PNC Bank, N.A., as the administrator under the Securitization Documents.

“Securitization Documents” means the Financing Agreement, the Sale Agreement and the other Transaction Documents (as defined in the Financing Agreement).

“Seller” has the meaning set forth in the preamble hereto.

“Seller’s Account” means the account specified as such in Exhibit G hereto, or such other bank account identified in writing by the Seller to the Buyer from time to time.

“Servicer” has the meaning set forth in Section 4(a) hereof.

“Servicer Incentive Fee” means, with respect to a Purchased Receivable, an amount equal to (a) the product of (i) the Net Invoice Amount of such Purchased Receivable multiplied by (ii) the Discount originally applied to such Purchased Receivable to determine such Purchased Receivable’s Purchase Price in accordance with Section 1(e) hereof, multiplied by (iii) the number of days from and including the day on which all Collections owing with respect to such Purchased Receivable were paid to the Buyer (or if such day occurs prior to the Maturity Date of such Purchased Receivable, such Maturity Date) to but excluding the end of Discount Period for such Purchased Receivable, divided by (b) 360.

“Servicer Termination Event” means an event specified in Exhibit F hereto.

“Settlement Date” means (i) each Weekly Settlement Date and (ii) each Additional Settlement Date.

“SOFR” shall mean, for any day, a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Adjustment” shall mean, ten basis points (0.10%).

“SOFR Floor” means a rate of interest per annum equal to zero basis points (0.00%).

“SOFR Reserve Percentage” shall mean, for any day, the maximum effective percentage in effect on such day, if any, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including, without limitation, supplemental, marginal and emergency reserve requirements) with respect to SOFR funding.

“Solvent” means, with respect to any Person at any time, a condition under which:

(i) the fair value and present fair saleable value of such Person’s total assets is, on the date of determination, greater than such Person’s total liabilities (including contingent and unliquidated liabilities) at such time;

(ii) the fair value and present fair saleable value of such Person’s assets is greater than the amount that will be required to pay such Person’s probable liability on its existing debts as they become absolute and matured (“debts,” for this purpose, includes all legal liabilities, whether matured or unmatured, liquidated or unliquidated, absolute, fixed, or contingent);

Exhibit A-9

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(iii) such Person is and shall continue to be able to pay all of its liabilities as such liabilities mature; and

(iv) such Person does not have unreasonably small capital with which to engage in its current and in its anticipated business.

For purposes of this definition:

(A) the amount of a Person’s contingent or unliquidated liabilities at any time shall be that amount which, in light of all the facts and circumstances then existing, represents the amount which can reasonably be expected to become an actual or matured liability;

(B) the “fair value” of an asset shall be the amount which may be realized within a reasonable time either through collection or sale of such asset at its regular market value;

(C) the “regular market value” of an asset shall be the amount which a capable and diligent business person could obtain for such asset from an interested buyer who is willing to Purchase such asset under ordinary selling conditions; and

(D) the “present fair saleable value” of an asset means the amount which can be obtained if such asset is sold with reasonable promptness in an arm’s-length transaction in an existing and not theoretical market.

“Structuring Agent” means PNC Capital Markets LLC, a Pennsylvania limited liability company.

“Taxes” means, with respect to any Person, any and all present or future taxes, charges, fees, levies, imposts, deductions or other assessments (including income, gross receipts, profits, withholding, excise, property, sales, use, license, occupation and franchise taxes and including any related interest, penalties or other additions) imposed by any jurisdiction or taxing authority (whether foreign or domestic) under the laws of which such Person is organized.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrator in its reasonable discretion).

“Term SOFR Rate” shall mean, for any Discount Period, the interest rate per annum determined by the Buyer by dividing (the resulting quotient rounded upwards, at the Buyer’s discretion, to the nearest 1/100th of 1%) (A) the Term SOFR Reference Rate for a tenor equal to such Discount Period on the day (the “Term SOFR Determination Date”) that is two (2) Business Days prior to the first day of such Discount Period, as such rate is published by the Term SOFR Administrator, by (B) a number equal to 1.00 minus the SOFR Reserve Percentage.  If the Term SOFR Reference Rate for the applicable tenor has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the Term SOFR Determination Date, then the Term SOFR Reference Rate, for purposes of clause (A) in the preceding sentence, shall be the Term SOFR Reference Rate for such tenor on the first Business Day preceding such Term SOFR Determination Date for which such Term SOFR Reference Rate for such tenor was published in accordance herewith, so long as such first preceding Business Day is not more than three (3) Business Days prior to such Term SOFR Determination Date.  (i) If the Term SOFR Rate, determined as provided above, would be less than the SOFR Floor, then the Term SOFR Rate shall be deemed to be the SOFR Floor and (ii) if the Discount Period does not correspond to any available rate term, then the Term SOFR Rate shall be the Term SOFR Rate with a term equal to the shortest period for which the Term SOFR Rate is available that exceeds the applicable Discount Period at such time.

“Term SOFR Reference Rate” shall mean the forward-looking term rate based on SOFR.

“Threshold Amount” has the meaning set forth in the New Credit Agreement as in effect on November 12, 2021, without giving effect to any other subsequent amendments, restatements, supplementations, or modifications.

Exhibit A-10

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“Transaction Documents” means this Agreement, the Performance Guaranty, the Fee Letter, each Lock-Box Agreement, each Purchase Request, each Collection Report and all other documents and agreements to be executed and delivered by the Seller, the Servicer or the Performance Guarantor in connection with any of the foregoing, in each case, as amended, supplemented or otherwise modified from time to time.

“UCC” means the Uniform Commercial Code in effect in the State of New York from time to time; provided, if by reason of mandatory provisions of Applicable Law, the perfection, the effect of perfection or non-perfection or the priority of the security interests of the Buyer is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“USD” means United States Dollars, the lawful currency of the United States of America.

“Weekly Reporting Date” means each Business Day next preceding a Weekly Settlement Date.

“Weekly Settlement Date” means the Friday of each calendar week (or if such day is not a Business Day, the next preceding Business Day).

B.  Other Interpretive Matters.  

All accounting terms defined directly or by incorporation in this Agreement shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein.  For purposes of this Agreement and all such certificates and other documents, unless the context otherwise requires: (a) except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP or IFRS, as in effect from time to time; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “hereof,” “herein” and “hereunder” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “including” means “including without limitation”; (g) references to any Applicable Law refer to that Applicable Law as amended from time to time and include any successor Applicable Law; (h) references to any agreement refer to that agreement as from time to time amended, restated, extended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s permitted successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term “from” means “from and including,” and the terms “to” and “until” each means “to but excluding”; (l) terms in one gender include the parallel terms in the neuter and opposite gender; and (m) the term “or” is not exclusive.

Section 1(g) of this Agreement provides a mechanism for determining an alternative rate of interest in the event that the Term SOFR Rate is no longer available or in certain other circumstances. The Buyer does not warrant or accept any responsibility for and shall not have any liability with respect to, the administration, submission or any other matter related to the Term SOFR Rate, or with respect to any alternative or successor rate thereto, or replacement rate therefor.

Exhibit A-11

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Exhibit B
Conditions Precedent for Effectiveness

Each of the following, in form and substance satisfactory to the Buyer:

(a)A fully executed counterpart of this Agreement.

(b)A fully executed counterpart of the Intercreditor Agreement.

(c)A counterpart of a Performance Guaranty fully executed by the Performance Guarantor.

(d)A certificate (long form, if available) issued by the Secretary of State of the State of Delaware as to the legal existence and good standing of Seller.

(e)A certificate (long form, if available) issued by the Secretary of State of the State of Ohio as to the legal existence and good standing of CB.

(f)A certificate of the Secretary or Assistant Secretary of the Seller and Servicer certifying attached copies of the charter and by-laws of such Person and all documents evidencing necessary corporate action to be taken by and governmental approvals, if any, to be obtained by such Person with respect to this Agreement and the names and true signatures of the incumbent officers of such Person authorized to sign this Agreement and any other documents to be delivered by it hereunder (including each Purchase Request) or thereunder or in connection herewith or therewith.

(g)A certificate of the secretary of CB certifying attached copies of the articles of incorporation of CB and all documents evidencing necessary corporate action to be taken by and governmental approvals, if any, to be obtained by such Person with respect to this Agreement and the Performance Guaranty and the names and true signatures of the incumbent officers of such Person authorized to sign this Agreement and the Performance Guaranty, as applicable, and any other documents to be delivered by it hereunder or thereunder or in connection herewith or therewith.

(h)UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name the Seller as debtor and that are filed in those state and county jurisdictions in which the Seller is organized or maintains its principal place of business or chief executive office and such other searches that the Buyer deems necessary or appropriate.

(i)Acknowledgment copies of proper termination statements (Form UCC-3) and any other relevant filings necessary to evidence the release of all security interests, ownership and other rights of any Person previously granted by the Seller in the Proposed Receivables and Related Security.

(j)Acknowledgment or time-stamped receipt copies of proper financing statements (showing the Seller as “debtor/seller” and the Buyer as “secured party/buyer”) duly filed on or prior to the date hereof.

(k)Payment of all fees set forth in the Fee Letter that are due and payable as of the date hereof.

(l)Favorable opinions of legal counsel to the Seller, Servicer and the Performance Guarantor in form and substance satisfactory to the Buyer, including, without limitation, as to general corporate matters, enforceability and security interest perfection.

Exhibit B-1

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Exhibit C
Representations and Warranties

(a)Each of the Seller, Servicer and Performance Guarantor is duly incorporated or formed, validly existing and in good standing under the laws of its respective jurisdiction of organization and has all organizational power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted.

(b)The execution, delivery and performance by the Seller, Servicer and Performance Guarantor of this Agreement and each other Transaction Document to which it is party and each other document to be delivered by it thereunder, (i) are within its organizational powers, (ii) have been duly authorized by all necessary organizational action, (iii) do not contravene, violate or breach (1) its charter or by-laws, (2) any Applicable Law, (3) any indenture, sale agreement, credit agreement, loan agreement, security agreement, mortgage, deed of trust or other agreement or instrument to which the Seller, Servicer or Performance Guarantor is a party or by which it or any of its respective property is bound, or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property and (iv) do not result in the creation or imposition of any Adverse Claim upon any of its properties pursuant to the terms of any such indenture, credit agreement, loan agreement, agreement, mortgage, deed of trust or other agreement or instrument, other than this Agreement and the other Transaction Documents.

(c)Each Transaction Document to which the Seller, Servicer or Performance Guarantor is party has been duly executed and delivered by such Person.

(d)No authorization or approval or other action by, and no notice to, license from or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Seller, Servicer and Performance Guarantor of each Transaction Document to which it is party or any other document to be delivered by it thereunder.

(e)This Agreement and each other Transaction Document to which the Seller, Servicer or Performance Guarantor is a party constitutes the legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law.

(f)There are no actions, suits or proceedings pending or, to the best of the Seller’s, the Servicer’s and Performance Guarantor’s knowledge, threatened against or affecting the Seller, Servicer or Performance Guarantor or any of their respective Affiliates or their respective properties, in or before any court, arbitrator or other body.

(g)The Seller, Servicer and Performance Guarantor is Solvent and no Insolvency Proceeding has occurred with respect to the Seller, Servicer or Performance Guarantor.

(h)No Material Adverse Change or event which, individually or in the aggregate, is reasonably likely to result in a Material Adverse Change has occurred with respect to the Seller, Servicer or Performance Guarantor.

(i)No Change in Control has occurred.

(j)All assets of the Seller are free and clear of any Adverse Claim in favor of the Internal Revenue Service or any other Governmental Authority other than inchoate tax liens resulting from an assessment of the Seller.

(k)All certificates, reports, statements, documents and other information furnished to the Buyer by or on behalf of the Seller, Servicer or Performance Guarantor pursuant to this Agreement or any other

Exhibit C-1

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Transaction Document, or in connection with or pursuant to any amendment or modification of, or waiver under, this Agreement or any other Transaction Document, is, at the time the same are so furnished, complete, true and correct in all material respects on the date the same are furnished to the Buyer, and does not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

(l)None of the Seller, Servicer or Performance Guarantor is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

(m)The Seller has continuously treated and shall continue to treat each sale of Purchased Receivables and Related Security hereunder as a sale for all purposes, including federal and state income tax, reporting and accounting purposes.

(n)No event has occurred and is continuing and no condition exists, or would result from any sale or assignment of any Purchased Receivable or Related Security, that constitutes or may reasonably be expected to constitute, individually or in the aggregate, a Servicer Termination Event.

(o)The Purchase Price payable for each Purchased Receivable and Related Security by the Buyer will represent fair consideration and reasonably equivalent value therefore.

(p)No Covered Entity is a Sanctioned Person.  No Covered Entity, either in its own right or through any third party, (i) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (ii) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (iii) engages in any dealings or transactions prohibited by any Anti-Terrorism Law.

(q)With respect to the Seller, as of May 9, 2019, it is an entity that is organized under the laws of the United States or of any state thereof and at least 51% of whose common stock or analogous equity interest is owned directly or indirectly by a company listed on the New York Stock Exchange or the American Stock Exchange or designated as a NASDAQ National Market Security listed on the NASDAQ stock exchange and is excluded on that basis from the definition of “Legal Entity Customer” as defined in the Beneficial Ownership Rule.

Exhibit C-2

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Exhibit D
Covenants

Until the Final Collection Date:

(a)Compliance with Laws; Corporate Existence.  The Seller and Servicer will comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which they may be subject.  The Seller will keep its jurisdiction of incorporation or its jurisdiction of formation, as applicable, unchanged from the applicable jurisdiction as in effect on the date hereof.

(b)Fundamental Changes.  The Seller shall not, without the prior written consent of the Buyer, permit itself (i) to merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person or (ii) to be owned by any Person other than CB or a subsidiary thereof.  The Seller shall provide the Buyer with at least thirty (30) days’ prior written notice before making any change in the Seller’s name or location or making any other change in the Seller’s identity or structure that would impair or otherwise render any UCC financing statement filed in connection with this Agreement “seriously misleading” as such term (or similar term) is used in the applicable UCC; each notice to the Buyer pursuant to this sentence shall set forth the applicable change and the proposed effective date thereof.  The Seller will also maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Purchased Receivables and related Receivables Documentation in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Purchased Receivables and Related Security (including records adequate to permit the daily identification of each Purchased Receivable and all Collections of and adjustments to each existing Purchased Receivable).

(c)Sales, Liens, etc.  Except as otherwise provided herein, the Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Purchased Receivable or Related Security, or assign any right to receive income in respect thereof.

(d)Extension or Amendment of Receivables.  Other than as permitted by Section 5(a) and in accordance with the Credit and Collection Policy and only to the extent the Seller deposits the Deemed Collection to the Buyer’s Account in accordance with the terms thereof, neither the Seller nor the Servicer will extend, amend or otherwise modify the terms of any Purchased Receivable,or amend, modify or waive any term or condition of any Receivables Documentation related thereto, without the prior written consent of the Buyer.  Other than as permitted by Section 5(a) and only to the extent the Seller deposits the Deemed Collection to the Buyer’s Account in accordance with the terms thereof, neither the Seller nor the Servicer will take, or cause to be taken, any action that reduces the amount payable of any Purchased Receivable or materially impairs the full and timely collection thereof.

(e)Audits and Visits.  The Seller and Servicer will furnish to the Buyer from time to time such information with respect to the Purchased Receivables and Related Security as the Buyer may reasonably request, except to the extent prohibited by Applicable Law or licenses.  The Seller and the Servicer will, at any time and from time to time during regular business hours with reasonable prior written notice, (i) at their expense, permit the Buyer, or its agents or representatives, (A) to examine and make copies of and abstracts from all books and records relating to the Purchased Receivables and Related Security and (B) to visit the offices and properties of the Seller and the Servicer for the purpose of examining such books and records, and to discuss matters relating to the Purchased Receivables, Related Security or the Seller’s or the Servicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Seller or the Servicer (provided that representatives of the Seller and/or the Servicer, as applicable, are present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, from time to time during regular business hours, upon reasonable prior written notice from the Buyer, permit certified public accountants or other auditors acceptable to the Buyer to conduct a review of its books and records with respect to the Purchased Receivables and Related Security; provided, however, that neither the Seller nor the Servicer shall

Exhibit D-1

747583579 06117932

be obligated to permit such examinations, visits or reviews under clauses (i) and (ii) above, more than three times per year (commencing upon and including the date hereof) during such time that no Servicer Termination Event has occurred and is continuing and neither the Seller nor the Servicer shall be obligated to pay or reimburse any Person for the expenses of more than one such examination or visit pursuant to clause (i) above per year (commencing upon and including the date hereof) during such time that no Servicer Termination Event has occurred and is continuing..

(f)Reporting Requirements.  The Seller and Servicer will provide to the Buyer the following:

(i)immediately (and in no event later than two (2) Business Days following knowledge or notice thereof), written notice in reasonable detail, of any Adverse Claim or Dispute asserted or claim made against a Purchased Receivable or Related Security;

(ii)immediately (and in no event later than two (2) Business Days following knowledge or notice thereof), written notice in reasonable detail, of the occurrence of the Servicer Termination Event;

(iii)as soon as possible and in any event within two (2) Business Days after knowledge or notice of the occurrence thereof, written notice of any matter that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; and

(iv)all notices and other documents delivered to the Securitization Administrator and the Lenders (as defined in the Financing Agreement) pursuant to the Securitization Documents simultaneously with delivery to the Securitization Administrator and the Lenders (as defined in the Financing Agreement).

(g)Further Action Evidencing Purchases.  The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer may reasonably request in order to perfect, protect or more fully evidence the Purchased Receivables and Related Security, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document.  Without limiting the generality of the foregoing, upon the request of the Buyer, the Seller will execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary.

(h)Performance and Compliance with Purchased Receivables and Receivables Documentation.  The Seller and the Servicer will at their expense timely and fully perform and comply with all provisions, covenants and other promises required to be observed by them under all Receivables Documentation or other documents or agreements related to the Purchased Receivables if the failure to perform or comply would reasonably be expected to cause a Material Adverse Change.

(i)Not Adversely Affect Buyer’s Rights. The Seller and Servicer will refrain from any act or omission which might, individually or in the aggregate, in any material way prejudice, diminish or limit the Buyer’s rights under or with respect to any of the Purchased Receivables, Related Security or this Agreement.

(j)Credit and Collection Policy. The Seller and Servicer will comply in all material respects with its Credit and Collection Policy with regard to each Purchased Receivable and Related Security.

(k)No Change in Business or Credit and Collection Policy.  Neither the Seller nor the Servicer shall make any change in the character of its business or in the Credit and Collection Policy, which change would, in either case, impair the collectability of any Purchased Receivable or Related Security or otherwise have a Material Adverse Change with respect to the Seller or the Servicer.

(l)Amendments to Sale Agreement or Financing Agreement.  Neither the Seller nor the Servicer shall consent to amendment or modification of, or waiver under, the Sale Agreement or the Financing Agreement without the prior written consent of the Buyer.

Exhibit D-2

747583579 06117932

(m)Restricted Payments.  The Seller shall not (i) purchase or redeem any shares of its capital stock or membership interests, (ii) declare or pay any dividend or distribution or set aside any funds for any such purpose, (iii) prepay, purchase or redeem any Debt, (iv) lend or advance any funds or (v) repay any loans or advances to, for or from any of its Affiliates if any amounts then due and payable by the Seller to the Buyer pursuant to this Agreement have not been paid to the Buyer.

(n)Anti-Money Laundering/International Trade Law Compliance.  Neither the Seller nor the Servicer will become a Sanctioned Person. No Covered Entity, either in its own right or through any third party, will (i) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (ii) do business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; (iii) engage in any dealings or transactions prohibited by any Anti-Terrorism Law or (iv) use the proceeds of any purchase to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law.  The funds used to repay each purchase will not be derived from any unlawful activity.  The Seller and the Servicer shall comply with all Anti-Terrorism Laws.  The Seller and the Servicer shall promptly notify the Buyer in writing upon the occurrence of a Reportable Compliance Event.  The Seller has not used and will not use the proceeds of any purchase to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country.

(o)Beneficial Ownership Certification.  Promptly following any change that would result in a change to the status as an excluded “Legal Entity Customer” under the Beneficial Ownership Rule, the Seller shall execute and deliver to the Buyer a certification of the Seller  as to its beneficial owner(s) complying with the Beneficial Ownership Rule, in form and substance reasonably acceptable to the Buyer.

Exhibit D-3

747583579 06117932

Exhibit E
Eligibility Criteria

(a)The Account Debtor of which (i) has a billing address in the United States, (ii) is not subject to any Insolvency Proceeding, (iii) is not an Affiliate (other than an officer, director or other natural Person) of CB or any Affiliate (other than an officer, director or other natural Person) of CB, (iv) is not a Sanctioned Person or not a resident of a Sanctioned Country and (v) is not a federal governmental entity.

(b)The information contained in the exhibit to the applicable Purchase Request is true, accurate and correct in all material respects and contains a true, accurate and correct list of the invoice number, Due Date and unpaid amount due in respect of such Receivable.

