SUPPLEMENTAL INDENTURE NO. 1 TO BASE INDENTURE

Exhibit 4.1

SUPPLEMENTAL INDENTURE NO. 1 TO BASE INDENTURE

This Supplemental Indenture No. 1, dated as of July 1, 2024 (this “Supplement”), is by and among FRONTIER ISSUER LLC, a Delaware limited liability company (the “Issuer”), FRONTIER DALLAS TX FIBER 1 LLC, a Delaware limited liability company (“AssetCo,” and together with the Issuer, the “Obligors”), and CITIBANK, N.A., a national banking association, as indenture trustee (in such capacity, the “Indenture Trustee”), pursuant to the Base Indenture, dated as of August 8, 2023, by and among the Obligors and Citibank, N.A., as Indenture Trustee (the “Existing Base Indenture”).

RECITALS

WHEREAS, Section 13.01 of the Existing Base Indenture provides, among other things, that the Issuer and the Indenture Trustee, may at any time, and from time to time, make certain amendments, waivers and other modifications to the Existing Base Indenture, certain of which are of the type set forth in this Supplement;

WHEREAS, Section 13.01 of the Existing Base Indenture also provides that, in connection with such amendments, waivers or other modifications, the Indenture Trustee shall first have received a certificate of an Executive Officer of the Issuer to the effect that such amendments, waivers or other modifications do not diminish any rights, indemnifications, immunities, protections or remedies or increase any liabilities, duties or obligations of the Servicer or the Back- Up Manager unless the Servicer or the Back-Up Manager, respectively, has consented thereto;

WHEREAS, each of the Servicer and the Back-Up Manager, by its execution of the Omnibus Amendment and Reaffirmation Agreement, dated as of the date hereof, by and among the Obligors, Frontier SPE Guarantor LLC, a Delaware limited liability company (the “Guarantor”), Frontier Communications Holdings, LLC, a Delaware limited liability company (the “Manager”), the Servicer, the Back-Up Manager, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, Barclays Bank PLC and the Indenture Trustee, consents to the amendments herein to the extent required under the Transaction Documents;

WHEREAS, the Issuer desires to amend the Existing Base Indenture as set forth in this Supplement;

WHEREAS, the Issuer has authorized the execution and delivery of this Supplement; and

WHEREAS, the Issuer has delivered to the Servicer and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel that the execution of this Supplement is authorized or permitted by the Existing Base Indenture and that all conditions precedent to the execution and delivery of this Supplement have been satisfied pursuant to Article XIII of the Existing Base Indenture.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplement hereby agree as follows:

Section 1.1 Amendments to the Existing Base Indenture. The Existing Base Indenture is hereby amended by (a) deleting the stricken text in red (indicated textually in the same manner

as the following example: stricken text) and (b) inserting the double-underlined text in blue (indicated textually in the same manner as the following example: double-underlined text), in each case, in the Base Indenture attached as Exhibit A to this Supplement (the “Base Indenture”).

Section 1.2 Capitalized Terms. Capitalized terms used and not otherwise defined herein have the meanings set forth or incorporated by reference in the Base Indenture.

Section 1.3 Matters relating to the Indenture Trustee. The Indenture Trustee makes no representations or warranties as to the correctness of the recitals contained herein, which shall be taken as statements of the Issuer, or the validity or sufficiency of this Supplement and the Indenture Trustee shall not be accountable for, or with respect to, nor shall the Indenture Trustee have any responsibility for, the provisions thereof. In entering into this Supplement, the Indenture Trustee shall have all of the rights, powers, duties and obligations of the Indenture Trustee under the Existing Base Indenture and any other Transaction Documents to which the Indenture Trustee is party and, for the avoidance of doubt, shall be entitled to the benefit of every provision thereunder relating to the conduct of or affecting the liability of or affording protection to the Indenture Trustee.