(c)The related Account Debtor has been instructed to make payments on such Receivable only to the applicable Lock-Box Account.

(d)Such Receivable is denominated and payable only in USD in the United States, and (except in the case of a Receivable generated in connection with any Payment-on-Delivery Transaction) the Account Debtor with respect to which has been instructed in writing by the Servicer, the Seller, the applicable Originator or the applicable Sub-Servicer, if any, to remit Collections in respect thereof to a Lock-Box Account in the United States of America (provided that such Account Debtor may make an On-Site Payment notwithstanding such instruction).

(e)Such Receivable does not have a stated maturity which is more than one hundred-twenty (120) days after the original invoice date of such Receivable; provided that, at any time, the Seller may request the written consent of the Buyer that all Receivables payable by or on behalf of any Account Debtor may have a stated maturity which is more than one hundred-twenty (120) days after the original invoice of such Receivables.

(f)Such Receivable arises under duly authorized Receivables Documentation for the sale and delivery of goods and services in the ordinary course of an Originator’s business.

(g)Such Receivable arises under duly authorized Receivables Documentation that is in full force and effect and that is a legal, valid and binding obligation of the related Account Debtor, enforceable against such Account Debtor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law.

(h)The applicable Originator has delivered to the related Account Debtor all property or fully performed all services required to be so delivered or performed by the terms of the Receivable Documentation and the payments due with respect to such Receivable are not contingent upon such Originator’s or any other Person’s fulfillment of any further act or obligation.

(i)Such Receivable conforms in all material respects with all Applicable Laws.

(j)Such Receivable is not the subject of any Dispute, Adverse Claim or other claim.

(k)Such Receivable has not been modified, waived or restructured since its creation.

(l)The Seller owns good and marketable title in such Receivable and Related Security, free and clear of any Adverse Claims, and that is freely assignable by the Seller (including without any consent of the related Account Debtor).

(m)The Buyer shall have a valid and enforceable ownership interest in such Receivable and Related Security, free and clear of any Adverse Claim.

Exhibit E-1

747583579 06117932

(n)Such Receivable is an “account” or “payment intangible” within the meaning of Article 9 of the UCC of all applicable jurisdictions and is not evidenced by instruments or chattel paper.

(o)None of the Originator thereof, the Seller and the Servicer has established any offset arrangements with the Account Debtor of such Receivable.

(p)Defaulted Receivables of the Account Debtor of such Receivables do not exceed 50% of the Outstanding Purchase Amount of all such Account Debtor’s Receivables.

(q)Payment of such Receivable by the applicable Account Debtor is not past due.

(r)Such Receivable (i) [reserved] and (ii) the invoice with respect thereto has been sent to the Account Debtor thereof.

(s)Such Receivable is not a CBTS Lease Receivable for which an invoice or bill with respect thereto has not been sent to the Account Debtor thereof by the Servicer or the related Originator.

Exhibit E-2

747583579 06117932

Exhibit F
Servicer Termination Events

Each of the following shall constitute a “Servicer Termination Event” for purposes of this Agreement:

(a)More than ten percent (10%) of the Purchased Receivables are either Delinquent Receivables or Defaulted Receivables.

(b)(i)  The Seller or the Servicer shall fail to perform or observe any term, covenant or agreement under this Agreement or any other Transaction Document, except as otherwise provided herein, such failure shall, solely to the extent capable of cure, continue for thirty (30) days after the earlier of any such Person’s knowledge or notice thereof or (ii) the Seller, the Servicer or the Performance Guarantor shall fail to make when due any payment or deposit to be made by it under this Agreement, the Performance Guaranty or any other Transaction Document and such failure shall remain unremedied for two (2) Business Days after the earlier of any such Person’s knowledge or notice thereof.

(c)Any of the representations and warranties made or deemed made by the Seller or Servicer (or any of their respective officers) in this Agreement (including with respect to the Proposed Receivables and Related Security), or by the Performance Guarantor in the Performance Guaranty, shall fail to have been true or correct in any material respect when made or deemed made or delivered and except as otherwise provided herein, such failure shall, solely to the extent capable of cure, continue for thirty (30) days after the earlier of any such Person’s knowledge or notice thereof.

(d)The Performance Guarantor shall fail to perform any of its obligations under the Performance Guaranty and, except as otherwise provided herein, such failure shall, solely to the extent capable of cure, continue for thirty (30) days after the earlier of Performance Guarantor’s knowledge or notice thereof.

(e)The Securitization Administrator or the Seller shall fail to be in compliance in all material respects with any of its obligations under the Intercreditor Agreement.

(f)The Seller or the Servicer shall fail to maintain a Lock-Box Agreement with respect to any Lock-Box Account.

(g)An amount due for payment by the Seller or Servicer to the Buyer pursuant to this Agreement or any other Transaction Document (including interest on any overdue amount as provided for in Section 8 hereof) or by the Performance Guarantor pursuant to the Performance Guaranty shall remain outstanding for more than two (2) Business Days from the original due date therefor.

(h)(i)  The Seller, the Servicer, the Performance Guarantor or any of their respective subsidiaries shall fail to pay any principal of or premium or interest on any of its Debt that is outstanding in a principal amount of at least the Threshold Amount in the aggregate (or, solely with respect to the Seller, $15,775) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement, mortgage, indenture or instrument relating to such Debt, (ii) any other event shall occur or condition shall exist under any agreement, mortgage, indenture or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement, mortgage, indenture or instrument, if the effect of such event or condition is to give the applicable debtholders the right (whether acted upon or not) to accelerate the maturity of such Debt and, in the case of this clause (ii), if the agreement, mortgage, indenture or instrument relating to such Debt does not provide for a grace period upon the occurrence of such failure, event or condition, then (A) such failure, event or condition shall be continuing and such Debt shall have been accelerated or (B) such failure, event or condition shall be continuing for a period of fifteen (15) Business Days without such failure, event or condition having been cured, waived or otherwise remedied under the agreement, mortgage, indenture or instrument relating to such Debt or (iii) without limiting the foregoing, any “Event of Default”, “Purchase and Sale Termination Event” or similar event shall

Exhibit F-1

747583579 06117932

occur under the Securitization Documents (whether or not waived under and in accordance with the Securitization Documents).

(i)Either the Internal Revenue Service or the Pension Benefit Guaranty Corporation shall have filed one or more notices of lien asserting a claim or claims in an amount in excess of $500,000 pursuant to the Internal Revenue Code, or ERISA, as applicable, against the assets of the Seller, the Servicer, the Performance Guarantor or any ERISA Affiliate.

(j)There shall have occurred any event that materially adversely impairs, in the reasonable discretion of the Buyer, the collectability of the Purchased Receivables and Related Security generally or any material portion thereof.

(k)This Agreement or any security interest granted pursuant to this Agreement or any other Transaction Document shall for any reason cease to create, or for any reason cease to be, a valid and enforceable first priority perfected security interest in favor of the Buyer with respect to the Purchased Receivables and Related Security, free and clear of any Adverse Claim.

(l)A Material Adverse Change shall have occurred.

(m)A Change in Control shall have occurred.

(n)The Servicer shall fail to deliver a Collection Report in accordance with Section 4(g) and such failure shall remain unremedied for one (1) Business Day after the related Reporting Date.

(o)Any Transaction Document shall, in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of any party thereto other than Buyer or any such party shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of such Transaction Document.

(p)The Seller and the Servicer shall fail to timely comply with the terms of Section 16 of this Agreement.

Exhibit F-2

747583579 06117932

Exhibit G
Accounts

Lock-Box Accounts

With respect to Cincinnati Bell Funding LLC:

Bank:  PNC BANK, N.A.

ABA #:  041000124

Account #: 4002886552

Account Name:  Cincinnati Bell Funding LLC

Bank:  PNC BANK, N.A.

ABA #:  041000124

Account #: 4003617240

Account Name:  Cincinnati Bell Funding LLC

Buyer’s Account

Bank:  PNC BANK, N.A.

ABA#:043-000-096

Account #:130760016803

Account Name:  PNC Bank, N.A.

Reference: Cincinnati Bell Funding – Monetization (Attn: Commercial Loan Department)

Seller’s Accounts

Bank:  PNC BANK, N.A.

ABA #:  041000124

Account #: 4005487362

Account Name:  Cincinnati Bell INC

Exhibit G-1

747583579 06117932

Exhibit H
Credit and Collection Policy

(attached)

EX-31.1

Exhibit 31.1

Certifications

I, Leigh R. Fox, Chief Executive Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cincinnati Bell Inc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure control and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 4, 2022	/s/ Leigh R. Fox
		Leigh R. Fox
		Chief Executive Officer

EX-31.2

Exhibit 31.2

Certifications

I, Joshua T. Duckworth, Chief Financial Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cincinnati Bell Inc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure control and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 4, 2022	/s/ Joshua T. Duckworth
		Joshua T. Duckworth
		Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cincinnati Bell Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Leigh R. Fox, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Leigh R. Fox

Leigh R. Fox

Chief Executive Officer

August 4, 2022

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cincinnati Bell Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joshua T. Duckworth, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Joshua T. Duckworth

Joshua T. Duckworth

Chief Financial Officer

August 4, 2022

XML

Document and Entity Information Document	6 Months Ended
	Jun. 30, 2022 shares
Cover [Abstract]
Entity Registrant Name	CINCINNATI BELL INC.
Entity Central Index Key	0000716133
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Small Business	false
Document Type	10-Q
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding	0
Entity File Number	1-8519
Entity Tax Identification Number	31-1056105
Entity Address, Address Line One	221 East Fourth Street
Entity Address, City or Town	Cincinnati
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45202
City Area Code	513
Local Phone Number	397-9900
Entity Incorporation, State or Country Code	OH
Document Quarterly Report	true
Document Transition Report	false

XML

Condensed Consolidated Statements of Operations - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Revenue	$ 439.5	$ 414.2	$ 875.3	$ 824.1
Costs and expenses
Cost of services and products, excluding items below	241.2	224.8	479.7	444.9
Selling, general and administrative, excluding items below	95.9	85.4	185.5	169.2
Depreciation and amortization	130.1	71.8	249.6	142.8
Restructuring and severance related charges	0.4	0.4	1.3	0.9
Transaction and integration costs	4.3	1.4	6.6	3.3
Total operating costs and expenses	471.9	383.8	922.7	761.1
Operating (loss) income	(32.4)	30.4	(47.4)	63.0
Interest expense	18.4	33.5	34.9	65.9
Other components of pension and postretirement benefit plans (benefit) expense	(2.6)	1.7	(5.2)	4.3
Other expense (income), net	11.8	(0.2)	11.4	0.0
Loss before income taxes	(60.0)	(4.6)	(88.5)	(7.2)
Income tax (benefit) expense	(14.0)	0.0	(20.5)	0.4
Net loss	(46.0)	(4.6)	(68.0)	(7.6)
Preferred stock dividends	0.0	2.6	0.0	5.2
Net loss applicable to common shareowners	$ (46.0)	$ (7.2)	$ (68.0)	$ (12.8)

XML

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Statement Of Income And Comprehensive Income [Abstract]
Net loss	$ (46.0)	$ (4.6)	$ (68.0)	$ (7.6)
Other comprehensive income (loss), net of tax:
Foreign currency translation (loss) gain	(3.1)	1.6	(1.3)	2.6
Cash flow hedges:
Unrealized (loss) gain on cash flow hedges arising during the period, net of tax of $0.0, $0.2	0.0	(0.1)	0.0	0.5
Reclassification adjustment for net losses included in net income, net of tax of $0.6, $1.1	0.0	1.7	0.0	3.5
Defined benefit plans:
Net (loss) gain arising from remeasurement during the period, net of tax of ($0.4), $1.8, ($0.4), $1.8	(1.3)	6.0	(1.3)	6.0
Amortization of prior service benefits included in net income, net of tax of ($0.2), ($0.3)	0.0	(0.5)	0.0	(1.0)
Amortization of net actuarial loss included in net income, net of tax of $1.2, $2.6	0.0	4.0	0.0	8.9
Total other comprehensive (loss) income	(4.4)	12.7	(2.6)	20.5
Total comprehensive (loss) income	$ (50.4)	$ 8.1	$ (70.6)	$ 12.9

XML

Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Statement Of Income And Comprehensive Income [Abstract]
Unrealized (loss) gain on cash flow hedges arising during the period, tax		$ 0.0		$ 0.2
Reclassification adjustment for net losses included in net income, tax		0.6		1.1
Net (loss) gain arising from remeasurement during the period, tax	$ (0.4)	1.8	$ (0.4)	1.8
Amortization of prior service benefits included in net income, tax		(0.2)		(0.3)
Amortization of net actuarial loss included in net income, tax		$ 1.2		$ 2.6

XML

Condensed Consolidated Statements of Shareowners' Equity (Deficit) - USD ($) shares in Millions, $ in Millions	Total	Cumulative Convertible Preferred Shares [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
Beginning Balance, Shareowners' Equity (Deficit) at Dec. 31, 2020	$ (191.1)	$ 129.4	$ 0.5	$ 2,670.3	$ (2,831.6)	$ (159.7)
Beginning Balance, Shares at Dec. 31, 2020		3.1
Beginning Balance, Shares at Dec. 31, 2020			50.7
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(7.6)				(7.6)
Other comprehensive income (loss)	20.5					20.5
Shares issued under employee plans			0.2
Shares purchased under employee plans and other	(2.0)			(2.0)
Stock-based compensation	2.2			2.2
Dividends on preferred stock	(5.2)			(5.2)
Ending Balance, Shareowners' Equity (Deficit) at Jun. 30, 2021	(183.2)	$ 129.4	$ 0.5	2,665.3	(2,839.2)	(139.2)
Ending Balance, Shares at Jun. 30, 2021		3.1
Ending Balance, Shares at Jun. 30, 2021			50.9
Beginning Balance, Shareowners' Equity (Deficit) at Mar. 31, 2021	(189.6)	$ 129.4	$ 0.5	2,667.0	(2,834.6)	(151.9)
Beginning Balance, Shares at Mar. 31, 2021		3.1
Beginning Balance, Shares at Mar. 31, 2021			50.9
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(4.6)				(4.6)
Other comprehensive income (loss)	12.7					12.7
Stock-based compensation	0.9			0.9
Dividends on preferred stock	(2.6)			(2.6)
Ending Balance, Shareowners' Equity (Deficit) at Jun. 30, 2021	(183.2)	$ 129.4	$ 0.5	2,665.3	(2,839.2)	(139.2)
Ending Balance, Shares at Jun. 30, 2021		3.1
Ending Balance, Shares at Jun. 30, 2021			50.9
Beginning Balance, Shareowners' Equity (Deficit) at Dec. 31, 2021	1,690.1	$ 0.0	$ 0.0	1,716.1	(27.2)	1.2
Beginning Balance, Shares at Dec. 31, 2021		0.0
Beginning Balance, Shares at Dec. 31, 2021			0.0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(68.0)				(68.0)
Other comprehensive income (loss)	(2.6)					(2.6)
Ending Balance, Shareowners' Equity (Deficit) at Jun. 30, 2022	1,619.5	$ 0.0	$ 0.0	1,716.1	(95.2)	(1.4)
Ending Balance, Shares at Jun. 30, 2022		0.0
Ending Balance, Shares at Jun. 30, 2022			0.0
Beginning Balance, Shareowners' Equity (Deficit) at Mar. 31, 2022	1,669.9	$ 0.0	$ 0.0	1,716.1	(49.2)	3.0
Beginning Balance, Shares at Mar. 31, 2022		0.0
Beginning Balance, Shares at Mar. 31, 2022			0.0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(46.0)				(46.0)
Other comprehensive income (loss)	(4.4)					(4.4)
Ending Balance, Shareowners' Equity (Deficit) at Jun. 30, 2022	$ 1,619.5	$ 0.0	$ 0.0	$ 1,716.1	$ (95.2)	$ (1.4)
Ending Balance, Shares at Jun. 30, 2022		0.0
Ending Balance, Shares at Jun. 30, 2022			0.0

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 6.7	$ 5.6
Receivables, less allowances of $6.2 and $3.6	377.5	450.2
Inventory, materials and supplies	68.9	57.1
Prepaid expenses	49.6	50.4
Other current assets	14.0	9.1
Total current assets	516.7	572.4
Property, plant and equipment, net	2,002.0	1,966.6
Operating lease right-of-use assets	68.8	44.3
Goodwill	687.1	646.3
Intangible assets, net	884.9	928.3
Deferred income tax assets	5.6	5.3
Other noncurrent assets	43.2	35.6
Total assets	4,208.3	4,198.8
Current liabilities
Current portion of long-term debt	19.9	19.7
Accounts payable	375.6	399.2
Unearned revenue and customer deposits	81.0	83.2
Accrued taxes	22.2	25.3
Accrued interest	1.1	1.9
Accrued payroll and benefits	45.9	41.9
Other current liabilities	55.0	45.5
Total current liabilities	600.7	616.7
Long-term debt, less current portion	1,521.9	1,428.9
Operating lease liabilities	62.5	40.2
Pension and postretirement benefit obligations	133.5	141.1
Pole license agreement obligation	45.2	46.2
Deferred income tax liability	115.9	139.6
Other noncurrent liabilities	109.1	96.0
Total liabilities	2,588.8	2,508.7
Shareowners’ equity
Additional paid-in capital	1,716.1	1,716.1
Accumulated deficit	(95.2)	(27.2)
Accumulated other comprehensive (loss) income	(1.4)	1.2
Total shareowners’ equity	1,619.5	1,690.1
Total liabilities and shareowners’ equity	$ 4,208.3	$ 4,198.8

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Statement Of Financial Position [Abstract]
Allowance for receivables	$ 6.2	$ 3.6

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities
Net loss	$ (68.0)	$ (7.6)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	249.6	142.8
Provision for loss on receivables	2.6	0.8
Unrealized loss on interest rate swaps	11.4	0.0
Noncash portion of interest expense	2.6	2.9
Deferred income taxes	(23.7)	(2.3)
Pension and other postretirement payments in excess of expense	(9.2)	(0.7)
Stock-based compensation	0.0	2.2
Other, net	(0.2)	(0.3)
Changes in operating assets and liabilities:
Decrease in receivables	69.3	75.2
Increase in inventory, materials, supplies, prepaid expenses and other current assets	(6.5)	(20.2)
(Decrease) increase in accounts payable	(45.5)	20.5
Increase (decrease) in accrued and other current liabilities	4.5	(35.6)
(Increase) decrease in other noncurrent assets	(6.2)	0.6
(Decrease) increase in other noncurrent liabilities	(4.5)	1.8
Net cash provided by operating activities	176.2	180.1
Cash flows from investing activities
Capital expenditures	(200.9)	(119.7)
Acquisition of business, net of cash acquired	(65.1)	0.0
Proceeds from sale of assets	2.3	0.0
Other, net	0.3	0.1
Net cash used in investing activities	(263.4)	(119.6)
Cash flows from financing activities
Net increase (decrease) in corporate credit and receivables facilities with initial maturities less than 90 days	100.0	(51.6)
Repayment of debt	(10.7)	(9.6)
Debt issuance costs	(0.7)	(0.8)
Dividends paid on preferred stock	0.0	(5.2)
Other, net	0.0	(2.0)
Net cash provided by (used in) financing activities	88.6	(69.2)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	0.0	0.0
Net increase (decrease) in cash, cash equivalents and restricted cash	1.4	(8.7)
Cash, cash equivalents and restricted cash at beginning of period	6.1	17.2
Cash, cash equivalents and restricted cash at end of period	7.5	8.5
Noncash investing and financing transactions:
Acquisition of property by assuming debt and other noncurrent liabilities	2.1	2.0
Acquisition of property on account	$ 65.6	$ 42.7

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Description of Business and Accounting Policies

6 Months Ended

Jun. 30, 2022

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Description of Business and Accounting Policies

1.    Description of Business and Accounting Policies

Organization — On March 13, 2020, the Company (as defined below), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Red Fiber Parent LLC, a Delaware limited liability company (“Parent”), and RF Merger Sub Inc., an Ohio corporation and directly wholly owned subsidiary of Parent (“Merger Sub”). On September 7, 2021 (the “Closing Date” or “Merger Date”), upon the terms and subject to the conditions set forth in the Merger Agreement, and in accordance with the applicable provisions of the Ohio General Corporation Law (the “OGCL”), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). At the effective time of the Merger (the “Effective Time”), the separate corporate existence of Merger Sub ceased, and the Company survived the Merger as a wholly owned private subsidiary of Parent. As of the date of this filing, the Company has ceased to be a registrant, however due to contractual terms in certain indentures, the Company is required to voluntarily file with the U.S. Securities and Exchange Commission (“SEC”).

As a result of the Merger, for accounting purposes, Parent is the acquirer and Cincinnati Bell Inc. is the acquiree and accounting predecessor. The financial statement presentation includes the financial statements of historical Cincinnati Bell Inc. as “Predecessor” for periods prior to the Closing Date and of the Company as “Successor” for the periods after the Closing Date. In connection with the Merger and the related accounting determination, the Company has elected to apply push-down accounting and reflect in its financial statements the fair value of its assets and liabilities. The Condensed Consolidated Financial Statements and footnotes include a black line division between the columns titled "Predecessor" and "Successor" to signify that the amounts shown for the periods prior to and following the Merger are not comparable. The Company has elected to record all expenses that were contingent on the closing of the Merger in the Predecessor period. See Note 2 for additional information on the Merger.

Description of Business — Cincinnati Bell Inc. and its consolidated subsidiaries ("Cincinnati Bell," "we," "our," "us" or the "Company") provide diversified telecommunications and technology services. For ease of reference, the terms “Cincinnati Bell,” “we,” “our Company,” “the Company,” “us,” or “our” as used in this report refer to both the Predecessor and the Successor and their respective subsidiaries. The Company generates a large portion of its revenue by serving customers in Cincinnati, Ohio, Dayton, Ohio and the islands of Hawaii. An economic downturn or natural disaster occurring in these, or a portion of these, limited operating territories could have a disproportionate effect on our business, financial condition, results of operations and cash flows compared to similar companies of a national scope and similar companies operating in different geographic areas.

The Company had receivables with one customer, Verizon Communications Inc. (“Verizon”), which made up 26% of the outstanding accounts receivable balance at December 31, 2021. No customers exceeded 10% of outstanding accounts receivable at June 30, 2022. Revenue derived from foreign operations was approximately 7% of consolidated revenue for the three and six months ended June 30, 2022. Revenue derived from foreign operations was approximately 6% of consolidated revenue for the three and six months ended June 30, 2021. 

Basis of Presentation — The Condensed Consolidated Financial Statements of the Company have been prepared pursuant to the rules and regulations of the SEC and, in the opinion of management, include all adjustments necessary for a fair statement of the results of operations, other comprehensive income, financial position and cash flows for each period presented.

The adjustments referred to above are of a normal and recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to SEC rules and regulations for interim reporting.

The Company’s Condensed Consolidated Balance Sheet as of December 31, 2021 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s 2021 Annual Report on Form 10-K.

Business Combinations — In accounting for business combinations, we apply the accounting requirements of Accounting Standards Codification 805 (“ASC 805”), “Business Combinations,” which requires the recording of net assets of acquired businesses at fair value. In developing fair value estimates for acquired assets and assumed liabilities, management analyzes a variety of factors including market data, estimated future cash flows of the acquired operations, industry growth rates, current replacement cost for fixed assets, and market rate assumptions for contractual obligations. Such a valuation requires management to make significant estimates and assumptions, particularly with respect to the intangible assets. In addition, any contingent consideration is presented at fair value at the date of acquisition, and transaction costs are expensed as incurred. The Company reports in its Condensed Consolidated Financial Statements provisional amounts for the items for which accounting is incomplete. Goodwill is adjusted for any changes to provisional amounts made within the measurement period. See Note 2 for disclosures related to mergers and acquisitions.

Use of Estimates — Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates. In the normal course of business, the Company is subject to various regulatory and tax proceedings, lawsuits, claims and other matters. The Company believes adequate provision has been made for all such asserted and unasserted claims in accordance with U.S. GAAP. Such matters are subject to many uncertainties and outcomes that are not predictable with assurance.

Accounting Policies — The complete summary of significant accounting policies is included in the notes to the consolidated financial statements as presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The Company’s accounting policies in the Successor Period are consistent with the accounting policies in the Predecessor Period.  

Cash, Cash Equivalents and Restricted Cash — Cash consists of funds held in bank accounts. Cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less. Restricted cash consists of funds held in an escrow account related to a cost method investment. Restricted cash is included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the Condensed Consolidated Statements of Cash Flows. A reconciliation of cash, cash equivalents and restricted cash to the Condensed Consolidated Balance Sheets follows:

(dollars in millions)	June 30, 2022		December 31, 2021
Cash and cash equivalents	$	6.7	$	5.6
Restricted cash included in Other noncurrent assets		0.8		0.5
Cash, cash equivalents and restricted cash per Condensed Consolidated Statements of Cash Flows	$	7.5	$	6.1

Goodwill — Goodwill represents the excess of the purchase price consideration over the fair value of net assets acquired and recorded in connection with business acquisitions. Goodwill is allocated at the business segment level. Goodwill is tested for impairment on an annual basis or when events or changes in circumstances indicate that such assets may be impaired. If the net book value of the reporting unit exceeds its fair value, an impairment loss is recognized. An impairment loss is measured as the excess of the carrying value of goodwill of a reporting unit over its fair value.

Indefinite-Lived Intangible Assets — Intangible assets represent purchased assets that lack physical substance but can be separately distinguished from goodwill because of contractual or legal rights, or because the asset is capable of being separately sold or exchanged. Federal Communications Commission ("FCC") licenses for wireless spectrum represent indefinite-lived intangible assets. The Company may renew the wireless licenses in a routine manner every ten years for a nominal fee, provided the Company continues to meet the service and geographic coverage provisions required by the FCC. Intangible assets not subject to amortization are tested for impairment annually, or when events or changes in circumstances indicate that the asset might be impaired.  

Long-Lived Assets — Management reviews the carrying value of property, plant and equipment and other long-lived assets, including intangible assets with definite lives, when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the estimated future undiscounted cash flows expected to result from the use of an asset (or group of assets) and its eventual disposition is less than its carrying amount. An impairment loss is measured as the amount by which the asset’s carrying value exceeds its estimated fair value. Long-lived intangible assets are amortized based on the estimated economic value generated by the asset in future years.  

Income and Operating Taxes

Income taxes — In accordance with ASC 740-270, the Company’s income tax provision for interim periods is determined through the use of an estimated annual effective tax rate applied to year-to-date ordinary income/loss plus or minus the tax effects of discrete items. The Company’s estimated annual effective tax rate benefit is higher than the U.S. federal statutory rate due to state income taxes, offset in part by the effect of permanent items such as the GILTI inclusion and entertainment expenses that are not fully deductible for tax.

Operating taxes — Certain operating taxes such as property, sales, use, and gross receipts taxes are reported as expenses in operating income primarily within cost of services. These taxes are not included in income tax expense because the amounts to be paid are not dependent on our level of income. Liabilities for audit exposures are established based on management's assessment of the probability of payment. The provision for such liabilities is recognized as either property, plant and equipment, operating tax expense, or depreciation expense depending on the nature of the audit exposure. Upon resolution of an audit, any remaining liability not paid is released against the account in which it was originally recorded. Certain telecommunication taxes and surcharges that are collected from customers are also recorded as revenue; however, in accordance with ASC 606, revenue associated with these charges is excluded from the transaction price. 

Derivative Financial Instruments — The Company accounts for derivative financial instruments by recognizing derivative instruments as either assets or liabilities in the Condensed Consolidated Balance Sheets at fair value and recognizing the resulting gains or losses as adjustments to the Condensed Consolidated Statements of Operations or “Accumulated Other Comprehensive (Loss) Income.” The Company does not hold or issue derivative financial instruments for trading or speculative purposes.

For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated and qualify as cash flow hedges, the gain or loss on the derivative instrument is reported as a component of "Accumulated Other Comprehensive (Loss) Income" in stockholder's equity and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. Derivatives that do not qualify as hedges are adjusted to fair value through earnings in the current period. All cash flows associated with the Company’s derivative instruments are classified as operating activities in the Condensed Consolidated Statements of Cash Flows.

Recently Issued Accounting Standards

Accounting standards that have been issued or proposed by the FASB or other standard-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s condensed consolidated financial statements upon adoption.

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Mergers and Acquisitions

6 Months Ended

Jun. 30, 2022

Business Combinations [Abstract]

Mergers and Acquisitions

2.    Mergers and Acquisitions

Acquisition by Red Fiber Parent LLC

On September 7, 2021, pursuant to the Merger Agreement and in accordance with the applicable provisions of the OGCL, Parent completed the acquisition of Cincinnati Bell in an all cash transaction valued at approximately $3.1 billion, including assumption of debt of $1,357.1 million. Upon the Effective Time, the separate existence of Merger Sub ceased and the Company survived the Merger as a wholly owned subsidiary of Parent.

Pursuant to the Merger Agreement, each of Cincinnati Bell’s issued and outstanding Common Shares was converted into the right to receive $15.50 per share in cash, without interest. Trading of the Company’s Common Shares was suspended on the New York Stock Exchange (“NYSE”) and the Common Shares were subsequently delisted from the NYSE. Additionally, the Company redeemed Depositary Shares simultaneously with the redemption of the 6 3/4% Preferred Shares, at a redemption price of $50 per Depositary Share (equivalent to $1,000 per 6 3/4% Preferred Stock), and the Depositary Shares were subsequently delisted from the NYSE.

The Company accounted for this transaction as a business combination in accordance with the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values, using primarily Level 3 inputs, as described in Note 7, as of the Merger Date. Transaction costs of the acquirer are not included as a component of consideration transferred but are accounted for as expenses in the period in which such costs are incurred, or, if related to the issuance of debt, capitalized as debt issuance costs. Acquisition-related transaction costs incurred as part of the Merger, primarily included advisory, legal and accounting fees. Transaction costs were expensed as incurred and recorded to “Transaction and integration costs” on the Condensed Consolidated Statements of Operations.

The valuation of the assets acquired and liabilities assumed was based on estimated fair values at the Merger Date. The preliminary allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed reflect various preliminary fair value estimates and analyses, including preliminary work performed by third-party valuation specialists, which are subject to change within the measurement period as valuations are finalized. The determination of the final purchase price allocation to specific assets acquired and liabilities assumed is incomplete at June 30, 2022. The primary areas of the preliminary purchase price allocations that are not yet finalized relate to the fair values of income and non-income based taxes and goodwill. The Company expects to continue to obtain information to assist in determining the fair value of the net assets acquired as of the Merger Date during the measurement period.

Measurement period adjustments will be applied retrospectively to the Merger Date. We have not finalized the allocation of the purchase price as it requires extensive use of accounting estimates and valuation methodologies in the determination of such fair values. Any subsequent changes in the estimated fair values assumed upon the finalization of more detailed analysis within the measurement period will change the allocation of the purchase price and will be adjusted during the period in which the amounts are determined. The allocation of goodwill to our Network reporting unit and IT Services and Hardware reporting unit is preliminary as of the date of this filing.

The purchase price for Cincinnati Bell Inc. consisted of the following:

(dollars in millions)
Cash consideration for Cincinnati Bell Inc. common stock	$	807.3
Cash consideration for preferred stock		155.2
Cash consideration for debt repayment		658.2
Total purchase price	$	1,620.7

Based on fair value estimates, the purchase price has been allocated on a preliminary basis to individual assets acquired and liabilities assumed as follows:

(dollars in millions)	Cincinnati Bell Inc.
Assets acquired
Cash	$	11.2
Receivables		318.5
Inventory, materials and supplies		56.4
Prepaid expenses		5.6
Other current assets		40.5
Property, plant and equipment		1,950.8
Operating lease right-of-use assets		42.3
Goodwill		646.7
Intangible assets		969.6
Deferred tax assets		6.9
Other noncurrent assets		20.2
Total assets acquired		4,068.7
Liabilities assumed
Current portion of long-term debt		11.8
Accounts payable		381.1
Unearned revenue and customer deposits		51.2
Accrued taxes		24.6
Accrued interest		19.4
Accrued payroll and benefits		49.3
Other current liabilities		75.0
Long-term debt, less current portion		1,378.0
Operating lease liabilities		38.6
Pension and postretirement benefit obligations		151.6
Pole license agreement obligation		46.7
Deferred income tax liability		149.3
Other noncurrent liabilities		71.4
Total liabilities assumed		2,448.0
Net assets acquired	$	1,620.7

Given the size and complexity of the transaction, the entire purchase price allocation disclosed herein continues to be considered provisional at this time and subject to adjustment to reflect new information obtained about factors and circumstances that existed as of the Closing Date that if known would have affected the measurement of the amounts recognized as of that date, while the measurement period remains open. Measurement period adjustments recorded in the second quarter of 2022 are immaterial in nature and impact property, plant and equipment, goodwill and deferred income tax liability.

In connection with this acquisition, the Company recorded goodwill attributable to increased access to a diversified customer base, acquired workforce in the United States, Canada, United Kingdom and India with industry expertise and expected synergies. The goodwill related to this acquisition is not deductible for tax purposes.

The Company recorded definite-lived intangible assets related to the customer relationships, trade names and technology and an indefinite-lived intangible asset related to FCC licenses. The preliminary fair value of the most significant identified intangible assets, customer relationships and trade names, were valued using the multi-period excess earnings method and relief from royalty method, under the income approach. The Company applied judgment which involved the use of significant assumptions with respect to revenue growth rates, customer attrition rate, discount rate and terminal growth rate in relation to the customer relationships and royalty rates and discount rate in relation to the trade names. The preliminary fair values of the identifiable intangible assets acquired on the Merger Date were as follows:

(dollars in millions)	Fair Value		Useful Lives
Customer relationships	$	850.0	15 years
Trade names		108.0	3 to 10 years
Technology		5.0	7 years
FCC licenses and spectrum usage rights		6.6	Indefinite
Total identifiable intangible assets	$	969.6

Acquisition of Paniolo Fiber Assets

On August 31, 2021, the Company acquired substantially all of the operating assets of Paniolo Cable Company, LLC (the “Paniolo Acquisition”), previously held by the bankruptcy estate of Paniolo, which include inter-island submarine and middle-mile terrestrial fiber infrastructure assets in Hawaii as well as central offices and landing stations for the submarine fiber. The Company accounted for the Paniolo Acquisition as an asset acquisition under ASC 805-10-55 “Business Combinations” because the assets acquired from Paniolo do not include an assembled workforce, and the gross value of the assets acquired meets the screen test in ASC 805-10-55-5A related to substantially all of the fair value being concentrated in a single asset or group of assets (i.e., the fiber infrastructure assets) and, thus, the assets are not considered a business. The acquisition of Paniolo’s assets augments the Company’s existing backbone network and increases the Company’s total submarine and terrestrial fiber footprint by more than 400 miles.  

The aggregate purchase price paid upon closing of the Paniolo Acquisition after transactional costs was $52.3 million, consisting of $29.3 million in cash and $23.0 million in committed purchase money financing. The assets are recorded as network equipment and buildings in “Property, plant and equipment, net” on the Condensed Consolidated Balance Sheets. As of June 30, 2022, $0.5 million and $22.0 million of the committed purchase money financing was recorded in “Current portion of long-term debt” and “Long-term debt, less current portion,” respectively, on the Condensed Consolidated Balance Sheets. As of December 31, 2021, $0.5 million and $22.3 million of the committed purchase money financing was recorded in “Current portion of long-term debt” and “Long-term debt, less current portion,” respectively, on the Condensed Consolidated Balance Sheets.

Acquisition of Agile IWG Holdings, LLC

On May 2, 2022 (“Agile Acquisition Date”), the Company acquired Agile IWG Holdings, LLC (“Agile”), based in Canton, Ohio for total cash consideration of $65.1 million. Agile delivers customers, primarily located in Ohio and Pennsylvania, with middle mile, last mile and campus connectivity services through hybrid fiber wireless networks that are designed, built and managed by Agile.

The cash portion of the purchase price was funded through borrowings under the Receivables Facility and the Revolving Credit Facility (see Note 5).

Measurement period adjustments related to the acquisition of Agile will be applied retrospectively to the Agile Acquisition Date. However, given the circumstances of this acquisition which closed during the second quarter of 2022, the entire purchase price allocation disclosed herein is considered provisional at this time and subject to adjustment to reflect new information obtained about factors and circumstances that existed as of the Agile Acquisition Date that if known would have affected the measurement of the amounts recognized as of that date, while the measurement period remains open.

The valuation of the assets acquired and liabilities assumed is based on estimated fair values at the Agile Acquisition Date. The allocation disclosed below is considered preliminary in nature due to the ongoing work by management, with the assistance of third party experts, to refine the fair value estimates as well as the timing of the acquisition close date occurring mid-quarter. The Company considers the allocation and fair value estimates of property, plant and equipment, ROU Assets and Liabilities, Intangible Assets and Goodwill to be preliminary in nature as of June 30, 2022. The Company expects to continue to obtain information to assist in determining the fair value of the net assets acquired as of the Agile Acquisition Date during the measurement period.

The Company incurred $1.7 million in acquisition expenses related to the Agile acquisition, of which $0.1 million and $1.6 million was recorded in the three and six months ended June 30, 2022, respectively. No expenses were recorded in the prior year comparable periods related to the Agile acquisition. These expenses are recorded in "Transaction and integration costs" on the Condensed Consolidated Statements of Operations.

Based on fair value estimates, the purchase price has been allocated on a preliminary basis to individual assets acquired and liabilities assumed as follows:

(dollars in millions)	Agile
Assets acquired
Receivables and other current assets	$	1.5
Property, plant and equipment		10.0
Operating lease right-of-use assets		22.0
Intangible assets		17.5
Goodwill		40.9
Total assets acquired		91.9
Liabilities assumed
Accrued expenses and other current liabilities		2.2
Operating lease liabilities		20.4
Other noncurrent liabilities		4.2
Total liabilities assumed		26.8
Net assets acquired	$	65.1

The entire purchase price allocation disclosed herein continues to be considered provisional at this time and subject to adjustment to reflect new information obtained about factors and circumstances that existed as of the Agile Acquisition Date that if known would have affected the measurement of the amounts recognized as of that date, while the measurement period remains open.

Based on fair value estimates, the identifiable intangible assets acquired are as follows:

(dollars in millions)	Fair Value
Customer relationships	$	14.0
Trade names		2.5
Technology		1.0
Total identifiable intangible assets	$	17.5

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Revenue

6 Months Ended

Jun. 30, 2022

Revenue From Contract With Customer [Abstract]

Revenue

3.    Revenue

The Network segment provides products and services to both residential and commercial customers that can be categorized as Fioptics, previously referred to as “Consumer/SMB Fiber” in Hawaii and collectively with Fioptics in Cincinnati, Enterprise Fiber or Legacy. The products and services within these three categories can be further categorized as either Data, Voice, Video or Other. Fioptics and Legacy revenue include both residential and commercial customers. Enterprise Fiber revenue includes ethernet and dedicated internet access services that are provided to enterprise customers, as well as revenue associated with the Southeast Asia to United States ("SEA-US") trans-Pacific submarine cable system. Subsequent to the Company’s acquisition of Agile, services provided by Agile are also included in Enterprise Fiber.

Residential customers have implied month-to-month contracts. Commercial customers, with the exception of contracts associated with the SEA-US cable system, typically have contracts with a duration of one to five years and automatically renew on a month-to-month basis. Customers are invoiced on a monthly basis for services rendered. Contracts for projects that are included within the Other revenue stream are typically short in duration and less than one year. Contracts associated with the SEA-US cable system typically range from 15 to 25 years and payment is prepaid.

The IT Services and Hardware segment provides a full range of Information Technology ("IT") solutions, including Communications, Cloud and Consulting services. IT Services and Hardware customers enter into contracts that have a typical duration of one to five years, with varied renewal options at the end of the term. Customers are invoiced on a monthly basis for services rendered. The IT Services and Hardware segment also provides enterprise customers with Infrastructure Solutions, which includes the sale of hardware and maintenance contracts. These contracts are typically satisfied in less than twelve months and revenue is recognized at a point in time.

The Company has elected the practical expedient described in ASC 606-10-32-18 that allows an entity to not adjust the promised amount of consideration for the effects of a significant financing component if the entity expects that the period of time between the transfer of a promised good or service to the customer and when the customer pays for such good or service will be one year or less. Customers are typically billed immediately upon the rendering of services or the delivery of products. Payment terms for customers are between 30 and 120 days. Subsequent to the acquisition of Hawaiian Telcom Holdco., Inc. ("Hawaiian Telcom"), the Company began recognizing a financing component associated with the up-front payments for services to be delivered under indefeasible right of use ("IRU") contracts for fiber circuit capacity. The IRU contracts typically have a duration ranging from 15 to 25 years.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, or a series of distinct goods or services, and is the unit of account defined in ASC Topic 606. The transaction price identified in the contract is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Contract modifications for changes to services provided are routine throughout the term of our contracts. In most instances, contract modifications are for the addition or reduction of services that are distinct, and price changes are based on the stand-alone selling price of the service and, as such, are accounted for on a prospective basis as a new contract.

Goods and services are sold individually, or a contract may include multiple goods or services. For contracts with multiple goods and services, the transaction price identified in the contract is allocated to each performance obligation using the stand-alone selling price of each distinct good or service in the contract.

Certain customers of the Company may receive cash-based rebates based on volume of sales, which are accounted for as variable consideration. Potential rebates are considered at contract inception in our estimate of transaction price based on the estimated projection of sales volume. Estimates are reassessed quarterly.