Section 1.4 Miscellaneous. This Supplement is governed by and shall be construed in accordance with the laws of the State of New York. This Supplement may be executed (by electronic mail, facsimile or otherwise) in any number of counterparts, all of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 1.5 Electronic Signatures and Transmission. For purposes of this Supplement, any reference to “written” or “in writing” means any form of written communication, including, without limitation, electronic signatures, and any such written communication may be transmitted by Electronic Transmission. “Electronic Transmission” means any form of communication not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. The Indenture Trustee is authorized to accept written instructions, directions, reports, notices or other communications delivered by Electronic Transmission and shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by Electronic Transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such Electronic Transmission, and the Indenture Trustee shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information to the Indenture Trustee, including, without limitation, the risk of the Indenture Trustee acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties (except to the extent such action results from gross negligence, willful misconduct or fraud by the Indenture Trustee). Any requirement in the Indenture that a document is to be signed or authenticated by “manual signature” or similar language shall not be deemed to prohibit signature to be by facsimile or electronic signature and shall not be deemed to prohibit delivery thereof by

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Electronic Transmission. Notwithstanding anything to the contrary in this Supplement, any and all communications (both text and attachments) by or from the Indenture Trustee that the Indenture Trustee in its sole discretion deems to contain confidential, proprietary and/or sensitive information and sent by Electronic Transmission will be encrypted. The recipient of the Electronic Transmission will be required to complete a one-time registration process.

[Signature Page Follows]

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IN WITNESS WHEREOF, each of the Obligors and the Indenture Trustee have caused this Supplement to be duly executed by its respective duly authorized officer as of the day and year first written above.

Frontier 2024-1 - Signature Page to Supplemental Indenture No. 1

Frontier 2024-1 - Signature Page to Supplemental Indenture No. 1

Exhibit A

[See attached.]

CONFORMED COPY INCLUDING SUPPLEMENTAL INDENTURE NO. 1

EXECUTION VERSION

BASE INDENTURE

among

FRONTIER ISSUER LLC

and

FRONTIER DALLAS TX FIBER 1 LLC,

as the Obligors

and

CITIBANK, N.A.

as the Indenture Trustee

dated as of August 8, 2023

Secured Fiber Network Revenue Notes

Table of Contents

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EXHIBITS

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SCHEDULES

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THIS BASE INDENTURE, dated as of August 8, 2023 (as amended, supplemented or otherwise modified and in effect from time to time, this “Base Indenture”), is entered into by and among (i) Frontier Issuer LLC, a Delaware limited liability company (the “Issuer”), (ii) Frontier Dallas TX Fiber 1 LLC ( “AssetCo,” and together with any additional direct or indirect subsidiary of the Issuer that is acquired or formed following the Series 2023-1 Closing Date, the “Asset Entities”, and together with the Issuer, the “Obligors”) and (iii) Citibank, N.A., as indenture trustee and not in its individual capacity and any successor thereto (in such capacity, the “Indenture Trustee”).

RECITALS

WHEREAS, the Issuer has duly authorized the execution and delivery of this Base Indenture to provide for the issuance of one or more series of Secured Fiber Network Revenue Notes as provided herein;

WHEREAS, all covenants and agreements made by the Obligors herein are for the benefit of the Indenture Trustee, acting on behalf of the Secured Parties;

WHEREAS, the Obligors are entering into this Base Indenture, and the Indenture Trustee is accepting the Notes issued hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged;

WHEREAS, Notes issued pursuant to this Base Indenture will be issued as part of a Series and as part of a Class as provided in this Base Indenture and the related Series Supplement.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Obligors and the Indenture Trustee agree as follows:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions. Except as otherwise specified in this Base Indenture or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Base Indenture and each Series Supplement (including in the recitals hereto). In the event of a definitional conflict between this Base Indenture and a Series Supplement, the definition contained in the Series Supplement shall control.

“2024-1 Omnibus Transfer Agreement” shall mean the Omnibus Transfer Agreement, dated as of the Series 2024-1 Closing Date, by and among Frontier Communications of America, Inc., Citizens Telecom Services Company L.L.C., Frontier Communications ILEC Holdings LLC, Citizens Newtel, LLC, Frontier Communications Holdings, LLC, Frontier Southwest Incorporated, Frontier Securitization Holdco LLC, the Guarantor, the Obligors and InfraCo.

“30/360 Basis” shall mean on the basis of a 360-day year consisting of twelve 30-day months.