Performance obligations are satisfied either over time as services are performed or at a point in time. Substantially all of our service revenue is recognized over time. For services transferred over time, the Company has elected the practical expedient to recognize revenue based on amounts invoiced to the customer as the Company has concluded that the invoice amount directly corresponds with the value of services provided to the customer. Management considers this a faithful depiction of the transfer of control as services are provided evenly over the month and are substantially the same over the life of the contract. As the Company has elected the practical expedients detailed at ASC 606-10-50-13, revenue for these unsatisfied performance obligations that will be billed in future periods has not been disclosed.

As of June 30, 2022, our estimated revenue, including a financing component, expected to be recognized in the future related to performance obligations associated with customer contracts that are unsatisfied (or partially unsatisfied) is $186.8 million. Certain IRU contracts extend for periods of up to 30 years and are invoiced at the beginning of the contract term. The revenue from such contracts is recognized over time as services are provided over the contract term. The expected revenue to be recognized for existing customer contracts is as follows:

(dollars in millions)
Six months ended December 31, 2022	$	6.9
2023		15.2
2024		16.9
2025		16.9
2026		17.0
Thereafter		113.9

Network

The Company has identified four distinct performance obligations in the Network segment, namely Data, Voice, Video and Other. For each of the Data, Voice and Video services, service is delivered to the customer continuously and in a substantially similar manner for each period of the agreement, the customer takes full control over the services as the service is delivered, and as such, Data, Voice and Video are identified to be a series of distinct services. Services provided by the Network segment can be categorized into three main categories that include Fioptics, Enterprise Fiber and Legacy, each of which may include one or more of the aforementioned performance obligations. Data services include high-speed internet access, digital subscriber lines, ethernet, routed network services, SONET (Synchronous Optical Network), dedicated internet access, wavelength, digital signal and IRU revenue. Voice services include traditional and fiber voice lines, switched access, digital trunking and consumer long distance calling. Video services are offered through our fiber network to residential and commercial customers based on various standard plans with the opportunity to add premium channels. To receive video services, customers are required to use the Company's set top boxes that are billed as part of the monthly recurring service. Set top boxes are not considered a separate performance obligation from video because the equipment is necessary for the service to operate and the customer has no alternative use for the equipment.

Services and products not included in Data, Voice or Video are included in Other revenue and are comprised of wire care, time and materials projects, subsidized fiber build projects and advertising. Transfer of control of these services and products is evaluated on an individual project basis and can occur over time or at a point in time.

The Company uses multiple methods to determine stand-alone selling prices in the Network segment. For Data, Video and Voice products in Fioptics, market rate is the primary method used to determine stand-alone selling prices. For Data performance obligations under the Enterprise Fiber category, and Voice, Data and Other performance obligations under the Legacy category, stand-alone selling prices are determined based on a list price, discount off of list price, a tariff rate, a margin percentage range, or a minimum margin percentage.

IT Services and Hardware

The Company has identified four distinct performance obligations in the IT Services and Hardware segment. These performance obligations are Communications, Cloud, Consulting and Infrastructure Solutions. Communications services are monthly services that include data and VoIP services, tailored solutions that include converged IP communications of data, voice, video and mobility applications, enterprise long distance, MPLS (Multi-Protocol Label Switching) and conferencing services. Cloud services include storage, backup, disaster recovery, SLA-based monitoring and management, cloud computing and cloud consulting. Consulting services provide customers with IT staffing, consulting and emerging technology solutions. Infrastructure Solutions includes the sale of hardware and maintenance contracts as well as installation projects.

For the sale of hardware, the Company evaluated whether it is the principal or the agent. The Company has concluded it acts as an agent because it does not control the inventory before it is transferred to customers, it does not have the ability to direct the product to anyone besides the purchasing customer, and it does not integrate the hardware with any of its own goods or services. Based on this assessment, the performance obligation is to arrange a sale of hardware between the vendor and the customer. In the instance where there is an issue with the hardware, the Company coordinates with the manufacturer to facilitate a return in accordance with the standard manufacturer warranty. Hardware returns are not significant to the Company.

Within the IT Services and Hardware segment, stand-alone selling prices for the four performance obligations are determined based on either a margin percentage range, minimum margin percentage or discount from standard price list if it is determined to be representative of stand-alone selling price.

For hardware sales, revenue is recognized net of the cost of product and is recognized when the hardware is either shipped or delivered in accordance with the terms of the contract. For certain projects within Communications and Consulting, revenue is recognized when the customer communicates acceptance of the services performed. For contracts with freight on board shipping terms, management has elected to account for shipping and handling as activities to fulfill the promise to transfer the good, and, therefore, has not evaluated whether shipping and handling activities are promised services to its customers.

Contract Balances 

The Company recognizes incremental fulfillment costs as an asset when installation expenses are incurred as part of performing the agreement for Voice, Video and Data product offerings in the Network segment in which the contract life is longer than one year. These fulfillment costs are amortized ratably over the expected life of the customer, which is representative of the expected period of benefit of the asset capitalized. The expected life of the customer is determined utilizing the average churn rate for each product. The Company calculates average churn based on the historical average customer life. We also recognize an asset for incremental fulfillment costs for certain Communications services in the IT Services and Hardware segment that require us to incur installation and provisioning expenses. The asset recognized for Communication services is amortized over the average contract life. Churn rates and average contract life are reviewed on an annual basis. Fulfillment costs are capitalized to “Other noncurrent assets.” The related amortization expense is recorded to “Cost of services and products.”

The Company recognizes an asset for the incremental costs of acquiring a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs related to Voice, Video, Data and certain Communications and Cloud services meet the requirements to be capitalized. The contract asset established for the costs of acquiring a contract is recorded to “Other noncurrent assets.” Sales incentives are amortized ratably over the period that services are delivered using either an average churn rate or average contract term, both representative of the expected period of benefit of the asset capitalized. Customer churn rates and average contract term assumptions are reviewed on an annual basis. The related amortization expense is recorded to “Selling, general and administrative.”

Management has elected to use the practical expedient detailed in ASC 340-40-25-4 to expense any costs to fulfill a contract and costs to obtain a contract as they are incurred when the amortization period would have been one year or less. This practical expedient has been applied to fulfillment costs that include installation costs associated with wiring projects and certain Cloud services. In addition, this practical expedient has been applied to acquisition costs associated with revenue from certain Communications projects.

The following table presents the activity for the Company’s contract assets:

	Fulfillment Costs									Cost of Acquisition									Total Contract Assets
(dollars in millions)	Network			IT Services and Hardware			Total Company			Network			IT Services and Hardware			Total Company			Network			IT Services and Hardware			Total Company
Balance as of December 31, 2021	$	0.7		$	0.7		$	1.4		$	3.3		$	0.3		$	3.6		$	4.0		$	1.0		$	5.0
Additions		0.5			0.5			1.0			2.6			0.7			3.3			3.1			1.2			4.3
Amortization		(0.1	)		(0.1	)		(0.2	)		(0.4	)		(0.1	)		(0.5	)		(0.5	)		(0.2	)		(0.7	)
Balance as of March 31, 2022		1.1			1.1			2.2			5.5			0.9			6.4			6.6			2.0			8.6
Additions		0.6			0.9			1.5			2.4			0.3			2.7			3.0			1.2			4.2
Amortization		(0.1	)		(0.1	)		(0.2	)		(0.4	)		(0.4	)		(0.8	)		(0.5	)		(0.5	)		(1.0	)
Balance as of June 30, 2022	$	1.6		$	1.9		$	3.5		$	7.5		$	0.8		$	8.3		$	9.1		$	2.7		$	11.8

The Company recognizes a liability for cash received up-front for IRU contracts. At June 30, 2022 and December 31, 2021, $2.6 million and $2.2 million, respectively, of contract liabilities were included in "Other current liabilities." At June 30, 2022 and December 31, 2021, $55.8 million and $57.2 million, respectively, of contract liabilities were included in "Other noncurrent liabilities."

Disaggregated Revenue

The following table presents revenues disaggregated by product and service lines:

	Successor			Predecessor			Successor			Predecessor
(dollars in millions)	Three Months Ended June 30, 2022			Three Months Ended June 30, 2021			Six Months Ended June 30, 2022			Six Months Ended June 30, 2021
Data	$	129.5		$	121.6		$	255.6		$	242.9
Video		48.4			47.9			97.0			96.5
Voice		57.7			64.6			117.0			130.5
Other		11.4			6.9			20.9			13.9
Total Network		247.0			241.0			490.5			483.8
Consulting		83.5			71.6			166.9			137.1
Cloud		25.1			24.3			49.7			47.7
Communications		54.3			55.0			109.2			109.0
Infrastructure Solutions		36.1			29.0			72.0			59.9
Total IT Services and Hardware		199.0			179.9			397.8			353.7
Intersegment revenue		(6.5	)		(6.7	)		(13.0	)		(13.4	)
Total revenue	$	439.5		$	414.2		$	875.3		$	824.1

The following table presents revenues disaggregated by contract type:

	Successor									Predecessor
	Three Months Ended June 30, 2022									Three Months Ended June 30, 2021
(dollars in millions)	Network		IT Services and Hardware		Intersegment revenue elimination			Total		Network		IT Services and Hardware		Intersegment revenue elimination			Total
Products and Services transferred at a point in time	$	6.1	$	38.1	$	—		$	44.2	$	5.8	$	31.6	$	—		$	37.4
Products and Services transferred over time		236.1		159.2		—			395.3		230.3		146.5		—			376.8
Intersegment revenue		4.8		1.7		(6.5	)		—		4.9		1.8		(6.7	)		—
Total revenue	$	247.0	$	199.0	$	(6.5	)	$	439.5	$	241.0	$	179.9	$	(6.7	)	$	414.2

	Successor									Predecessor
	Six Months Ended June 30, 2022									Six Months Ended June 30, 2021
(dollars in millions)	Network		IT Services and Hardware		Intersegment revenue elimination			Total		Network		IT Services and Hardware		Intersegment revenue elimination			Total
Products and Services transferred at a point in time	$	13.5	$	76.6	$	—		$	90.1	$	11.7	$	65.0	$	—		$	76.7
Products and Services transferred over time		467.3		317.9		—			785.2		462.4		285.0		—			747.4
Intersegment revenue		9.7		3.3		(13.0	)		—		9.7		3.7		(13.4	)		—
Total revenue	$	490.5	$	397.8	$	(13.0	)	$	875.3	$	483.8	$	353.7	$	(13.4	)	$	824.1

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Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2022

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

4.    Goodwill and Intangible Assets

Goodwill

The changes in the Company's goodwill consisted of the following:

(dollars in millions)	IT Services and Hardware			Network		Total Company
Goodwill, balance as of December 31, 2021	$	157.4		$	488.9	$	646.3
Activity during the year:
Adjustments to prior year Merger		(0.4	)		0.8		0.4
Acquisition of Agile		—			40.9		40.9
Currency translations		(0.5	)		—		(0.5	)
Goodwill, balance as of June 30, 2022	$	156.5		$	530.6	$	687.1

As mentioned in Note 2, in connection with the Merger, the Company’s assets and liabilities were measured at fair value as of the date of the Merger. The allocation of goodwill to our Network reporting unit and IT Services and Hardware reporting unit continues to be preliminary as of the date of this filing. In addition, goodwill in the Network segment increased by $40.9 million due to the acquisition of Agile. See Note 2 for further information related to the Agile acquisition.

No impairment losses were recognized in goodwill for the three and six months ended June 30, 2022 and 2021.

Intangible Assets

The Company’s intangible assets consisted of the following:

	June 30, 2022							December 31, 2021
	Gross Carrying		Accumulated			Net		Gross Carrying		Accumulated			Net
(dollars in millions)	Amount		Amortization			Amount		Amount		Amortization			Amount
Intangible assets subject to amortization
Customer relationships	$	863.1	$	(88.0	)	$	775.1	$	850.0	$	(36.2	)	$	813.8
Trade names		110.3		(12.7	)		97.6		108.0		(5.0	)		103.0
Technology		6.0		(0.6	)		5.4		5.0		(0.2	)		4.8
Total		979.4		(101.3	)		878.1		963.0		(41.4	)		921.6
Intangible assets not subject to amortization
FCC licenses and spectrum usage rights		6.8		—			6.8		6.7		—			6.7
Total intangible assets	$	986.2	$	(101.3	)	$	884.9	$	969.7	$	(41.4	)	$	928.3

In connection with the Merger, the company recorded $963.0 million of finite-lived intangible assets and $6.6 million of indefinite-lived intangible assets representing the fair values at the Merger Date. As a result of the acquisition of Agile, the Company recorded $17.5 million of finite-lived intangible assets representing the preliminary fair value at the Agile Acquisition date. See Note 2 for additional information regarding the Merger and acquisition of Agile. The change in gross carrying amounts for finite-lived intangible assets is also due to foreign currency translation on finite-lived intangible assets denominated in foreign currency. The finite-lived intangible assets are amortized over their useful lives based on a number of assumptions including the estimated period of economic benefit and utilization.

Amortization expense for finite-lived intangible assets was $29.9 million and $60.0 million for the three and six months ended June 30, 2022, respectively. Amortization expense for finite-lived intangible assets was $3.6 million and $7.2 million for the three and six months ended June 30, 2021, respectively. In addition to amortization expense, the changes in finite-lived intangible assets from December 31, 2021 to June 30, 2022 are due to foreign currency translation. No impairment losses were recognized on intangible assets for the three and six months ended June 30, 2022 and 2021.

The estimated useful lives for each finite-lived intangible asset class are as follows:

Customer relationships	15 years
Trade names	3 to 10 years
Technology	7 years

The annual estimated amortization expense for future years is as follows:

(dollars in millions)
Six months ended December 31, 2022	$	61.8
2023		115.5
2024		106.2
2025		93.9
2026		86.3
Thereafter		414.4
Total	$	878.1

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Debt and Other Financing Arrangements

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Debt and Other Financing Arrangements

5.    Debt and Other Financing Arrangements

The Company’s debt consists of the following:

(dollars in millions)	June 30, 2022			December 31, 2021
Current portion of long-term debt:
Credit Agreement - Term B-1 Loans	$	5.0		$	5.0
Credit Agreement - Term B-2 Loans		6.5			6.5
Paniolo Fiber Assets Financing Arrangement		0.5			0.5
Other financing arrangements		0.4			0.5
Finance lease liabilities		7.5			7.2
Current portion of long-term debt		19.9			19.7
Long-term debt, less current portion:
Receivables Facility		176.4			153.6
Credit Agreement - Revolving Credit Facility		77.0			—
Credit Agreement - Term B-1 Loans		492.5			495.0
Credit Agreement - Term B-2 Loans		640.3			643.5
7 1/4% Senior Notes due 2023 (1)		23.4			24.0
Various Cincinnati Bell Telephone notes (1)		96.9			97.5
Paniolo Fiber Assets Financing Arrangement		22.0			22.3
Other financing arrangements		—			0.4
Finance lease liabilities		39.6			42.3
		1,568.1			1,478.6
Net unamortized discount		(4.6	)		(4.9	)
Unamortized note issuance costs		(41.6	)		(44.8	)
Long-term debt, less current portion		1,521.9			1,428.9
Total debt	$	1,541.8		$	1,448.6

(1) As of June 30, 2022, the net carrying amounts of the 7 ¼% Senior Notes due 2023 and Various Cincinnati Bell Telephone notes included unamortized fair value adjustments related to the Merger of $1.1 million and $9.0 million, respectively. As of December 31, 2021, the net carrying amounts of the 7 ¼% Senior Notes due 2023 and Various Cincinnati Bell Telephone notes included unamortized fair value adjustments related to the Merger of $1.7 million and $9.6 million, respectively. Each adjustment is being amortized over the life of the respective notes and is recorded as a reduction of interest expense.    

Credit Agreement

The Company had $77.0 million of outstanding borrowings on the Credit Agreement’s revolving credit facility, leaving $323.0 million available for borrowings as of June 30, 2022. The revolving credit facility matures in September 2026, and the Term B-1 Loans and Term B-2 loans under the Credit Agreement mature in November 2028.

Accounts Receivable Securitization Facility

As of June 30, 2022, the Company had $176.4 million in borrowings and $20.7 million of letters of credit outstanding under the accounts receivable securitization facility ("Receivables Facility”), leaving $17.9 million remaining availability on the total borrowing capacity of $215.0 million. The maximum borrowing limit for loans and letters of credit under the Receivables Facility is $215.0 million in the aggregate. The available borrowing capacity is calculated monthly based on the quantity and quality of outstanding accounts receivable, and thus may be lower than the maximum borrowing limit. The Receivables Facility is subject to renewal in June 2023 and has a termination date in June 2024. In the second quarter of 2022, the Company executed amendments to its Receivables Facility, which replaced, amended and added certain provisions and definitions including the replacement of LIBOR with SOFR, a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York. 

Under the Receivables Facility, certain U.S. and Canadian subsidiaries, as originators, sell their respective trade receivables on a continuous basis to Cincinnati Bell Funding LLC (“CBF”) or Cincinnati Bell Funding Canada Ltd. ("CBFC"), wholly-owned consolidated subsidiaries of the Company. Although CBF and CBFC are wholly-owned consolidated subsidiaries of the Company, CBF and CBFC are legally separate from the Company and each of the Company’s other subsidiaries. Upon and after the sale or contribution of the accounts receivable to CBF or CBFC, such accounts receivable are legally assets of CBF and CBFC and, as such, are not available to creditors of other subsidiaries or the parent company. The Receivables Facility includes an option for CBF to sell, rather than borrow against, certain receivables on a non-recourse basis. As of June 30, 2022, the outstanding balance of certain accounts receivable sold, rather than borrowed against, was $32.3 million.

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Leases

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Leases

6.    Leases

Lessee Disclosures

The Company primarily leases real estate for offices, retail stores and central offices, as well as equipment, cell towers and fleet vehicles. Upon adoption of ASC 842, the Company elected not to recognize leases with terms of one-year or less on the balance sheet.

Supplemental balance sheet information related to the Company's leases is as follows:

(dollars in millions)	Balance Sheet Location	June 30, 2022		December 31, 2021
Operating lease assets, net of amortization	Operating lease right-of-use assets	$	68.8	$	44.3
Finance lease assets, net of amortization	Property, plant and equipment, net		9.3		10.7
Operating lease liabilities:
Current operating lease liabilities	Other current liabilities		11.7		9.6
Noncurrent operating lease liabilities	Operating lease liabilities		62.5		40.2
Total operating lease liabilities			74.2		49.8
Finance lease liabilities:
Current finance lease liabilities	Current portion of long-term debt		7.5		7.2
Noncurrent finance lease liabilities	Long-term debt, less current portion		39.6		42.3
Total finance lease liabilities		$	47.1	$	49.5

.

Supplemental cash flow information related to leases is as follows:

	Successor		Predecessor
(dollars in millions)	Six Months Ended June 30, 2022		Six Months Ended June 30, 2021
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	1.6	$	2.1
Operating cash flows from operating leases	$	5.8	$	5.5
Financing cash flows from finance leases	$	4.6	$	6.4
Right-of-use assets obtained in exchange for lease obligations:
New operating leases	$	7.9	$	2.9
New finance leases	$	2.1	$	2.0

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Financial Instruments and Fair Value Measurements

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Financial Instruments and Fair Value Measurements

7.    Financial Instruments and Fair Value Measurements

Fair Value Measurements

The Company defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. To increase consistency and comparability in fair value measurements, the Company uses a three-level hierarchy that prioritizes the use of observable inputs. The three levels are:

Level 1 — Quoted market prices for identical instruments in an active market;

Level 2 — Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs); and

Level 3 — Unobservable inputs that reflect management's determination of assumptions that market participants would use in pricing the asset or liability. These inputs are developed based on the best information available, including our own data.

The determination of where an asset or liability falls in the hierarchy requires significant judgment.

Cash Flow Hedging

Cash Flow Hedges Not Designated as Hedging Instruments

The Company uses non-designated cash flow hedges including interest rate swap agreements and interest rate cap agreements to minimize its exposure to interest rate fluctuations on variable rate debt borrowings. Interest rate swaps involve the exchange of fixed and variable rate interest payments and do not represent an actual exchange of the underlying notional amounts between parties. Interest rate caps provide that the counterparty will pay the purchaser at the end of each contractual period in which the index interest rate exceeds the contractually agreed upon cap rate.

In the second quarter of 2022, the Company entered into three forward starting non-amortizing interest rate swaps to convert variable rate debt to fixed rate debt. The interest rate swaps have notional amounts of $175.0 million, $115.0 million and $85.0 million resulting in interest payments based on an average fixed rate per swap of 2.9185%, 2.8520% and 2.8605%, respectively, plus the applicable margin per the requirements in the Credit Agreement. The interest rate swaps expire in May 2026.

In the second quarter of 2022, the Company entered into two interest rate cap agreements to limit exposure to interest rate risk on variable rate debt. The interest rate caps each have a cap rate of 3.0% with notional amounts of $200.0 million and $175.0 million and deferred premiums of $6.7 million and $5.3 million, respectively. The deferred premiums will be paid on a monthly basis over the term of the respective interest rate cap. The interest rate caps expire in May 2026.