“Access Agreements” means (i) the Amended and Restated Access Agreement, dated as of the Series ▇▇▇▇▇-▇▇▇▇-▇ Closing Date, by and between the Manager and AssetCo, and (ii) the Amended and Restated Access Agreement, dated as of the Series ▇▇▇▇-▇▇▇▇▇-▇ Closing Date, by and between the Manager and InfraCo, each as amended, restated, supplemented or otherwise modified from time to time.

“Account Collateral” shall mean all of the Obligors’ right, title and interest in and to the Accounts, the Reserves, all monies and amounts which may from time to time be on deposit therein, all monies, checks, notes, instruments, documents, deposits, and credits from time to time in the possession of the Indenture Trustee (or the Servicer on its behalf) representing or evidencing such Accounts and Reserves and all earnings and investments held therein and proceeds thereof; provided, that any Prefunding Account will only secure the related Classes of Notes as set forth in the applicable Series Supplement.

“Account Control Agreement” shall have the meaning ascribed to it in the Cash Management Agreement.

“Accounts” shall mean, collectively, the Control Accounts, the Collection Account, the Insurance Proceeds Account, any Prefunding Account, the Reserve Accounts and any other accounts pledged to the Indenture Trustee pursuant to this Base Indenture or any other Transaction Document. For the avoidance of doubt, the Accounts do not include the Frontier Accounts.

“Accrued Note Interest” shall mean the interest accrued on each Class of each Series of Notes for each Payment Date during each Interest Accrual Period at the applicable Note Rate (x) with respect to any Variable Funding Notes, on the daily average Class Principal Balance of the Variable Funding Notes of such Class and Series during such Interest Accrual Period and (y) with respect to any Class and Series of Term Notes, on the Class Principal Balance of such Term Notes immediately prior to the related Payment Date. Accrued Note Interest for any Class and Series of Term Notes shall be calculated on a 30/360 Basis. Accrued Note Interest for any Class and Series of Variable Funding Notes shall be calculated on the basis set forth in the Series Supplement and/or the Variable Funding Note Purchase Agreement for such Series. Any Accrued Note Interest that is not paid when due shall accrue interest at the applicable Note Rate.

“Act” shall have the meaning ascribed to it in Section 15.03(a).

“Additional Asset Entity” shall mean a limited liability company, partnership or other entity that (i) owns one or more Fiber Networks and (ii) 100% of the Equity Interests in which are, directly or indirectly, contributed to, acquired by or otherwise owned by the Issuer after the Series 2023-1 Closing Date as provided in, and meeting the requirements of, Section 2.12(a).

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“Additional Asset Entity Fiber Network” shall mean the Fiber Network(s) related to Additional Asset Entity Fiber Network Assets.

“Additional Asset Entity Fiber Network Assets” shall mean Fiber Network Assets owned by an Additional Asset Entity.

“Additional Fiber Network Acquisition Date” shall mean the date on which any additional Fiber Networks or Additional Asset Entity Fiber Networks are acquired by the Issuer or any Asset Entity.

“Additional Notes” shall have the meaning ascribed to it in Section 2.12(c).

“Additional Principal Payment Amount” shall mean, with respect to each Payment Date when none of a Rapid Amortization Period, a Cash Sweep Period or a Post-ARD Period is in effect and no acceleration of the maturity of the Notes has occurred following the occurrence and continuation of an Event of Default, the amount (excluding the Monthly Amortization Amount, if any, for the Notes of any Series) required to be applied pursuant hereto as a mandatory prepayment of principal of the Notes on such date from funds received (i) in connection with certain casualty or condemnation events in accordance with Section 7.06(b) and (ii) in connection with certain Fiber Network Asset dispositions in an amount equal to the Release Price in accordance with Section 7.29. With respect to any Class of revolving Variable Funding Notes, payment of any Additional Principal Payment Amount may be waived with the consent of all Noteholders of such Class of Variable Funding Notes, in the sole discretion of each such Noteholder.

“Additional Securitization Expenses” shall mean (i) reimbursements of expenses and indemnification payments to the Indenture Trustee, the Back-Up Manager and certain persons related to them as described under the Transaction Documents; (ii) expenses, reimbursements and indemnification payments payable to the Servicer and certain persons related to it as described under the Servicing Agreement and other Transaction Documents; (iii) all costs and expenses incurred by a Successor Manager or Interim Successor Manager in connection with the termination, removal and/or replacement of the Manager under the Management Agreement; (iv) any other costs, expenses or liabilities not specifically enumerated in the Priority of Payments that are required to be borne by any of the Obligors or paid from amounts in the Collection Account pursuant to the Transaction Documents and (v) payments to the Manager as provided in Sections 9 and 18(f) of the Management Agreement and reimbursements to the Manager for any rating agency fees paid by it on behalf of the Obligors; provided, that Additional Securitization Expenses shall not include any other amounts payable to the Manager.

“Affiliate” shall mean, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

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“Aggregate Annualized Run Rate Revenue” means, as of any Determination Date, (i) the Annualized Run Rate Revenue plus (ii) any Retained Collections Contributions in accordance with Section 2.12(b) minus (iii) the amount, if any, by which actual costs of goods sold expense of the Asset Entities over the immediately preceding twelve (12) calendar month period (or, if twelve months have not elapsed since the Series 2023-1 Closing Date, such shorter period that has elapsed since the Series 2023-1 Closing Date) exceeds the Management Fees payable during such period.

“Allocated Note Amount” shall mean, with respect to any Fiber Network Assets being replaced or otherwise disposed of, the product of (a) the percentage equivalent of a fraction, (i) the numerator of which is the excess, if any, of (x) the Aggregate Annualized Run Rate Revenue for the Determination Date immediately prior to giving effect to such replacement or other disposition over (y) the pro forma Aggregate Annualized Run Rate Revenue for such date after giving effect to such replacement or other disposition and (ii) the denominator of which is the Aggregate Annualized Run Rate Revenue for the Determination Date immediately prior to giving effect to such replacement or other disposition and (b) the aggregate outstanding principal amount of the Notes on such date of such disposition.

“Annualized Run Rate Revenue” shall mean, for the Obligors, as of any Determination Date, an amount equal to (a) the excess of (i) Retained Collections for such calendar month and the prior two calendar months (for the purpose of this calculation, (x) Retained Collections of $37,834,173.14 for June 2023 and $37,762,610.30 for July 202341,257,328.55 for April 2024 and $41,226,425.96 for May 2024 will be assumed and (y) Retained Collections for August 2023June 2024 will be adjusted to reflect the Manager’s good faith estimate (in accordance with the Operation Standards) of what Retained Collections would have been for the portion of such month occurring prior to the Series ▇▇▇▇-▇▇▇▇▇-▇ Closing Date, if the closing date of the Series ▇▇▇▇-▇▇▇▇▇-▇ Notes had been AugustJune 1, 20232024) over (ii) the Management Fee for such calendar month and the prior two calendar months (assuming for the purpose of this calculation, (x) a Management Fee of $17,418,547.22 for June 2023 and $17,346,246.10 for July 202318,370,339.61 for April 2024 and $18,327,616.00 for May 2024 and (y) a Management Fee for August 2023June 2024 as calculated assuming the closing date of the Series ▇▇▇▇-▇▇▇▇▇-▇ Notes had been AugustJune 1, 20232024) multiplied by (b) four.

“Anticipated Repayment Date”, with respect to each Series and Class of Notes, shall have the meaning ascribed to it in the Series Supplement (or with respect to a Class of Variable Funding Notes, the applicable Variable Funding Note Purchase Agreement) for such Series of Notes.

“Applicable Period” means (i) on the first and second Payment Dates, the next three calendar months, (ii) on the third and fourth Payment Dates, the next four calendar months, (iii) on the fifth Payment Date, the next five calendar months, and (iv) on, with respect to each Payment Date thereafter, the next six calendar months.

“Applicable Procedures” shall mean, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of the Depositary, Euroclear and Clearstream, as the case may be, for such Global Note, in each case to the extent applicable to such transaction and as in effect from time to time.