The fair value of the Company's interest rate swaps and interest rate caps are impacted by the credit risk of both the Company and its counterparties. The Company has agreements with its derivative financial instrument counterparties that contain provisions providing that if the Company defaults on the indebtedness associated with its derivative financial instruments, then the Company could also be declared in default on its derivative financial instruments obligations. In addition, the Company minimizes nonperformance risk on its derivative instruments by evaluating the creditworthiness of its counterparties, which are limited to major banks and financial institutions.

The Company does not apply hedge accounting to the interest rate swaps and interest rate caps and records all mark-to-market adjustments directly to “Other expense (income), net” in the Condensed Consolidated Statements of Operations. The fair values of the interest rate swaps and interest rate caps are categorized as Level 2 in the fair value hierarchy as they are based on well-recognized financial principles and available market data.

As of June 30, 2022, the fair values of the interest rate swaps and interest rate caps are recorded in the Condensed Consolidated Balance Sheets as follows:

(dollars in millions)	Balance Sheet Location	June 30, 2022		Quoted Prices in active markets Level 1		Significant observable inputs Level 2		Significant unobservable inputs Level 3
Assets:
Interest Rate Swap	Other current assets	$	0.3	$	—	$	0.3	$	—
Liabilities:
Interest Rate Swap	Other noncurrent liabilities	$	1.7	$	—	$	1.7	$	—
Interest Rate Cap	Other current liabilities	$	2.1	$	—	$	2.1	$	—
Interest Rate Cap	Other noncurrent liabilities	$	7.9	$	—	$	7.9	$	—

The following table summarizes the location of losses in the Condensed Consolidated Statements of Operations that were recognized during the three and six months ended June 30, 2022, in addition to the derivative contract type:

(dollars in millions)	Statement of Operations Location	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Interest Rate Swap	Other expense (income), net	$	1.9	$	1.9
Interest Rate Cap	Other expense (income), net	$	10.3	$	10.3

Interest Rate Hedges

In the second quarter of 2018, the Company entered into one forward starting non-amortizing interest rate swap with a notional amount of $300.0 million to convert variable rate debt to fixed rate debt. The interest rate swap became effective in June 2018 with an expiration date in June 2023. The interest rate swap resulted in interest payments based on an average fixed rate of 2.938% plus the applicable margin per the requirements in the Company’s former Corporate Credit Agreement.

In the first quarter of 2019, the Company entered into three forward starting non-amortizing interest rate swaps, with a notional amount of $89.0 million each, to convert variable rate debt to fixed rate debt. The interest rate swaps became effective in March 2019 with expiration dates in March 2024. The interest rate swaps resulted in interest payments based on an average fixed rate per swap of 2.275%, 2.244% and 2.328% plus the applicable margin per the requirements in the Company’s former Corporate Credit Agreement.

Upon inception, the interest rate swaps were designated as cash flow hedges under ASC 815, with gains and losses, net of tax, measured on an ongoing basis recorded in accumulated other comprehensive loss. The fair value of the interest rate swaps was categorized as Level 2 in the fair value hierarchy as they were based on well-recognized financial principles and available market data.

The Company terminated four interest rate swaps in the Predecessor period of the third quarter of 2021 in connection with the repayment in full of the Term Loan B under the Company’s former Corporate Credit Agreement that occurred as part of the Merger Agreement.

The amount of gains recognized in Accumulated Other Comprehensive Income ("AOCI") net of reclassifications into earnings is as follows:

	Predecessor
(dollars in millions)	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
Interest Rate Swap	$	2.2	$	5.3

The amount of losses reclassified from AOCI into earnings is as follows:

		Predecessor
(dollars in millions)	Statement of Operations Location	Three Months Ended June 30, 2021			Six Months Ended June 30, 2021
Interest Rate Swap	Interest Expense	$	(2.3	)	$	(4.6	)

Disclosure on Financial Instruments

The carrying values of the Company's financial instruments approximate the estimated fair values as of June 30, 2022 and December 31, 2021, except for the Company's long-term debt and other financing arrangements. The carrying and fair values of these items are as follows:  

	June 30, 2022				December 31, 2021
(dollars in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt, including current portion*	$	1,535.9	$	1,482.5	$	1,443.0	$	1,443.0
Other financing arrangements		51.6		45.3		53.1		51.7

*Excludes finance leases, other financing arrangements and note issuance costs.

In connection with the Merger, the carrying values of the Company’s long-term debt and other financing arrangements include fair value adjustments as of the Merger Date. The fair value of our long-term debt was based on closing or estimated market prices of the Company’s debt at June 30, 2022 and December 31, 2021, which is considered Level 2 of the fair value hierarchy. The fair value of the other financing arrangements was calculated using a discounted cash flow model that incorporates current borrowing rates for obligations of similar duration, which is considered Level 3 of the fair value hierarchy. As of June 30, 2022, the current borrowing rate was estimated by applying the Company's credit spread to the risk-free rate for a similar duration borrowing.

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Pension and Postretirement Plans

6 Months Ended

Jun. 30, 2022

Compensation And Retirement Disclosure [Abstract]

Pension and Postretirement Plans

8.    Pension and Postretirement Plans

As of June 30, 2022, the Company sponsors three noncontributory defined benefit plans and a postretirement health and life insurance plan in Cincinnati (collectively the "Cincinnati Plans"), and one noncontributory defined benefit plan for union employees, one cash balance pension plan for nonunion employees, and two postretirement health and life insurance plans for Hawaiian Telcom employees (collectively the "Hawaii Plans").

In the six months ended June 30, 2022, the Hawaii defined benefit plan for union employees made lump sum payments of $5.4 million resulting in a reduction of the benefit obligation of $5.4 million. The lump sum payments to the plan participants exceeded the sum of the service cost and the interest cost component of the net pension cost resulting in a nominal pension settlement cost for the three months ended June 30, 2022. In the six months ended June 30, 2021, the Hawaii defined benefit plan for union employees made lump sum payments of $6.7 million resulting in a reduction of the benefit obligation of $6.7 million. The lump sum payments to the plan participants exceeded the sum of the service cost and the interest cost component of the net pension cost resulting in a nominal pension settlement cost for the three months ended June 30, 2021.

In accordance with ASC 715, only the service cost component of net benefit cost is eligible for capitalization, which was immaterial for the six months ended June 30, 2022 and 2021.

Pension and postretirement (benefits) costs are as follows:

	Pension Benefits						Postretirement and Other Benefits
	Successor			Predecessor			Successor		Predecessor
(dollars in millions)	Three Months Ended June 30, 2022			Three Months Ended June 30, 2021			Three Months Ended June 30, 2022		Three Months Ended June 30, 2021
Service cost	$	—		$	—		$	0.1	$	0.1
Other components of pension and postretirement benefit plans expense:
Interest cost on projected benefit obligation		3.8			3.7			0.7		0.7
Expected return on plan assets		(7.1	)		(7.2	)		—		—
Amortization of:
Prior service benefit		—			—			—		(0.7	)
Actuarial loss		—			5.2			—		—
Pension / postretirement (benefit) cost	$	(3.3	)	$	1.7		$	0.8	$	0.1

	Pension Benefits						Postretirement and Other Benefits
	Successor			Predecessor			Successor		Predecessor
(dollars in millions)	Six Months Ended June 30, 2022			Six Months Ended June 30, 2021			Six Months Ended June 30, 2022		Six Months Ended June 30, 2021
Service cost	$	—		$	—		$	0.2	$	0.2
Other components of pension and postretirement benefit plans expense:
Interest cost on projected benefit obligation		7.7			7.5			1.4		1.3
Expected return on plan assets		(14.3	)		(14.7	)		—		—
Amortization of:
Prior service benefit		—			—			—		(1.3	)
Actuarial loss		—			11.5			—		—
Pension / postretirement (benefit) cost	$	(6.6	)	$	4.3		$	1.6	$	0.2

Amortizations of prior service benefit and actuarial loss in the three and six months ended June 30, 2021 represent reclassifications from accumulated other comprehensive income.

For the six months ended June 30, 2022, there were no contributions to the qualified pension plans, and contributions to the non-qualified pension plans were $1.0 million. For the six months ended June 30, 2021, contributions to the qualified and non-qualified pension plans were $0.8 million and $1.2 million, respectively. Based on current assumptions, no contributions are expected to be made to the qualified pension plans in 2022. Contributions to the non-qualified pension plans in 2022 are expected to be approximately $3 million.

For the six months ended June 30, 2022 and 2021, contributions to our postretirement plans were $3.2 million and $3.1 million, respectively. Management expects to make total cash payments of approximately $7 million related to its postretirement health plans in 2022.

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Shareowners' Equity (Deficit)

6 Months Ended

Jun. 30, 2022

Shareowners Deficit [Abstract]

Shareowners' Equity (Deficit)

9.    Shareowners' Equity (Deficit)

Pursuant to the Merger Agreement, Parent acquired all of the equity interests in the Company. In connection with the consummation of the Merger Agreement, each of our issued and outstanding Common Shares was converted to $15.50 in cash per Common Share and paid to the shareholders.  

Additionally, the Company redeemed each of our issued and outstanding Depositary Shares simultaneously with the redemption of the 6 ¾% Preferred Shares at a redemption price of $50 per Depositary Share (equivalent to $1,000 per 6 ¾% Preferred Share).     

Effective October 18, 2021, Parent amended and restated the Articles of Incorporation of Cincinnati Bell to reduce the number of authorized shares from 96,000,000 Common Shares to 100 Common Shares, each with $0.01 par value. As of both June 30, 2022 and December 31, 2021, Parent is the sole shareholder of the Company’s 100 Common Shares.

Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) by component were as follows:

(dollars in millions)
Successor	Unrecognized Net Periodic Pension and Postretirement Benefit (Cost)				Unrealized Loss on Cash Flow Hedges, Net				Foreign Currency Translation Gain (Loss)			Total
Balance as of March 31, 2022	$	2.6			$	—			$	0.4		$	3.0
Remeasurement of benefit obligations		(1.3	)			—				—			(1.3	)
Foreign currency loss		—				—				(3.1	)		(3.1	)
Balance as of June 30, 2022	$	1.3			$	—			$	(2.7	)	$	(1.4	)
Predecessor
Balance as of March 31, 2021	$	(134.4	)		$	(17.3	)		$	(0.2	)	$	(151.9	)
Remeasurement of benefit obligations		6.0				—				—			6.0
Reclassifications, net		3.5		(a)		1.7		(b)		—			5.2
Unrealized loss on cash flow hedges arising during the period, net		—				(0.1	)	(c)		—			(0.1	)
Foreign currency gain		—				—				1.6			1.6
Balance as of June 30, 2021	$	(124.9	)		$	(15.7	)		$	1.4		$	(139.2	)

(dollars in millions)
Successor	Unrecognized Net Periodic Pension and Postretirement Benefit (Cost)				Unrealized Loss on Cash Flow Hedges, Net				Foreign Currency Translation Gain (Loss)			Total
Balance as of December 31, 2021	$	2.6			$	—			$	(1.4	)	$	1.2
Remeasurement of benefit obligations		(1.3	)			—				—			(1.3	)
Foreign currency loss		—				—				(1.3	)		(1.3	)
Balance as of June 30, 2022	$	1.3			$	—			$	(2.7	)	$	(1.4	)
Predecessor
Balance as of December 31, 2020	$	(138.8	)		$	(19.7	)		$	(1.2	)	$	(159.7	)
Remeasurement of benefit obligations		6.0				—				—			6.0
Reclassifications, net		7.9		(a)		3.5		(b)		—			11.4
Unrealized gain on cash flow hedges arising during the period, net		—				0.5		(c)		—			0.5
Foreign currency gain		—				—				2.6			2.6
Balance as of June 30, 2021	$	(124.9	)		$	(15.7	)		$	1.4		$	(139.2	)

(a) These reclassifications are included in the other components of net periodic pension and postretirement benefit plans expense and represent amortization of prior service benefit and actuarial loss, net of tax. The other components of net periodic pension and postretirement benefit plans expense are recorded in "Other components of pension and postretirement benefit plans (benefit) expense" on the Condensed Consolidated Statements of Operations. See Note 8 for further disclosures.

(b) These reclassifications are reported within "Interest expense" on the Condensed Consolidated Statements of Operations when the hedged transactions impact earnings.

(c) The unrealized (loss) gain, net on cash flow hedges represents the change in the fair value of the derivative instruments that occurred during the period, net of tax.

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Business Segment Information

6 Months Ended

Jun. 30, 2022

Segment Reporting [Abstract]

Business Segment Information

10.    Business Segment Information

The Company’s segments are strategic business units that offer distinct products and services and are aligned with the Company's internal management structure and reporting. The Company operates two business segments identified as Network and IT Services and Hardware.

The Network segment provides products and services that can be categorized as Data, Video, Voice or Other. Data products include high-speed internet access, digital subscriber lines, ethernet, SONET, dedicated internet access, wavelength, digital signal and IRU. Video services provide our customers access to over 400 entertainment channels, over 150 high-definition channels, parental controls, HD DVR, Video On-Demand and access to a live TV streaming application. Voice represents traditional voice lines as well as fiber voice lines, consumer long distance, switched access and digital trunking. Other services consist of revenue generated from wiring projects for enterprise customers, advertising, directory assistance, maintenance, information services and subsidized fiber build project revenue related to extending the Company’s fiber network in the Greater Cincinnati territory subsidized through our UniCity program. In May 2022, the Company acquired Agile and includes Agile’s financial results in the Network segment.

The IT Services and Hardware segment provides end-to-end solutions from consulting to implementation to ongoing optimization. These solutions include Cloud, Communications and Consulting services along with the sale, installation and maintenance of major branded Telecom and IT hardware reported as Infrastructure Solutions.

Certain corporate administrative expenses have been allocated to the segments based upon the nature of the expense and the relative size of the segment. Intercompany transactions between segments have been eliminated.

Selected financial data for the Company’s business segment information is as follows:

	Successor			Predecessor			Successor			Predecessor
(dollars in millions)	Three Months Ended June 30, 2022			Three Months Ended June 30, 2021			Six Months Ended June 30, 2022			Six Months Ended June 30, 2021
Revenue
Network	$	247.0		$	241.0		$	490.5		$	483.8
IT Services and Hardware		199.0			179.9			397.8			353.7
Intersegment		(6.5	)		(6.7	)		(13.0	)		(13.4	)
Total revenue	$	439.5		$	414.2		$	875.3		$	824.1
Intersegment revenue
Network	$	4.8		$	4.9		$	9.7		$	9.7
IT Services and Hardware		1.7			1.8			3.3			3.7
Total intersegment revenue	$	6.5		$	6.7		$	13.0		$	13.4
Operating (loss) income
Network	$	(18.9	)	$	28.1		$	(22.0	)	$	59.4
IT Services and Hardware		(5.1	)		7.6			(10.0	)		16.2
Corporate		(8.4	)		(5.3	)		(15.4	)		(12.6	)
Total operating (loss) income	$	(32.4	)	$	30.4		$	(47.4	)	$	63.0
Expenditures for long-lived assets*
Network	$	171.1		$	52.8		$	252.6		$	107.8
IT Services and Hardware		7.1			6.2			13.4			11.9
Total expenditures for long-lived assets	$	178.2		$	59.0		$	266.0		$	119.7
Depreciation and amortization
Network	$	103.4		$	61.6		$	196.8		$	122.4
IT Services and Hardware		26.6			10.2			52.6			20.3
Corporate		0.1			—			0.2			0.1
Total depreciation and amortization	$	130.1		$	71.8		$	249.6		$	142.8

*Includes cost of Agile acquisition

(dollars in millions)	June 30, 2022		December 31, 2021
Assets
Network	$	3,073.2	$	2,949.2
IT Services and Hardware		794.4		842.0
Corporate and eliminations		340.7		407.6
Total assets	$	4,208.3	$	4,198.8

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Description of Business and Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2022

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Organization

Organization — On March 13, 2020, the Company (as defined below), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Red Fiber Parent LLC, a Delaware limited liability company (“Parent”), and RF Merger Sub Inc., an Ohio corporation and directly wholly owned subsidiary of Parent (“Merger Sub”). On September 7, 2021 (the “Closing Date” or “Merger Date”), upon the terms and subject to the conditions set forth in the Merger Agreement, and in accordance with the applicable provisions of the Ohio General Corporation Law (the “OGCL”), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). At the effective time of the Merger (the “Effective Time”), the separate corporate existence of Merger Sub ceased, and the Company survived the Merger as a wholly owned private subsidiary of Parent. As of the date of this filing, the Company has ceased to be a registrant, however due to contractual terms in certain indentures, the Company is required to voluntarily file with the U.S. Securities and Exchange Commission (“SEC”).

As a result of the Merger, for accounting purposes, Parent is the acquirer and Cincinnati Bell Inc. is the acquiree and accounting predecessor. The financial statement presentation includes the financial statements of historical Cincinnati Bell Inc. as “Predecessor” for periods prior to the Closing Date and of the Company as “Successor” for the periods after the Closing Date. In connection with the Merger and the related accounting determination, the Company has elected to apply push-down accounting and reflect in its financial statements the fair value of its assets and liabilities. The Condensed Consolidated Financial Statements and footnotes include a black line division between the columns titled "Predecessor" and "Successor" to signify that the amounts shown for the periods prior to and following the Merger are not comparable. The Company has elected to record all expenses that were contingent on the closing of the Merger in the Predecessor period. See Note 2 for additional information on the Merger.

Description of Business

Description of Business — Cincinnati Bell Inc. and its consolidated subsidiaries ("Cincinnati Bell," "we," "our," "us" or the "Company") provide diversified telecommunications and technology services. For ease of reference, the terms “Cincinnati Bell,” “we,” “our Company,” “the Company,” “us,” or “our” as used in this report refer to both the Predecessor and the Successor and their respective subsidiaries. The Company generates a large portion of its revenue by serving customers in Cincinnati, Ohio, Dayton, Ohio and the islands of Hawaii. An economic downturn or natural disaster occurring in these, or a portion of these, limited operating territories could have a disproportionate effect on our business, financial condition, results of operations and cash flows compared to similar companies of a national scope and similar companies operating in different geographic areas.

The Company had receivables with one customer, Verizon Communications Inc. (“Verizon”), which made up 26% of the outstanding accounts receivable balance at December 31, 2021. No customers exceeded 10% of outstanding accounts receivable at June 30, 2022. Revenue derived from foreign operations was approximately 7% of consolidated revenue for the three and six months ended June 30, 2022. Revenue derived from foreign operations was approximately 6% of consolidated revenue for the three and six months ended June 30, 2021. 

Basis of Presentation

Basis of Presentation — The Condensed Consolidated Financial Statements of the Company have been prepared pursuant to the rules and regulations of the SEC and, in the opinion of management, include all adjustments necessary for a fair statement of the results of operations, other comprehensive income, financial position and cash flows for each period presented.

The adjustments referred to above are of a normal and recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to SEC rules and regulations for interim reporting.

The Company’s Condensed Consolidated Balance Sheet as of December 31, 2021 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s 2021 Annual Report on Form 10-K.

Business Combination

Business Combinations — In accounting for business combinations, we apply the accounting requirements of Accounting Standards Codification 805 (“ASC 805”), “Business Combinations,” which requires the recording of net assets of acquired businesses at fair value. In developing fair value estimates for acquired assets and assumed liabilities, management analyzes a variety of factors including market data, estimated future cash flows of the acquired operations, industry growth rates, current replacement cost for fixed assets, and market rate assumptions for contractual obligations. Such a valuation requires management to make significant estimates and assumptions, particularly with respect to the intangible assets. In addition, any contingent consideration is presented at fair value at the date of acquisition, and transaction costs are expensed as incurred. The Company reports in its Condensed Consolidated Financial Statements provisional amounts for the items for which accounting is incomplete. Goodwill is adjusted for any changes to provisional amounts made within the measurement period. See Note 2 for disclosures related to mergers and acquisitions.

Use of Estimates

Use of Estimates — Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates. In the normal course of business, the Company is subject to various regulatory and tax proceedings, lawsuits, claims and other matters. The Company believes adequate provision has been made for all such asserted and unasserted claims in accordance with U.S. GAAP. Such matters are subject to many uncertainties and outcomes that are not predictable with assurance.

Accounting Policies

Accounting Policies — The complete summary of significant accounting policies is included in the notes to the consolidated financial statements as presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The Company’s accounting policies in the Successor Period are consistent with the accounting policies in the Predecessor Period.  