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“Applicable Rating Agency” shall mean, with respect to any Liquidity Reserve Letter of Credit, (i) Fitch, for so long as Fitch is a Rating Agency with respect to any outstanding Notes and (ii) any Rating Agency then rating the Series of Variable Funding Notes with respect to which such Liquidity Reserve Letter of Credit was issued.

“Asset Entities” shall have the meaning ascribed to it in the preamble hereto.

“Asset Entity Interests” shall have the meaning ascribed to it in Section 8.01(a).

“Assets” shall mean the assets of the Asset Entities.

“Authorized Officer” shall mean (i) any director, Member, manager, Executive Officer or other officer of the Issuer who is authorized to act for or on behalf of the Issuer in matters relating to the Issuer and (ii) for so long as the Management Agreement is in full force and effect, any officer of the Manager who is authorized to act for the Manager in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by the Issuer to the Indenture Trustee on the Closing Date (as such list may be modified and supplemented from time to time thereafter).

“Back-Up Management Agreement” shall mean the Back-Up Management and Consulting Agreement, dated as of the Series 2023-1 Closing Date, by and among the Manager, the Back-Up Manager, the Indenture Trustee and the Obligors.

“Back-Up Manager” shall have the meaning set forth in the Back-Up Management Agreement.

“Back-Up Manager Fee” shall have the meaning set forth in the Back-Up Management Agreement.

“Bankruptcy Code” shall mean Title 11 of the United States Code, as amended from time to time, and all rules and regulations promulgated thereunder.

“Base Indenture” shall have the meaning ascribed to it in the preamble hereto.

“Beneficial Owner” shall mean, with respect to any Series and Class of Term Notes, the owner of a beneficial interest in a Global Note of such Series and Class of Term Notes.

“Book-Entry Notes” shall mean any Note registered in the name of the Depositary or its nominee.

“Broadband Unit” shall mean each location of a Customer in the Contributed Neighborhoods whose Customer Agreement includes broadband services for such location; provided that each unit or apartment at a single address shall be deemed to be a separate location for purposes of this definition.

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“Business Contract” shall mean current and future agreements between an Asset Entity and a Business Customer.

“Business Customer” shall mean any large enterprise (including large multi-location companies, government entities, educational institutions and non-profits), small and medium business (including single or multi-location companies, mid-sized government entities, educational institutions and non-profits) and wholesale customer within the Contributed Neighborhoods.

“Business Day” shall mean any day other than (i) a Saturday, (ii) a Sunday, (iii) a day that is a legal holiday in the State of New York, (iv) a day that is a legal holiday in the State where the primary servicing office of the Servicer is located (which, in the case of Drivetrain Agency Services, LLC, as Servicer, is the State of New York), (v) a day that is a legal holiday in the State in which the Corporate Trust Office or the primary custodial office of the Indenture Trustee is located, or (vi) a day on which banking institutions are authorized to close under the laws of, or are in fact closed in, any such State.

“Cash Management Agreement” shall mean the Cash Management Agreement, dated as of the Series 2023-1 Closing Date, by and among the Obligors, the Indenture Trustee and the Manager.

“Cash Sweep DSCR” shall mean 1.30x.

“Cash Sweep Percentage” shall mean, as of any Payment Date:

(x) if a Cash Sweep Period is in effect pursuant to clause (I)(c) of the definition thereof and the DSCR as of the immediately preceding Determination Date is greater than the Cash Sweep DSCR and the Senior DSCR as of the immediately preceding Determination Date is greater than the Senior Cash Sweep DSCR, 50%;

(y) if a Cash Sweep Period is in effect pursuant to clause (I)(a), (b) or (c) of the definition thereof and the DSCR as of the immediately preceding Determination Date is less than or equal to the Cash Sweep DSCR or the Senior DSCR as of the immediately preceding Determination Date is less than or equal to the Senior Cash Sweep DSCR, 75%; and

(z) if a Cash Sweep Period is in effect pursuant to clause (I)(d) or (e) of the definition thereof, 100%.