Cash, Cash Equivalents and Restricted Cash

Cash, Cash Equivalents and Restricted Cash — Cash consists of funds held in bank accounts. Cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less. Restricted cash consists of funds held in an escrow account related to a cost method investment. Restricted cash is included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the Condensed Consolidated Statements of Cash Flows. A reconciliation of cash, cash equivalents and restricted cash to the Condensed Consolidated Balance Sheets follows:

(dollars in millions)	June 30, 2022		December 31, 2021
Cash and cash equivalents	$	6.7	$	5.6
Restricted cash included in Other noncurrent assets		0.8		0.5
Cash, cash equivalents and restricted cash per Condensed Consolidated Statements of Cash Flows	$	7.5	$	6.1

Goodwill

Goodwill — Goodwill represents the excess of the purchase price consideration over the fair value of net assets acquired and recorded in connection with business acquisitions. Goodwill is allocated at the business segment level. Goodwill is tested for impairment on an annual basis or when events or changes in circumstances indicate that such assets may be impaired. If the net book value of the reporting unit exceeds its fair value, an impairment loss is recognized. An impairment loss is measured as the excess of the carrying value of goodwill of a reporting unit over its fair value.

Indefinite-Lived Intangible Assets

Indefinite-Lived Intangible Assets — Intangible assets represent purchased assets that lack physical substance but can be separately distinguished from goodwill because of contractual or legal rights, or because the asset is capable of being separately sold or exchanged. Federal Communications Commission ("FCC") licenses for wireless spectrum represent indefinite-lived intangible assets. The Company may renew the wireless licenses in a routine manner every ten years for a nominal fee, provided the Company continues to meet the service and geographic coverage provisions required by the FCC. Intangible assets not subject to amortization are tested for impairment annually, or when events or changes in circumstances indicate that the asset might be impaired.  

Long-Lived Assets

Long-Lived Assets — Management reviews the carrying value of property, plant and equipment and other long-lived assets, including intangible assets with definite lives, when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the estimated future undiscounted cash flows expected to result from the use of an asset (or group of assets) and its eventual disposition is less than its carrying amount. An impairment loss is measured as the amount by which the asset’s carrying value exceeds its estimated fair value. Long-lived intangible assets are amortized based on the estimated economic value generated by the asset in future years.  

Income Taxes

Income taxes — In accordance with ASC 740-270, the Company’s income tax provision for interim periods is determined through the use of an estimated annual effective tax rate applied to year-to-date ordinary income/loss plus or minus the tax effects of discrete items. The Company’s estimated annual effective tax rate benefit is higher than the U.S. federal statutory rate due to state income taxes, offset in part by the effect of permanent items such as the GILTI inclusion and entertainment expenses that are not fully deductible for tax.

Operating Taxes

Operating taxes — Certain operating taxes such as property, sales, use, and gross receipts taxes are reported as expenses in operating income primarily within cost of services. These taxes are not included in income tax expense because the amounts to be paid are not dependent on our level of income. Liabilities for audit exposures are established based on management's assessment of the probability of payment. The provision for such liabilities is recognized as either property, plant and equipment, operating tax expense, or depreciation expense depending on the nature of the audit exposure. Upon resolution of an audit, any remaining liability not paid is released against the account in which it was originally recorded. Certain telecommunication taxes and surcharges that are collected from customers are also recorded as revenue; however, in accordance with ASC 606, revenue associated with these charges is excluded from the transaction price.

Derivative Financial Instruments

Derivative Financial Instruments — The Company accounts for derivative financial instruments by recognizing derivative instruments as either assets or liabilities in the Condensed Consolidated Balance Sheets at fair value and recognizing the resulting gains or losses as adjustments to the Condensed Consolidated Statements of Operations or “Accumulated Other Comprehensive (Loss) Income.” The Company does not hold or issue derivative financial instruments for trading or speculative purposes.

For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated and qualify as cash flow hedges, the gain or loss on the derivative instrument is reported as a component of "Accumulated Other Comprehensive (Loss) Income" in stockholder's equity and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. Derivatives that do not qualify as hedges are adjusted to fair value through earnings in the current period. All cash flows associated with the Company’s derivative instruments are classified as operating activities in the Condensed Consolidated Statements of Cash Flows.

Recently Issued Accounting Standards

Recently Issued Accounting Standards

Accounting standards that have been issued or proposed by the FASB or other standard-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s condensed consolidated financial statements upon adoption.

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Description of Business and Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2022

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash

A reconciliation of cash, cash equivalents and restricted cash to the Condensed Consolidated Balance Sheets follows:

(dollars in millions)	June 30, 2022		December 31, 2021
Cash and cash equivalents	$	6.7	$	5.6
Restricted cash included in Other noncurrent assets		0.8		0.5
Cash, cash equivalents and restricted cash per Condensed Consolidated Statements of Cash Flows	$	7.5	$	6.1

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Mergers and Acquisitions (Tables)

6 Months Ended

Jun. 30, 2022

Cincinnati Bell Inc. [Member]

Schedule of Consideration

The purchase price for Cincinnati Bell Inc. consisted of the following:

(dollars in millions)
Cash consideration for Cincinnati Bell Inc. common stock	$	807.3
Cash consideration for preferred stock		155.2
Cash consideration for debt repayment		658.2
Total purchase price	$	1,620.7

Purchase Price Allocation

Based on fair value estimates, the purchase price has been allocated on a preliminary basis to individual assets acquired and liabilities assumed as follows:

(dollars in millions)	Cincinnati Bell Inc.
Assets acquired
Cash	$	11.2
Receivables		318.5
Inventory, materials and supplies		56.4
Prepaid expenses		5.6
Other current assets		40.5
Property, plant and equipment		1,950.8
Operating lease right-of-use assets		42.3
Goodwill		646.7
Intangible assets		969.6
Deferred tax assets		6.9
Other noncurrent assets		20.2
Total assets acquired		4,068.7
Liabilities assumed
Current portion of long-term debt		11.8
Accounts payable		381.1
Unearned revenue and customer deposits		51.2
Accrued taxes		24.6
Accrued interest		19.4
Accrued payroll and benefits		49.3
Other current liabilities		75.0
Long-term debt, less current portion		1,378.0
Operating lease liabilities		38.6
Pension and postretirement benefit obligations		151.6
Pole license agreement obligation		46.7
Deferred income tax liability		149.3
Other noncurrent liabilities		71.4
Total liabilities assumed		2,448.0
Net assets acquired	$	1,620.7

Preliminary Fair Values of Identifiable Intangible Assets Acquired

The preliminary fair values of the identifiable intangible assets acquired on the Merger Date were as follows:

(dollars in millions)	Fair Value		Useful Lives
Customer relationships	$	850.0	15 years
Trade names		108.0	3 to 10 years
Technology		5.0	7 years
FCC licenses and spectrum usage rights		6.6	Indefinite
Total identifiable intangible assets	$	969.6

Agile IWG Holdings, LLC [Member]

Purchase Price Allocation

Based on fair value estimates, the purchase price has been allocated on a preliminary basis to individual assets acquired and liabilities assumed as follows:

(dollars in millions)	Agile
Assets acquired
Receivables and other current assets	$	1.5
Property, plant and equipment		10.0
Operating lease right-of-use assets		22.0
Intangible assets		17.5
Goodwill		40.9
Total assets acquired		91.9
Liabilities assumed
Accrued expenses and other current liabilities		2.2
Operating lease liabilities		20.4
Other noncurrent liabilities		4.2
Total liabilities assumed		26.8
Net assets acquired	$	65.1

Preliminary Fair Values of Identifiable Intangible Assets Acquired

Based on fair value estimates, the identifiable intangible assets acquired are as follows:

(dollars in millions)	Fair Value
Customer relationships	$	14.0
Trade names		2.5
Technology		1.0
Total identifiable intangible assets	$	17.5

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Revenue (Tables)

6 Months Ended

Jun. 30, 2022

Revenue From Contract With Customer [Abstract]

Schedule of Expected Revenue to be Recognized for Existing Customer Contracts

The expected revenue to be recognized for existing customer contracts is as follows:

(dollars in millions)
Six months ended December 31, 2022	$	6.9
2023		15.2
2024		16.9
2025		16.9
2026		17.0
Thereafter		113.9

Schedule of Activity of Contract Assets

The following table presents the activity for the Company’s contract assets:

	Fulfillment Costs									Cost of Acquisition									Total Contract Assets
(dollars in millions)	Network			IT Services and Hardware			Total Company			Network			IT Services and Hardware			Total Company			Network			IT Services and Hardware			Total Company
Balance as of December 31, 2021	$	0.7		$	0.7		$	1.4		$	3.3		$	0.3		$	3.6		$	4.0		$	1.0		$	5.0
Additions		0.5			0.5			1.0			2.6			0.7			3.3			3.1			1.2			4.3
Amortization		(0.1	)		(0.1	)		(0.2	)		(0.4	)		(0.1	)		(0.5	)		(0.5	)		(0.2	)		(0.7	)
Balance as of March 31, 2022		1.1			1.1			2.2			5.5			0.9			6.4			6.6			2.0			8.6
Additions		0.6			0.9			1.5			2.4			0.3			2.7			3.0			1.2			4.2
Amortization		(0.1	)		(0.1	)		(0.2	)		(0.4	)		(0.4	)		(0.8	)		(0.5	)		(0.5	)		(1.0	)
Balance as of June 30, 2022	$	1.6		$	1.9		$	3.5		$	7.5		$	0.8		$	8.3		$	9.1		$	2.7		$	11.8

Schedule of Revenues Disaggregation by Product and Service Lines

The following table presents revenues disaggregated by product and service lines:

	Successor			Predecessor			Successor			Predecessor
(dollars in millions)	Three Months Ended June 30, 2022			Three Months Ended June 30, 2021			Six Months Ended June 30, 2022			Six Months Ended June 30, 2021
Data	$	129.5		$	121.6		$	255.6		$	242.9
Video		48.4			47.9			97.0			96.5
Voice		57.7			64.6			117.0			130.5
Other		11.4			6.9			20.9			13.9
Total Network		247.0			241.0			490.5			483.8
Consulting		83.5			71.6			166.9			137.1
Cloud		25.1			24.3			49.7			47.7
Communications		54.3			55.0			109.2			109.0
Infrastructure Solutions		36.1			29.0			72.0			59.9
Total IT Services and Hardware		199.0			179.9			397.8			353.7
Intersegment revenue		(6.5	)		(6.7	)		(13.0	)		(13.4	)
Total revenue	$	439.5		$	414.2		$	875.3		$	824.1

The following table presents revenues disaggregated by contract type:

	Successor									Predecessor
	Three Months Ended June 30, 2022									Three Months Ended June 30, 2021
(dollars in millions)	Network		IT Services and Hardware		Intersegment revenue elimination			Total		Network		IT Services and Hardware		Intersegment revenue elimination			Total
Products and Services transferred at a point in time	$	6.1	$	38.1	$	—		$	44.2	$	5.8	$	31.6	$	—		$	37.4
Products and Services transferred over time		236.1		159.2		—			395.3		230.3		146.5		—			376.8
Intersegment revenue		4.8		1.7		(6.5	)		—		4.9		1.8		(6.7	)		—
Total revenue	$	247.0	$	199.0	$	(6.5	)	$	439.5	$	241.0	$	179.9	$	(6.7	)	$	414.2

	Successor									Predecessor
	Six Months Ended June 30, 2022									Six Months Ended June 30, 2021
(dollars in millions)	Network		IT Services and Hardware		Intersegment revenue elimination			Total		Network		IT Services and Hardware		Intersegment revenue elimination			Total
Products and Services transferred at a point in time	$	13.5	$	76.6	$	—		$	90.1	$	11.7	$	65.0	$	—		$	76.7
Products and Services transferred over time		467.3		317.9		—			785.2		462.4		285.0		—			747.4
Intersegment revenue		9.7		3.3		(13.0	)		—		9.7		3.7		(13.4	)		—
Total revenue	$	490.5	$	397.8	$	(13.0	)	$	875.3	$	483.8	$	353.7	$	(13.4	)	$	824.1

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2022

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The changes in the Company's goodwill consisted of the following:

(dollars in millions)	IT Services and Hardware			Network		Total Company
Goodwill, balance as of December 31, 2021	$	157.4		$	488.9	$	646.3
Activity during the year:
Adjustments to prior year Merger		(0.4	)		0.8		0.4
Acquisition of Agile		—			40.9		40.9
Currency translations		(0.5	)		—		(0.5	)
Goodwill, balance as of June 30, 2022	$	156.5		$	530.6	$	687.1

Schedule of Intangible Assets

The Company’s intangible assets consisted of the following:

	June 30, 2022							December 31, 2021
	Gross Carrying		Accumulated			Net		Gross Carrying		Accumulated			Net
(dollars in millions)	Amount		Amortization			Amount		Amount		Amortization			Amount
Intangible assets subject to amortization
Customer relationships	$	863.1	$	(88.0	)	$	775.1	$	850.0	$	(36.2	)	$	813.8
Trade names		110.3		(12.7	)		97.6		108.0		(5.0	)		103.0
Technology		6.0		(0.6	)		5.4		5.0		(0.2	)		4.8
Total		979.4		(101.3	)		878.1		963.0		(41.4	)		921.6
Intangible assets not subject to amortization
FCC licenses and spectrum usage rights		6.8		—			6.8		6.7		—			6.7
Total intangible assets	$	986.2	$	(101.3	)	$	884.9	$	969.7	$	(41.4	)	$	928.3

Schedule of Estimated Useful Lives for Finite-lived Intangible Assets

The estimated useful lives for each finite-lived intangible asset class are as follows:

Customer relationships	15 years
Trade names	3 to 10 years
Technology	7 years

Schedule of Estimated Amortization Expense

The annual estimated amortization expense for future years is as follows:

(dollars in millions)
Six months ended December 31, 2022	$	61.8
2023		115.5
2024		106.2
2025		93.9
2026		86.3
Thereafter		414.4
Total	$	878.1

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Debt and Other Financing Arrangements (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Schedule of Debt

The Company’s debt consists of the following:

(dollars in millions)	June 30, 2022			December 31, 2021
Current portion of long-term debt:
Credit Agreement - Term B-1 Loans	$	5.0		$	5.0
Credit Agreement - Term B-2 Loans		6.5			6.5
Paniolo Fiber Assets Financing Arrangement		0.5			0.5
Other financing arrangements		0.4			0.5
Finance lease liabilities		7.5			7.2
Current portion of long-term debt		19.9			19.7
Long-term debt, less current portion:
Receivables Facility		176.4			153.6
Credit Agreement - Revolving Credit Facility		77.0			—
Credit Agreement - Term B-1 Loans		492.5			495.0
Credit Agreement - Term B-2 Loans		640.3			643.5
7 1/4% Senior Notes due 2023 (1)		23.4			24.0
Various Cincinnati Bell Telephone notes (1)		96.9			97.5
Paniolo Fiber Assets Financing Arrangement		22.0			22.3
Other financing arrangements		—			0.4
Finance lease liabilities		39.6			42.3
		1,568.1			1,478.6
Net unamortized discount		(4.6	)		(4.9	)
Unamortized note issuance costs		(41.6	)		(44.8	)
Long-term debt, less current portion		1,521.9			1,428.9
Total debt	$	1,541.8		$	1,448.6

(1) As of June 30, 2022, the net carrying amounts of the 7 ¼% Senior Notes due 2023 and Various Cincinnati Bell Telephone notes included unamortized fair value adjustments related to the Merger of $1.1 million and $9.0 million, respectively. As of December 31, 2021, the net carrying amounts of the 7 ¼% Senior Notes due 2023 and Various Cincinnati Bell Telephone notes included unamortized fair value adjustments related to the Merger of $1.7 million and $9.6 million, respectively. Each adjustment is being amortized over the life of the respective notes and is recorded as a reduction of interest expense.    

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Leases (Tables)

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Schedule of Supplemental Balance Sheet Information Related to Leases

Supplemental balance sheet information related to the Company's leases is as follows:

(dollars in millions)	Balance Sheet Location	June 30, 2022		December 31, 2021
Operating lease assets, net of amortization	Operating lease right-of-use assets	$	68.8	$	44.3
Finance lease assets, net of amortization	Property, plant and equipment, net		9.3		10.7
Operating lease liabilities:
Current operating lease liabilities	Other current liabilities		11.7		9.6
Noncurrent operating lease liabilities	Operating lease liabilities		62.5		40.2
Total operating lease liabilities			74.2		49.8
Finance lease liabilities:
Current finance lease liabilities	Current portion of long-term debt		7.5		7.2
Noncurrent finance lease liabilities	Long-term debt, less current portion		39.6		42.3
Total finance lease liabilities		$	47.1	$	49.5

Schedule of Supplemental Cash Flow Information Related to Leases

Supplemental cash flow information related to leases is as follows:

	Successor		Predecessor
(dollars in millions)	Six Months Ended June 30, 2022		Six Months Ended June 30, 2021
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	1.6	$	2.1
Operating cash flows from operating leases	$	5.8	$	5.5
Financing cash flows from finance leases	$	4.6	$	6.4
Right-of-use assets obtained in exchange for lease obligations:
New operating leases	$	7.9	$	2.9
New finance leases	$	2.1	$	2.0

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Financial Instruments and Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Interest rate Swaps and Interest Rate Caps are Recorded in Condensed Consolidated Balance Sheets

As of June 30, 2022, the fair values of the interest rate swaps and interest rate caps are recorded in the Condensed Consolidated Balance Sheets as follows:

(dollars in millions)	Balance Sheet Location	June 30, 2022		Quoted Prices in active markets Level 1		Significant observable inputs Level 2		Significant unobservable inputs Level 3
Assets:
Interest Rate Swap	Other current assets	$	0.3	$	—	$	0.3	$	—
Liabilities:
Interest Rate Swap	Other noncurrent liabilities	$	1.7	$	—	$	1.7	$	—
Interest Rate Cap	Other current liabilities	$	2.1	$	—	$	2.1	$	—
Interest Rate Cap	Other noncurrent liabilities	$	7.9	$	—	$	7.9	$	—

Schedule of Summarizes the Location of Losses in the Condensed Consolidated Statements of Operations in Addition to the Derivative Contract Type

The following table summarizes the location of losses in the Condensed Consolidated Statements of Operations that were recognized during the three and six months ended June 30, 2022, in addition to the derivative contract type:

(dollars in millions)	Statement of Operations Location	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Interest Rate Swap	Other expense (income), net	$	1.9	$	1.9
Interest Rate Cap	Other expense (income), net	$	10.3	$	10.3

Amount of Gains Recognized in Accumulated Other Comprehensive Income ("AOCI") Net of Reclassification into Earnings

The amount of gains recognized in Accumulated Other Comprehensive Income ("AOCI") net of reclassifications into earnings is as follows:

	Predecessor
(dollars in millions)	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
Interest Rate Swap	$	2.2	$	5.3

Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss)

The amount of losses reclassified from AOCI into earnings is as follows:

		Predecessor
(dollars in millions)	Statement of Operations Location	Three Months Ended June 30, 2021			Six Months Ended June 30, 2021
Interest Rate Swap	Interest Expense	$	(2.3	)	$	(4.6	)

Schedule of Carrying and Fair Values by Balance Sheet Grouping

The carrying and fair values of these items are as follows:

	June 30, 2022				December 31, 2021
(dollars in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt, including current portion*	$	1,535.9	$	1,482.5	$	1,443.0	$	1,443.0
Other financing arrangements		51.6		45.3		53.1		51.7

*Excludes finance leases, other financing arrangements and note issuance costs.