“Cash Sweep Period” shall mean a period commencing as of any Payment Date if both:

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(b) the Senior DSCR as of the related Determination Date is less than or equal to the Senior Cash Sweep DSCR,

(c) a Cash Trap Period continues to exist for a period of more than 6 consecutive months,

(d) the Leverage Ratio as of the related Determination Date is greater than the Trigger Leverage Ratio, or

(e) for so long as the Series 2023-1 Term Notes are outstanding, as of the most recent Closing Date or most recent Additional Fiber Network Acquisition Date, both (a) the total Dallas Metropolitan Area Annualized Collections is greater than 25% of the product of (1) Collections (excluding any Excluded Amounts) for the Collection Period most recently ended and the prior two Collection Periods and (2) four, and (b) the Penetration Rate in the Dallas Metropolitan Area taken as a whole is less than 30%, and

andA Cash Sweep Period shall continue to exist until (1) in the case of a Cash Sweep Period pursuant to clause (I)(a) of this definition, the DSCR as of any Determination Date is greater than the Cash Sweep DSCR, (2) in the case of a Cash Sweep Period pursuant to clause (I)(b) of this definition, the Senior DSCR as of any Determination Date is greater than the Senior Cash Sweep DSCR, (3) in the case of a Cash Sweep Period pursuant to clause (I)(c) of this definition, the DSCR as of any Determination Date is greater than the Cash Sweep DSCR and the Senior DSCR as of such Determination Date is greater than the Senior Cash Sweep DSCR, (4) in the case of a Cash Sweep Period pursuant to clause (I)(d) of this definition, the Leverage Ratio as of any Determination Date is less than or equal to the Trigger Leverage Ratio, (5) in the case of any Cash Sweep Period, the commencement of a Rapid Amortization Period or Post-ARD Period or the acceleration of the maturity of the Notes has occurred following the occurrence and during the continuation of an Event of Default, or (6) in the case of a Cash Sweep Period pursuant to clause (I)(e) of this definition, if, either (a) as of the most recent Determination Date, the total Dallas Metropolitan Area Annualized Collections is less than or equal to 25% of the product of (1) Collections (excluding any Excluded Amounts) for the Collection Period most recently ended and the prior two Collection Periods and (2) four, or (b) as of the most recent Determination Date, the Penetration Rate in the Dallas Metropolitan Area taken as a whole is greater than or equal to 30%.

“Cash Trapping Percentage” shall mean (i) with respect to a Cash Trap Period pursuant to clauses (I)(a) or (b) of the definition thereof, 50% and (ii) with respect to a Cash Trap Period pursuant to clause (I)(c) of the definition thereof, 25%, it being understood that the Cash Trapping Percentage can never exceed 50%.

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“Cash Trap DSCR” shall mean 1.40x.

“Cash Trap Period” shall exist as of any Payment Date if:

“Cash Trap Reserve Account” shall mean the reserve account designated to accumulate cash during any Cash Trap Period, which would then be available to be used in accordance with Section 4.04.

“Claims” shall have the meaning ascribed to it in Section 7.04(a).

“Class” shall mean each class of Notes as designated under the related Series Supplement. Class A-1 Notes and Class A-2 Notes shall be treated as separate Classes of Notes except to the extent otherwise expressly set forth herein.

“Class A Leverage Ratio” shall mean the Leverage Ratio as calculated with clause (i) thereof equal to the aggregate outstanding principal balance of the Class A Notes.

“Class A Notes” shall mean all Notes issued under this Base Indenture and any related Series Supplement for which the alphabetical designation is “Class A.”

“Class A-1 Notes Maximum Principal Amount” shall mean, with respect to any Series of Variable Funding Notes, the aggregate maximum principal amount of such Series of Variable Funding Notes as identified in the applicable Series Supplement or Variable Funding Note Purchase Agreement as reduced by any permanent reductions of commitments with respect to such Series of Variable Funding Notes and any cancellations of repurchased Variable Funding Notes thereunder.

“Class B Notes” shall mean all Notes issued under this Base Indenture and any related Series Supplement for which the alphabetical designation is “Class B.”

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“Class C Notes” shall mean all Notes issued under this Base Indenture and any related Series Supplement for which the alphabetical designation is “Class C.”

“Class Principal Balance” shall mean, with respect to a Class of Notes as of any date of determination, the aggregate unpaid principal balance of all Outstanding Notes of such Class on such date; provided that, for purposes of determining voting and consent rights with respect to a Class of Variable Funding Notes as of any date of determination, “Class Principal Balance” shall mean the maximum committed principal amount of such Class on such date.