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Pension and Postretirement Plans (Tables)

6 Months Ended

Jun. 30, 2022

Compensation And Retirement Disclosure [Abstract]

Schedule of Pension and Postretirement Costs (Benefits)

Pension and postretirement (benefits) costs are as follows:

	Pension Benefits						Postretirement and Other Benefits
	Successor			Predecessor			Successor		Predecessor
(dollars in millions)	Three Months Ended June 30, 2022			Three Months Ended June 30, 2021			Three Months Ended June 30, 2022		Three Months Ended June 30, 2021
Service cost	$	—		$	—		$	0.1	$	0.1
Other components of pension and postretirement benefit plans expense:
Interest cost on projected benefit obligation		3.8			3.7			0.7		0.7
Expected return on plan assets		(7.1	)		(7.2	)		—		—
Amortization of:
Prior service benefit		—			—			—		(0.7	)
Actuarial loss		—			5.2			—		—
Pension / postretirement (benefit) cost	$	(3.3	)	$	1.7		$	0.8	$	0.1

	Pension Benefits						Postretirement and Other Benefits
	Successor			Predecessor			Successor		Predecessor
(dollars in millions)	Six Months Ended June 30, 2022			Six Months Ended June 30, 2021			Six Months Ended June 30, 2022		Six Months Ended June 30, 2021
Service cost	$	—		$	—		$	0.2	$	0.2
Other components of pension and postretirement benefit plans expense:
Interest cost on projected benefit obligation		7.7			7.5			1.4		1.3
Expected return on plan assets		(14.3	)		(14.7	)		—		—
Amortization of:
Prior service benefit		—			—			—		(1.3	)
Actuarial loss		—			11.5			—		—
Pension / postretirement (benefit) cost	$	(6.6	)	$	4.3		$	1.6	$	0.2

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Shareowners' Equity (Deficit) (Tables)

6 Months Ended

Jun. 30, 2022

Shareowners Deficit [Abstract]

Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component

The changes in accumulated other comprehensive income (loss) by component were as follows:

(dollars in millions)
Successor	Unrecognized Net Periodic Pension and Postretirement Benefit (Cost)				Unrealized Loss on Cash Flow Hedges, Net				Foreign Currency Translation Gain (Loss)			Total
Balance as of March 31, 2022	$	2.6			$	—			$	0.4		$	3.0
Remeasurement of benefit obligations		(1.3	)			—				—			(1.3	)
Foreign currency loss		—				—				(3.1	)		(3.1	)
Balance as of June 30, 2022	$	1.3			$	—			$	(2.7	)	$	(1.4	)
Predecessor
Balance as of March 31, 2021	$	(134.4	)		$	(17.3	)		$	(0.2	)	$	(151.9	)
Remeasurement of benefit obligations		6.0				—				—			6.0
Reclassifications, net		3.5		(a)		1.7		(b)		—			5.2
Unrealized loss on cash flow hedges arising during the period, net		—				(0.1	)	(c)		—			(0.1	)
Foreign currency gain		—				—				1.6			1.6
Balance as of June 30, 2021	$	(124.9	)		$	(15.7	)		$	1.4		$	(139.2	)

(dollars in millions)
Successor	Unrecognized Net Periodic Pension and Postretirement Benefit (Cost)				Unrealized Loss on Cash Flow Hedges, Net				Foreign Currency Translation Gain (Loss)			Total
Balance as of December 31, 2021	$	2.6			$	—			$	(1.4	)	$	1.2
Remeasurement of benefit obligations		(1.3	)			—				—			(1.3	)
Foreign currency loss		—				—				(1.3	)		(1.3	)
Balance as of June 30, 2022	$	1.3			$	—			$	(2.7	)	$	(1.4	)
Predecessor
Balance as of December 31, 2020	$	(138.8	)		$	(19.7	)		$	(1.2	)	$	(159.7	)
Remeasurement of benefit obligations		6.0				—				—			6.0
Reclassifications, net		7.9		(a)		3.5		(b)		—			11.4
Unrealized gain on cash flow hedges arising during the period, net		—				0.5		(c)		—			0.5
Foreign currency gain		—				—				2.6			2.6
Balance as of June 30, 2021	$	(124.9	)		$	(15.7	)		$	1.4		$	(139.2	)

(a) These reclassifications are included in the other components of net periodic pension and postretirement benefit plans expense and represent amortization of prior service benefit and actuarial loss, net of tax. The other components of net periodic pension and postretirement benefit plans expense are recorded in "Other components of pension and postretirement benefit plans (benefit) expense" on the Condensed Consolidated Statements of Operations. See Note 8 for further disclosures.

(b) These reclassifications are reported within "Interest expense" on the Condensed Consolidated Statements of Operations when the hedged transactions impact earnings.

(c) The unrealized (loss) gain, net on cash flow hedges represents the change in the fair value of the derivative instruments that occurred during the period, net of tax.

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Business Segment Information (Tables)

6 Months Ended

Jun. 30, 2022

Segment Reporting [Abstract]

Selected Financial Data for the Company's Business Segment Information

Selected financial data for the Company’s business segment information is as follows:

	Successor			Predecessor			Successor			Predecessor
(dollars in millions)	Three Months Ended June 30, 2022			Three Months Ended June 30, 2021			Six Months Ended June 30, 2022			Six Months Ended June 30, 2021
Revenue
Network	$	247.0		$	241.0		$	490.5		$	483.8
IT Services and Hardware		199.0			179.9			397.8			353.7
Intersegment		(6.5	)		(6.7	)		(13.0	)		(13.4	)
Total revenue	$	439.5		$	414.2		$	875.3		$	824.1
Intersegment revenue
Network	$	4.8		$	4.9		$	9.7		$	9.7
IT Services and Hardware		1.7			1.8			3.3			3.7
Total intersegment revenue	$	6.5		$	6.7		$	13.0		$	13.4
Operating (loss) income
Network	$	(18.9	)	$	28.1		$	(22.0	)	$	59.4
IT Services and Hardware		(5.1	)		7.6			(10.0	)		16.2
Corporate		(8.4	)		(5.3	)		(15.4	)		(12.6	)
Total operating (loss) income	$	(32.4	)	$	30.4		$	(47.4	)	$	63.0
Expenditures for long-lived assets*
Network	$	171.1		$	52.8		$	252.6		$	107.8
IT Services and Hardware		7.1			6.2			13.4			11.9
Total expenditures for long-lived assets	$	178.2		$	59.0		$	266.0		$	119.7
Depreciation and amortization
Network	$	103.4		$	61.6		$	196.8		$	122.4
IT Services and Hardware		26.6			10.2			52.6			20.3
Corporate		0.1			—			0.2			0.1
Total depreciation and amortization	$	130.1		$	71.8		$	249.6		$	142.8

*Includes cost of Agile acquisition

(dollars in millions)	June 30, 2022		December 31, 2021
Assets
Network	$	3,073.2	$	2,949.2
IT Services and Hardware		794.4		842.0
Corporate and eliminations		340.7		407.6
Total assets	$	4,208.3	$	4,198.8

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Description of Business and Accounting Policies - Narrative (Details) - Customer	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Description of Business and Accounting Policies [Line Items]
Revenue derived from foreign operations	7.00%	6.00%	7.00%	6.00%
Verizon Communications Inc. [Member]
Description of Business and Accounting Policies [Line Items]
Number of customers, exceeds 10% of total accounts receivable	0		0		1
Accounts receivable from one customer greater than 10%, percentage					26.00%

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Description of Business and Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Cash and cash equivalents	$ 6.7	$ 5.6
Restricted cash included in Other noncurrent assets	0.8	0.5
Cash, cash equivalents and restricted cash per Condensed Consolidated Statements of Cash Flows	$ 7.5	$ 6.1	$ 8.5	$ 17.2

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Mergers and Acquisitions - Narratives (Details)				3 Months Ended		6 Months Ended
	May 02, 2022 USD ($)	Sep. 07, 2021 USD ($) $ / shares	Aug. 31, 2021 USD ($) mi	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Transaction and integration costs				$ 4,300,000	$ 1,400,000	$ 6,600,000	$ 3,300,000
Red Fiber Parent LLC [Member]
Business Acquisition [Line Items]
Gross value of acquisition		$ 3,100,000,000
Debt assumed		$ 1,357,100,000
Common shares price per share as stock consideration | $ / shares		$ 15.50
Preferred stock redemption percentage		6.75%
Preferred stock redemption price per Depositary Share | $ / shares		$ 50
Preferred stock redemption preference per redemption percentage		$ 1,000
Preferred Stock, Dividend Rate, Percentage		6.75%
Paniolo Acquisition [Member]
Business Acquisition [Line Items]
Gross value of acquisition			$ 29,300,000
Aggregate purchase price			52,300,000
Business combination committed purchase money financing			$ 23,000,000.0
Current portion of long-term debt				500,000		500,000		$ 500,000
Long-term debt, less current portion				22,000,000.0		22,000,000.0		$ 22,300,000
Paniolo Acquisition [Member] | Minimum [Member]
Business Acquisition [Line Items]
Fiber route miles | mi			400
Agile IWG Holdings, LLC [Member]
Business Acquisition [Line Items]
Gross value of acquisition	$ 65,100,000
Transaction and integration costs	$ 1,700,000			$ 100,000	$ 0	$ 1,600,000	$ 0

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Mergers and Acquisitions - Schedule of Consideration (Details) - Cincinnati Bell Inc. [Member] $ in Millions	Sep. 07, 2021 USD ($)
Business Acquisition [Line Items]
Cash consideration for Cincinnati Bell Inc. common stock	$ 807.3
Cash consideration for preferred stock	155.2
Cash consideration for debt repayment	658.2
Total purchase price	$ 1,620.7

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Mergers and Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Millions	Jun. 30, 2022	May 02, 2022	Dec. 31, 2021	Sep. 07, 2021
Assets acquired
Goodwill	$ 687.1		$ 646.3
Cincinnati Bell Inc. [Member]
Assets acquired
Cash				$ 11.2
Receivables				318.5
Inventory, materials and supplies				56.4
Prepaid expenses				5.6
Other current assets				40.5
Property, plant and equipment				1,950.8
Operating lease right-of-use assets				42.3
Goodwill				646.7
Intangible assets				969.6
Deferred tax assets				6.9
Other noncurrent assets				20.2
Total assets acquired				4,068.7
Liabilities assumed
Current portion of long-term debt				11.8
Accounts payable				381.1
Unearned revenue and customer deposits				51.2
Accrued taxes				24.6
Accrued interest				19.4
Accrued payroll and benefits				49.3
Other current liabilities				75.0
Long-term debt, less current portion				1,378.0
Operating lease liabilities				38.6
Pension and postretirement benefit obligations				151.6
Pole license agreement obligation				46.7
Deferred income tax liability				149.3
Other noncurrent liabilities				71.4
Total liabilities assumed				2,448.0
Net assets acquired				$ 1,620.7
Agile IWG Holdings, LLC [Member]
Assets acquired
Receivables and other current assets		$ 1.5
Property, plant and equipment		10.0
Operating lease right-of-use assets		22.0
Goodwill		40.9
Intangible assets		17.5
Total assets acquired		91.9
Liabilities assumed
Accrued expenses and other current liabilities		2.2
Operating lease liabilities		20.4
Other noncurrent liabilities		4.2
Total liabilities assumed		26.8
Net assets acquired		$ 65.1

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Mergers and Acquisitions - Preliminary Fair Values of Identifiable Intangible Assets Acquired (Details) - USD ($) $ in Millions		6 Months Ended
	Sep. 07, 2021	Jun. 30, 2022	May 02, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Fair Value	$ 963.0	$ 979.4		$ 963.0
Fair Value	6.6
Fair Value		986.2		969.7
Customer Relationships [Member]
Business Acquisition [Line Items]
Fair Value		$ 863.1		850.0
Useful Lives		15 years
Trade Names [Member]
Business Acquisition [Line Items]
Fair Value		$ 110.3		108.0
Trade Names [Member] | Minimum [Member]
Business Acquisition [Line Items]
Useful Lives		3 years
Trade Names [Member] | Maximum [Member]
Business Acquisition [Line Items]
Useful Lives		10 years
Technology [Member]
Business Acquisition [Line Items]
Fair Value		$ 6.0		$ 5.0
Useful Lives		7 years
Cincinnati Bell Inc. [Member]
Business Acquisition [Line Items]
Fair Value	969.6
Cincinnati Bell Inc. [Member] | Customer Relationships [Member]
Business Acquisition [Line Items]
Fair Value	$ 850.0
Useful Lives	15 years
Cincinnati Bell Inc. [Member] | Trade Names [Member]
Business Acquisition [Line Items]
Fair Value	$ 108.0
Cincinnati Bell Inc. [Member] | Trade Names [Member] | Minimum [Member]
Business Acquisition [Line Items]
Useful Lives	3 years
Cincinnati Bell Inc. [Member] | Trade Names [Member] | Maximum [Member]
Business Acquisition [Line Items]
Useful Lives	10 years
Cincinnati Bell Inc. [Member] | Technology [Member]
Business Acquisition [Line Items]
Fair Value	$ 5.0
Useful Lives	7 years
Cincinnati Bell Inc. [Member] | FCC Licenses and Spectrum Usage Rights [Member]
Business Acquisition [Line Items]
Fair Value	$ 6.6
Agile IWG Holdings, LLC [Member]
Business Acquisition [Line Items]
Fair Value		$ 17.5
Fair Value			$ 17.5
Agile IWG Holdings, LLC [Member] | Customer Relationships [Member]
Business Acquisition [Line Items]
Fair Value			14.0
Agile IWG Holdings, LLC [Member] | Trade Names [Member]
Business Acquisition [Line Items]
Fair Value			2.5
Agile IWG Holdings, LLC [Member] | Technology [Member]
Business Acquisition [Line Items]
Fair Value			$ 1.0

XML

Revenue - Narrative (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Disaggregation Of Revenue [Line Items]
Payment terms for customers, lower range	30 days
Payment term for customers, upper range	120 days
Total	$ 186.8
Unearned revenue and customer deposits	81.0	$ 83.2
Other Current Liabilities [Member]
Disaggregation Of Revenue [Line Items]
Unearned revenue and customer deposits	2.6	2.2
Other Noncurrent Liabilities [Member]
Disaggregation Of Revenue [Line Items]
Contract liabilities, recognized, noncurrent	$ 55.8	$ 57.2
Minimum [Member]
Disaggregation Of Revenue [Line Items]
Customer contract term	1 year
SEA-US contract term	15 years
Indefeasible right of use of contract term	15 years
Maximum [Member]
Disaggregation Of Revenue [Line Items]
Customer contract term	5 years
SEA-US contract term	25 years
Indefeasible right of use of contract term	25 years
Indefeasible Right of Use, Maximum, in Years	30 years

XML

Revenue - Schedule of Expected Revenue to be Recognized for Existing IRU Contracts (Details) $ in Millions	Jun. 30, 2022 USD ($)
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Expected revenue to be recognized	$ 186.8
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-07-01
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Expected revenue to be recognized	$ 6.9
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Expected revenue to be recognized	$ 15.2
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Expected revenue to be recognized	$ 16.9
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-01-01
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Expected revenue to be recognized	$ 16.9
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-01-01
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Expected revenue to be recognized	$ 17.0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2027-01-01
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Expected revenue to be recognized	$ 113.9
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period

XML

Revenue - Schedule of Activity of Contract Assets (Details) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2022	Mar. 31, 2022
Contract Asset [Roll Forward]
Capitalized contract cost, net, beginning balance	$ 8.6	$ 5.0
Capitalized contract cost, Additions	4.2	4.3
Capitalized contract cost, Amortization	(1.0)	(0.7)
Capitalized contract cost, net, ending Balance	11.8	8.6
Fulfillment Costs [Member]
Contract Asset [Roll Forward]
Capitalized contract cost, net, beginning balance	2.2	1.4
Capitalized contract cost, Additions	1.5	1.0
Capitalized contract cost, Amortization	(0.2)	(0.2)
Capitalized contract cost, net, ending Balance	3.5	2.2
Cost of Acquisition [Member]
Contract Asset [Roll Forward]
Capitalized contract cost, net, beginning balance	6.4	3.6
Capitalized contract cost, Additions	2.7	3.3
Capitalized contract cost, Amortization	(0.8)	(0.5)
Capitalized contract cost, net, ending Balance	8.3	6.4
Operating Segments | Network [Member]
Contract Asset [Roll Forward]
Capitalized contract cost, net, beginning balance	6.6	4.0
Capitalized contract cost, Additions	3.0	3.1
Capitalized contract cost, Amortization	(0.5)	(0.5)
Capitalized contract cost, net, ending Balance	9.1	6.6
Operating Segments | Network [Member] | Fulfillment Costs [Member]
Contract Asset [Roll Forward]
Capitalized contract cost, net, beginning balance	1.1	0.7
Capitalized contract cost, Additions	0.6	0.5
Capitalized contract cost, Amortization	(0.1)	(0.1)
Capitalized contract cost, net, ending Balance	1.6	1.1
Operating Segments | Network [Member] | Cost of Acquisition [Member]
Contract Asset [Roll Forward]
Capitalized contract cost, net, beginning balance	5.5	3.3
Capitalized contract cost, Additions	2.4	2.6
Capitalized contract cost, Amortization	(0.4)	(0.4)
Capitalized contract cost, net, ending Balance	7.5	5.5
Operating Segments | IT Services and Hardware [Member]
Contract Asset [Roll Forward]
Capitalized contract cost, net, beginning balance	2.0	1.0
Capitalized contract cost, Additions	1.2	1.2
Capitalized contract cost, Amortization	(0.5)	(0.2)
Capitalized contract cost, net, ending Balance	2.7	2.0
Operating Segments | IT Services and Hardware [Member] | Fulfillment Costs [Member]
Contract Asset [Roll Forward]
Capitalized contract cost, net, beginning balance	1.1	0.7
Capitalized contract cost, Additions	0.9	0.5
Capitalized contract cost, Amortization	(0.1)	(0.1)
Capitalized contract cost, net, ending Balance	1.9	1.1
Operating Segments | IT Services and Hardware [Member] | Cost of Acquisition [Member]
Contract Asset [Roll Forward]
Capitalized contract cost, net, beginning balance	0.9	0.3
Capitalized contract cost, Additions	0.3	0.7
Capitalized contract cost, Amortization	(0.4)	(0.1)
Capitalized contract cost, net, ending Balance	$ 0.8	$ 0.9

XML

Revenue - Schedule of Revenues Disaggregation by Product and Service Lines (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Disaggregation Of Revenue [Line Items]
Revenues	$ 439.5	$ 414.2	$ 875.3	$ 824.1
Operating Segments | Network [Member]
Disaggregation Of Revenue [Line Items]
Revenues	247.0	241.0	490.5	483.8
Operating Segments | Network [Member] | Data [Member]
Disaggregation Of Revenue [Line Items]
Revenues	129.5	121.6	255.6	242.9
Operating Segments | Network [Member] | Video [Member]
Disaggregation Of Revenue [Line Items]
Revenues	48.4	47.9	97.0	96.5
Operating Segments | Network [Member] | Voice [Member]
Disaggregation Of Revenue [Line Items]
Revenues	57.7	64.6	117.0	130.5
Operating Segments | Network [Member] | Other [Member]
Disaggregation Of Revenue [Line Items]
Revenues	11.4	6.9	20.9	13.9
Operating Segments | IT Services and Hardware [Member]
Disaggregation Of Revenue [Line Items]
Revenues	199.0	179.9	397.8	353.7
Operating Segments | IT Services and Hardware [Member] | Consulting
Disaggregation Of Revenue [Line Items]
Revenues	83.5	71.6	166.9	137.1
Operating Segments | IT Services and Hardware [Member] | Cloud
Disaggregation Of Revenue [Line Items]
Revenues	25.1	24.3	49.7	47.7
Operating Segments | IT Services and Hardware [Member] | Communications
Disaggregation Of Revenue [Line Items]
Revenues	54.3	55.0	109.2	109.0
Operating Segments | IT Services and Hardware [Member] | Infrastructure Solutions
Disaggregation Of Revenue [Line Items]
Revenues	36.1	29.0	72.0	59.9
Intersegment Eliminations [Member]
Disaggregation Of Revenue [Line Items]
Revenues	(6.5)	(6.7)	(13.0)	(13.4)
Intersegment Eliminations [Member] | Network [Member]
Disaggregation Of Revenue [Line Items]
Revenues	4.8	4.9	9.7	9.7
Intersegment Eliminations [Member] | IT Services and Hardware [Member]
Disaggregation Of Revenue [Line Items]
Revenues	$ 1.7	$ 1.8	$ 3.3	$ 3.7

XML

Revenue - Schedule of Revenues Disaggregation by Contract Type (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Disaggregation Of Revenue [Line Items]
Revenues	$ 439.5	$ 414.2	$ 875.3	$ 824.1
Intersegment Eliminations [Member]
Disaggregation Of Revenue [Line Items]
Revenues	(6.5)	(6.7)	(13.0)	(13.4)
Network [Member] | Operating Segments
Disaggregation Of Revenue [Line Items]
Revenues	247.0	241.0	490.5	483.8
Network [Member] | Intersegment Eliminations [Member]
Disaggregation Of Revenue [Line Items]
Revenues	4.8	4.9	9.7	9.7
IT Services and Hardware [Member] | Operating Segments
Disaggregation Of Revenue [Line Items]
Revenues	199.0	179.9	397.8	353.7
IT Services and Hardware [Member] | Intersegment Eliminations [Member]
Disaggregation Of Revenue [Line Items]
Revenues	1.7	1.8	3.3	3.7
Transferred at Point in Time [Member]
Disaggregation Of Revenue [Line Items]
Revenues	44.2	37.4	90.1	76.7
Transferred at Point in Time [Member] | Intersegment Eliminations [Member]
Disaggregation Of Revenue [Line Items]
Revenues	0.0	0.0	0.0	0.0
Transferred at Point in Time [Member] | Network [Member] | Operating Segments
Disaggregation Of Revenue [Line Items]
Revenues	6.1	5.8	13.5	11.7
Transferred at Point in Time [Member] | IT Services and Hardware [Member] | Operating Segments
Disaggregation Of Revenue [Line Items]
Revenues	38.1	31.6	76.6	65.0
Transferred over Time [Member]
Disaggregation Of Revenue [Line Items]
Revenues	395.3	376.8	785.2	747.4
Transferred over Time [Member] | Intersegment Eliminations [Member]
Disaggregation Of Revenue [Line Items]
Revenues	0.0	0.0	0.0	0.0
Transferred over Time [Member] | Network [Member] | Operating Segments
Disaggregation Of Revenue [Line Items]
Revenues	236.1	230.3	467.3	462.4
Transferred over Time [Member] | IT Services and Hardware [Member] | Operating Segments
Disaggregation Of Revenue [Line Items]
Revenues	$ 159.2	$ 146.5	$ 317.9	$ 285.0

XML

Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Millions	6 Months Ended
	Jun. 30, 2022 USD ($)
Goodwill [Line Items]
Goodwill, beginning balance	$ 646.3
Adjustments to prior year Merger	0.4
Acquisition of Agile	40.9
Currency translations	(0.5)
Goodwill, ending balance	687.1
IT Services and Hardware [Member] | Operating Segments
Goodwill [Line Items]
Goodwill, beginning balance	157.4
Adjustments to prior year Merger	(0.4)
Acquisition of Agile	0.0
Currency translations	(0.5)
Goodwill, ending balance	156.5
Network [Member] | Operating Segments
Goodwill [Line Items]
Goodwill, beginning balance	488.9
Adjustments to prior year Merger	0.8
Acquisition of Agile	40.9
Currency translations	0.0
Goodwill, ending balance	$ 530.6

XML

Goodwill and Intangible Assets - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Sep. 07, 2021
Goodwill [Line Items]
Goodwill acquired			$ 40,900,000
Impairment losses recognized in goodwill	$ 0	$ 0	0	$ 0
Finite-lived intangible assets	979,400,000		979,400,000		$ 963,000,000.0	$ 963,000,000.0
Indefinite-lived intangible assets						$ 6,600,000
Amortization of finite-lived intangible assets	29,900,000	3,600,000	60,000,000.0	7,200,000
Impairment of intangible assets, finite-lived	0	$ 0	0	$ 0
Agile IWG Holdings, LLC [Member]
Goodwill [Line Items]
Goodwill acquired			40,900,000
Finite-lived intangible assets	$ 17,500,000		$ 17,500,000

XML

Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021	Sep. 07, 2021
Finite Lived Intangible Assets [Line Items]
Intangible assets subject to amortization, gross carrying amount	$ 979.4	$ 963.0	$ 963.0
Accumulated amortization	(101.3)	(41.4)
Intangible assets subject to amortization, net amount	878.1	921.6
Intangible assets not subject to amortization			$ 6.6
Total intangible assets, gross carrying amount	986.2	969.7
Intangible assets, net amount	884.9	928.3
FCC Licenses and Spectrum Usage Rights [Member]
Finite Lived Intangible Assets [Line Items]
Intangible assets not subject to amortization	6.8	6.7
Customer Relationships [Member]
Finite Lived Intangible Assets [Line Items]
Intangible assets subject to amortization, gross carrying amount	863.1	850.0
Accumulated amortization	(88.0)	(36.2)
Intangible assets subject to amortization, net amount	775.1	813.8
Trade Names [Member]
Finite Lived Intangible Assets [Line Items]
Intangible assets subject to amortization, gross carrying amount	110.3	108.0
Accumulated amortization	(12.7)	(5.0)
Intangible assets subject to amortization, net amount	97.6	103.0
Technology [Member]
Finite Lived Intangible Assets [Line Items]
Intangible assets subject to amortization, gross carrying amount	6.0	5.0
Accumulated amortization	(0.6)	(0.2)
Intangible assets subject to amortization, net amount	$ 5.4	$ 4.8

XML

Goodwill and Intangible Assets - Schedule of Estimated Useful Lives for Finite-lived Intangible Assets (Details)	6 Months Ended
	Jun. 30, 2022
Customer Relationships [Member]
Finite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	15 years
Trade Names [Member] | Minimum [Member]
Finite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	3 years
Trade Names [Member] | Maximum [Member]
Finite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	10 years
Technology [Member]
Finite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	7 years

XML

Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
Six months ended December 31, 2022	$ 61.8
2023	115.5
2024	106.2
2025	93.9
2026	86.3
Thereafter	414.4
Intangible assets subject to amortization, net amount	$ 878.1	$ 921.6

XML

Debt and Other Financing Arrangements - Schedule of Debt (Details) - USD ($) $ in Millions		Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Current portion of long-term debt		$ 19.9	$ 19.7
Other Financing Arrangements, Current Portion		0.4	0.5
Finance lease liabilities, current		7.5	7.2
Receivables Facility		176.4	153.6
Long-term debt, less current portion		1,521.9	1,428.9
Other Financing Arrangements, Non-Current Portion		0.0	0.4
Finance lease liabilities, Noncurrent		39.6	42.3
Long-term debt gross		1,568.1	1,478.6
Net unamortized discount		(4.6)	(4.9)
Unamortized note issuance costs		(41.6)	(44.8)
Total debt		1,541.8	1,448.6
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Credit Agreement		77.0	0.0
Term B-1 Loans [Member]
Debt Instrument [Line Items]
Current portion of long-term debt		5.0	5.0
Long-term debt, less current portion		492.5	495.0
Term B-2 Loans [Member]
Debt Instrument [Line Items]
Current portion of long-term debt		6.5	6.5
Long-term debt, less current portion		640.3	643.5
Paniolo Fiber Assets [Member]
Debt Instrument [Line Items]
Financing Arrangement, Current Portion		0.5	0.5
Financing Arrangement, Noncurrent Portion		22.0	22.3
Senior Notes due 2023 [Member]
Debt Instrument [Line Items]
Senior Notes, Noncurrent	[1]	23.4	24.0
Various Cincinnati Bell Telephone Notes [Member]
Debt Instrument [Line Items]
Long-term debt, less current portion	[1]	$ 96.9	$ 97.5

[1] As of June 30, 2022, the net carrying amounts of the 7 ¼% Senior Notes due 2023 and Various Cincinnati Bell Telephone notes included unamortized fair value adjustments related to the Merger of $1.1 million and $9.0 million, respectively. As of December 31, 2021, the net carrying amounts of the 7 ¼% Senior Notes due 2023 and Various Cincinnati Bell Telephone notes included unamortized fair value adjustments related to the Merger of $1.7 million and $9.6 million, respectively. Each adjustment is being amortized over the life of the respective notes and is recorded as a reduction of interest expense.

XML

Debt and Other Financing Arrangements - Schedule of Debt (Parenthetical) (Details) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Senior Notes due 2023 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	7.25%	7.25%
Senior Notes due 2023 [Member] | Merger Agreement [Member]
Debt Instrument [Line Items]
Unamortized fair value adjustments related to merger	$ 1.1	$ 1.7
Various Cincinnati Bell Telephone Notes [Member] | Merger Agreement [Member]
Debt Instrument [Line Items]
Unamortized fair value adjustments related to merger	$ 9.0	$ 9.6

XML

Debt and Other Financing Arrangements - Credit Agreement - Narrative (Details) $ in Millions	6 Months Ended
	Jun. 30, 2022 USD ($)
Term B-1 Loans [Member]
Line Of Credit Facility [Line Items]
Debt instrument updated maturity date	2028-11
Term B-2 Loans [Member]
Line Of Credit Facility [Line Items]
Debt instrument expiration date	2028-11
Revolving Credit Facility [Member]
Line Of Credit Facility [Line Items]
Borrowings under the revolving credit facility	$ 77.0
Line of credit facility, remaining borrowing capacity	$ 323.0
Debt instrument expiration date	2026-09

XML

Debt and Other Financing Arrangements - Accounts Receivable Securitization Facility - Narrative (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Receivables facility amount outstanding	$ 176,400,000	$ 153,600,000
Letters of Credit Outstanding, Amount	20,700,000
Receivables Facility Remaining Borrowing Capacity	17,900,000
Receivables Facility Maximum Borrowing Availability	$ 215,000,000.0
Accounts Receivable Facility, Renewal Term, Month and Year	2023-06
Accounts Receivable Facility, Expiration Year And Month	2024-06
Receivables facility maximum borrowing capacity	$ 215,000,000.0
Accounts Receivable Sold	$ 32,300,000

XML

Leases - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease assets, net of amortization	$ 68.8	$ 44.3
Finance lease assets, net of amortization	$ 9.3	$ 10.7
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, plant and equipment, net	Property, plant and equipment, net
Current operating lease liabilities	$ 11.7	$ 9.6
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other current liabilities	Other current liabilities
Noncurrent operating lease liabilities	$ 62.5	$ 40.2
Total operating lease liabilities	74.2	49.8
Current finance lease liabilities	7.5	7.2
Noncurrent finance lease liabilities	39.6	42.3
Total finance lease liabilities	$ 47.1	$ 49.5

XML

Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$ 1.6	$ 2.1
Operating cash flows from operating leases	5.8	5.5
Financing cash flows from finance leases	4.6	6.4
Right-of-use assets obtained in exchange for lease obligations:
New operating leases	7.9	2.9
New finance leases	$ 2.1	$ 2.0

XML

Financial Instruments and Fair Value Measurements - Narrative (Details) - Cash Flow Hedging [Member] - USD ($)	3 Months Ended
	Jun. 30, 2022	Mar. 31, 2019	Jun. 30, 2018
2.9185% Interest Rate Contract [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Notional amount	$ 175,000,000.0
Average fixed interest rate	2.9185%
Interest rate swap expiration date	2026-05
2.8520% Interest Rate Contract [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Notional amount	$ 115,000,000.0
Average fixed interest rate	2.852%
Interest rate swap expiration date	2026-05
2.8605% Interest Rate Contract [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Notional amount	$ 85,000,000.0
Average fixed interest rate	2.8605%
Interest rate swap expiration date	2026-05
3.0% Interest Rate Cap One [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Notional amount	$ 200,000,000.0
Interest rate swap expiration date	2026-05
Interest rate	3.00%
3.0% Interest Rate Cap Two [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Notional amount	$ 175,000,000.0
Interest rate swap expiration date	2026-05
Interest rate	3.00%
2.938% Interest Rate Contract [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Notional amount			$ 300,000,000.0
Average fixed interest rate			2.938%
Interest rate swap expiration date			2023-06
2.275% Interest Rate Contract [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Notional amount		$ 89,000,000.0
Average fixed interest rate		2.275%
Interest rate swap expiration date		2024-03
2.244% Interest Rate Contract [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Notional amount		$ 89,000,000.0
Average fixed interest rate		2.244%
Interest rate swap expiration date		2024-03
2.328% Interest Rate Contract [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Notional amount		$ 89,000,000.0
Average fixed interest rate		2.328%
Interest rate swap expiration date		2024-03

XML

Financial Instruments and Fair Value Measurements - Schedule of Fair Value of Interest rate Swaps and Interest Rate Caps are Recorded in Condensed Consolidated Balance Sheets (Details) - Cash Flow Hedging [Member] - Estimate of Fair Value, Fair Value Disclosure [Member] $ in Millions	Jun. 30, 2022 USD ($)
Interest Rate Swap [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Interest Rate Swap Assets, Current	$ 0.3
Interest Rate Liability, Noncurrent	1.7
Interest Rate Swap [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Interest Rate Swap Assets, Current	0.0
Interest Rate Liability, Noncurrent	0.0
Interest Rate Swap [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Interest Rate Swap Assets, Current	0.3
Interest Rate Liability, Noncurrent	1.7
Interest Rate Swap [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Interest Rate Swap Assets, Current	0.0
Interest Rate Liability, Noncurrent	0.0
Interest Rate Cap [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Interest Rate Liability, Noncurrent	7.9
Interest Rate Cap Liability, Current	2.1
Interest Rate Cap [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Interest Rate Liability, Noncurrent	0.0
Interest Rate Cap Liability, Current	0.0
Interest Rate Cap [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Interest Rate Liability, Noncurrent	7.9
Interest Rate Cap Liability, Current	2.1
Interest Rate Cap [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Interest Rate Liability, Noncurrent	0.0
Interest Rate Cap Liability, Current	$ 0.0

XML

Financial Instruments and Fair Value Measurements - Schedule of Summarizes the Location of Losses in the Condensed Consolidated Statements of Operations in Addition to the Derivative Contract Type (Details) - Cash Flow Hedging [Member] - Other (Income) Expense, Net [Member] - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Interest Rate Swap [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Interest Rate	$ 1.9	$ 1.9
Interest Rate Cap [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Interest Rate	$ 10.3	$ 10.3

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Financial Instruments and Fair Value Measurements - Amount of Gains Recognized in Accumulated Other Comprehensive Income ("AOCI") Net of Reclassification into Earnings (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Cash Flow Hedging [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Interest Rate Swap	$ 2.2	$ 5.3

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Financial Instruments and Fair Value Measurements - Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Cash Flow Hedging [Member] | Interest Expense
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Interest Rate	$ (2.3)	$ (4.6)

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Financial Instruments and Fair Value Measurements - Schedule of Carrying and Fair Values by Balance Sheet Grouping (Details) - USD ($) $ in Millions		Jun. 30, 2022	Dec. 31, 2021
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Long-term debt, including current portion	[1]	$ 1,535.9	$ 1,443.0
Other financing arrangements		51.6	53.1
Estimate of Fair Value, Fair Value Disclosure [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Long-term debt, including current portion	[1]	1,482.5	1,443.0
Other financing arrangements		$ 45.3	$ 51.7

[1] Excludes finance leases, other financing arrangements and note issuance costs.

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Pension and Postretirement Plans - Narrative (Details)	6 Months Ended
	Jun. 30, 2022 USD ($) Plan	Jun. 30, 2021 USD ($)
Cincinnati Plans [Member]
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Number of noncontributory defined benefit pension plans | Plan	3
Pension Plans, Defined Benefit [Member] | Qualified Plan [Member]
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Contributions to pension plans	$ 0	$ 800,000
Expected future employer contributions, next fiscal year	0
Pension Plans, Defined Benefit [Member] | Nonqualified Plan [Member]
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Contributions to pension plans	1,000,000.0	1,200,000
Expected future employer contributions, next fiscal year	3,000,000
Pension Plans, Defined Benefit [Member] | Hawaii Plans [Member]
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Decrease in benefit obligations	5,400,000	6,700,000
Settlements	5,400,000	6,700,000
Other Postretirement Benefits Plan [Member]
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Expected future employer contributions, next fiscal year	7,000,000
Contributions to postretirement plans	$ 3,200,000	$ 3,100,000

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Pension and Postretirement Plans - Schedule of Pension and Postretirement Costs (Benefits) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Pension Plans, Defined Benefit [Member]
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	$ 0.0	$ 0.0	$ 0.0	$ 0.0
Other components of pension and postretirement benefit plans expense:
Interest cost on projected benefit obligation	3.8	3.7	7.7	7.5
Expected return on plan assets	(7.1)	(7.2)	(14.3)	(14.7)
Amortization of:
Prior service benefit	0.0	0.0	0.0	0.0
Actuarial loss	0.0	5.2	0.0	11.5
Pension / postretirement (benefit) cost	(3.3)	1.7	(6.6)	4.3
Other Postretirement Benefits Plan [Member]
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	0.1	0.1	0.2	0.2
Other components of pension and postretirement benefit plans expense:
Interest cost on projected benefit obligation	0.7	0.7	1.4	1.3
Expected return on plan assets	0.0	0.0	0.0	0.0
Amortization of:
Prior service benefit	0.0	(0.7)	0.0	(1.3)
Actuarial loss	0.0	0.0	0.0	0.0
Pension / postretirement (benefit) cost	$ 0.8	$ 0.1	$ 1.6	$ 0.2

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Shareowners' Equity (Deficit) - Narrative (Details) - USD ($)	Sep. 07, 2021	Jun. 30, 2022	Dec. 31, 2021	Oct. 18, 2021
Class Of Stock [Line Items]
Common stock, shares authorized				96,000,000
Common stock, par value				$ 0.01
Red Fiber Parent LLC [Member]
Class Of Stock [Line Items]
Common shares price per share as stock consideration	$ 15.50
Preferred stock redemption percentage	6.75%
Preferred stock redemption price per Depositary Share	$ 50
Preferred stock redemption preference per redemption percentage	$ 1,000
Preferred Stock, Dividend Rate, Percentage	6.75%
Common stock, shares authorized				100
Common stock, par value				$ 0.01
Common Stock Shares Issued		100	100

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Shareowners' Equity (Deficit) - Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward]
Beginning balance		$ 3.0	$ (151.9)	$ 1.2	$ (159.7)
Net (loss) gain arising from remeasurement during the period, net of tax of ($0.4), $1.8, ($0.4), $1.8		(1.3)	6.0	(1.3)	6.0
Reclassifications, net			5.2		11.4
Unrealized gain (loss) on cash flow hedges arising during the period, net		0.0	(0.1)	0.0	0.5
Foreign currency translation (loss) gain		(3.1)	1.6	(1.3)	2.6
Ending balance		(1.4)	(139.2)	(1.4)	(139.2)
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward]
Beginning balance		2.6	(134.4)	2.6	(138.8)
Net (loss) gain arising from remeasurement during the period, net of tax of ($0.4), $1.8, ($0.4), $1.8		(1.3)	6.0	(1.3)	6.0
Reclassifications, net	[1]		3.5		7.9
Unrealized gain (loss) on cash flow hedges arising during the period, net			0.0		0.0
Foreign currency translation (loss) gain		0.0	0.0	0.0	0.0
Ending balance		1.3	(124.9)	1.3	(124.9)
Accumulated Gain (Loss), Cash Flow Hedge, Including Noncontrolling Interest
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward]
Beginning balance		0.0	(17.3)	0.0	(19.7)
Net (loss) gain arising from remeasurement during the period, net of tax of ($0.4), $1.8, ($0.4), $1.8		0.0	0.0	0.0	0.0
Reclassifications, net	[2]		1.7		3.5
Unrealized gain (loss) on cash flow hedges arising during the period, net	[3]		(0.1)		0.5
Foreign currency translation (loss) gain		0.0	0.0	0.0	0.0
Ending balance		0.0	(15.7)	0.0	(15.7)
Accumulated Foreign Currency Adjustment Attributable to Parent [Member]
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward]
Beginning balance		0.4	(0.2)	(1.4)	(1.2)
Net (loss) gain arising from remeasurement during the period, net of tax of ($0.4), $1.8, ($0.4), $1.8		0.0	0.0	0.0	0.0
Reclassifications, net			0.0		0.0
Unrealized gain (loss) on cash flow hedges arising during the period, net			0.0		0.0
Foreign currency translation (loss) gain		(3.1)	1.6	(1.3)	2.6
Ending balance		$ (2.7)	$ 1.4	$ (2.7)	$ 1.4

[1] These reclassifications are included in the other components of net periodic pension and postretirement benefit plans expense and represent amortization of prior service benefit and actuarial loss, net of tax. The other components of net periodic pension and postretirement benefit plans expense are recorded in "Other components of pension and postretirement benefit plans (benefit) expense" on the Condensed Consolidated Statements of Operations. See Note 8 for further disclosures.

[2] These reclassifications are reported within "Interest expense" on the Condensed Consolidated Statements of Operations when the hedged transactions impact earnings.

[3] The unrealized (loss) gain, net on cash flow hedges represents the change in the fair value of the derivative instruments that occurred during the period, net of tax.

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Business Segment Information - Narrative (Details)	6 Months Ended
	Jun. 30, 2022 Segment
Segment Reporting [Abstract]
Number of operating segments	2

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Business Segment Information - Selected Financial Data for the Company's Business Segment Information (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Segment Reporting Information [Line Items]
Revenue		$ 439.5	$ 414.2	$ 875.3	$ 824.1
Operating (loss) income		(32.4)	30.4	(47.4)	63.0
Expenditures for long-lived assets	[1]	178.2	59.0	266.0	119.7
Depreciation and amortization		130.1	71.8	249.6	142.8
Total assets		4,208.3		4,208.3		$ 4,198.8
Operating Segments | Network [Member]
Segment Reporting Information [Line Items]
Revenue		247.0	241.0	490.5	483.8
Operating (loss) income		(18.9)	28.1	(22.0)	59.4
Expenditures for long-lived assets	[1]	171.1	52.8	252.6	107.8
Depreciation and amortization		103.4	61.6	196.8	122.4
Total assets		3,073.2		3,073.2		2,949.2
Operating Segments | IT Services and Hardware [Member]
Segment Reporting Information [Line Items]
Revenue		199.0	179.9	397.8	353.7
Operating (loss) income		(5.1)	7.6	(10.0)	16.2
Expenditures for long-lived assets	[1]	7.1	6.2	13.4	11.9
Depreciation and amortization		26.6	10.2	52.6	20.3
Total assets		794.4		794.4		842.0
Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Revenue		(6.5)	(6.7)	(13.0)	(13.4)
Intersegment Eliminations [Member] | Sales [Member]
Segment Reporting Information [Line Items]
Revenue		6.5	6.7	13.0	13.4
Intersegment Eliminations [Member] | Network [Member]
Segment Reporting Information [Line Items]
Revenue		4.8	4.9	9.7	9.7
Intersegment Eliminations [Member] | IT Services and Hardware [Member]
Segment Reporting Information [Line Items]
Revenue		1.7	1.8	3.3	3.7
Corporate [Member]
Segment Reporting Information [Line Items]
Operating (loss) income		(8.4)	(5.3)	(15.4)	(12.6)
Depreciation and amortization		0.1	$ 0.0	0.2	$ 0.1
Corporate and Elimination [Member]
Segment Reporting Information [Line Items]
Total assets		$ 340.7		$ 340.7		$ 407.6

[1] Includes cost of Agile acquisition