“Clearstream” shall mean Clearstream Banking, société anonyme, Luxembourg.

“Clearstream Participants” shall mean the participating organizations of Clearstream.

“Closing Date” shall mean, with respect to any Series of Notes, the date of issuance thereof pursuant to this Base Indenture and the related Series Supplement.

“Code” shall mean the United States Internal Revenue Code of 1986, as amended.

“Collateral” shall mean any property which is the subject of a Grant by an Obligor or the Guarantor in favor of the Indenture Trustee on behalf of the Secured Parties pursuant to any Transaction Document. Notwithstanding the foregoing, the Collateral shall exclude the Collateral Exclusions.

“Collateral Exclusions” shall mean the following property of the Obligors and the Guarantor: (i) any lease, sublease, license, or other contract or permit, in each case if the grant of a lien or security interest in any of the Obligors’ and the Guarantor’s right, title and interest in, to or under such lease, sublease, license, contract or permit (or any rights or interests thereunder) in the manner contemplated by hereunder (a) is prohibited by the terms of such lease, sublease, license, contract or permit (or any rights or interests thereunder) or would require consent of a third party (unless such consent has been obtained), (b) would constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the applicable Obligor or the Guarantor (as applicable) therein or (c) would otherwise result in a breach thereof or the termination or a right of termination thereof, except, in each case, to the extent that any such prohibition, breach, termination or right of termination is rendered ineffective pursuant to the Uniform Commercial Code or any other applicable law, (ii) the Excluded Amounts, and (iii) any amounts distributed to or at the direction of the Issuer pursuant to priority (xix) of the Priority of Payments; provided, that no amounts set forth in clause (iii) of this definition shall constitute “Collateral Exclusions” until actually distributed to any Person other than an Obligor or the Guarantor; provided, further, that any Prefunding Account or Yield Maintenance Reserve Account will only secure the related Classes of Notes as set forth in the applicable Series Supplement.

“Collection Account” shall have the meaning ascribed to it in Section 3.01(a).

“Collection Account Bank” shall have the meaning ascribed to it in Section 3.01(a).

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“Collection Account Control Agreement” shall mean the agreement, to be dated as of the Series 2023-1 Closing Date, among the Issuer, the Collection Account Bank, as securities intermediary, and the Indenture Trustee relating to the Collection Account.

“Collection Period” shall mean, with respect to any Payment Date, the calendar month immediately preceding the calendar month in which such Payment Date occurs or, with respect to the first Payment Date following the Series 2023-1 Closing Date, the period from and including the Series 2023-1 Closing Date to and including the last day of the calendar month immediately preceding the calendar month in which such Payment Date occurs.

“Collections” shall mean, with respect to each Collection Period, all amounts received by or for the account of (or in the case of automated clearing house (“ACH”) transactions, amounts remitted via ACH to or for the account of, but net of any such ACH remittances that are subsequently reversed by the transmitting bank) the Obligors with respect to the Fiber Network Assets, the Customer Agreements and related Customer Receivables and any other Collateral, in each case, during such Collection Period. For the avoidance of doubt, Collections that have been deposited in a Frontier Account or Control Account during a Collection Period but that are transferred to the Collection Account after the end of such Collection Period shall be deemed to be attributable to the Collection Period in which such Collections were deposited into such Frontier Account or Control Account. For the avoidance of doubt, amounts received in respect of the North Texas Area shall constitute Collections only on and after the Series 2024-1 Closing Date.

“Compliance Certificate” shall have the meaning ascribed to it in Section 7.02(a)(viii).

“Confirmation of Registration” shall mean, with respect to an Uncertificated

Note, a confirmation of registration, substantially in the form of Exhibit F attached hereto, provided to the owner thereof promptly after the registration of such Uncertificated Note in the Note Register by the Note Registrar.

“Consumer Contract” shall mean current and future agreements between an Asset Entity and a Consumer Customer.

“Consumer Customer” shall mean any residential customer within the Contributed Neighborhoods.

“Contingent Obligation” as applied to any Person, shall mean any direct or indirect contingent liability of that Person: (A) with respect to any indebtedness, lease, dividend or other obligation of another if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; (B) with respect to any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (C) under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement designed to protect against fluctuations in interest rates; or (D) under

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any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect that Person against fluctuations in currency values. Contingent Obligations shall include (i) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making (other than the Notes), discounting with recourse or sale with recourse by such Person of the obligation of another, (ii) the obligation to make take-or-pay or similar payments if required regardless of nonperformance by any other party or parties to an agreement, and (iii) any liability of such Person for the obligations of another through any agreement to purchase, repurchase or otherwise acquire any obligation or any property constituting security therefor, to provide funds for the payment or discharge of such obligation or to maintain the solvency, financial condition or any balance sheet item or level of income of another. The amount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed or otherwise supported or, if not a fixed and determined amount, the maximum amount so guaranteed.

“Continuing Notes” shall have the meaning ascribed to it in Section 2.12(c).

“Contractual Obligation” as applied to any Person, shall mean any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject, other than the Transaction Documents.

“Contributed Neighborhood Map” shall mean the map set forth on Schedule 2.12, as updated from time to time in accordance with Section 2.12(a)(v).

“Contributed Neighborhoods” shall mean, as of the Series ▇▇▇▇-▇▇▇▇▇-▇ Closing Date, the geographic areas represented by the Metro, North Central, and Twin City districts in the counties of Dallas, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, Denton, Wise, and Rockwall, Texas, as more specifically defined by the map set forth in Schedule 2.12defined by the Contributed Neighborhood Map, which consist of the Dallas Metropolitan Area contributed on the Series 2023-1 Closing Date and the North Texas Area contributed on the Series 2024-1 Closing Date; provided, that following the Series ▇▇▇▇-▇▇▇▇▇-▇ Closing Date, the “Contributed Neighborhoods” will be the foregoing geographic areas as modified in accordance herewith to reflect (i) any substitutions of Contributed Neighborhoods, (ii) any addition of a Contributed Neighborhood and (iii) any disposition of all of the Fiber Network Assets with respect to a Contributed Neighborhood.

“Contribution Agreement” shall mean each transfer agreement, contribution agreement or other similar agreement whereby an Asset Entity is assigned and/or contributed to the Issuer or Fiber Network Assets and/or other assets are assigned and/or contributed to an Asset Entity, including the Omnibus Transfer Agreement and the 2024-1 Omnibus Transfer Agreement.

“Control Accounts” shall mean those accounts maintained in the name of the Asset Entities or Issuer at banks other than the Collection Account Bank that are subject to Account Control Agreements and to the lien of the Indenture Trustee on behalf of the Secured Parties under the Indenture.

“Control Account Collections” shall have the meaning ascribed in Section 3.02.

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“Controlling Class” shall mean, as of any date of determination, the Class of Notes with the lowest alphanumerical designation, without regard to allocation to a particular Series, having a Class Principal Balance, disregarding any Notes held by Affiliates of the Obligors, which is at least 25% of the aggregate Initial Class Principal Balance of such Class (including, with respect to any Additional Notes of such Class, the initial principal balance of such Additional Notes); provided that if no Class of Notes has a Class Principal Balance that satisfies such condition, then the Controlling Class will be the Class of Notes then Outstanding with the lowest alphanumerical designation.

“Controlling Class Representative” shall have the meaning ascribed in Section 10.05(a).

“Corporate Trust Office” shall mean (i) the primary corporate trust office of the Indenture Trustee (a) for Note transfer purposes and presentment of the Notes for final payment thereon, Citibank, N.A., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention—Securities Window, Frontier Issuer LLC, Series 2023-1 and (b) for all other purposes, Citibank, N.A., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Agency & Trust – Frontier Issuer LLC, call: (▇▇▇) ▇▇▇-▇▇▇▇ to obtain Citibank, N.A. account manager’s email address, or such other address as the Indenture Trustee may designate from time to time by notice to the Holders, each Rating Agency and the Issuer or (ii) the principal corporate trust office of any successor Indenture Trustee.

“CP Rate” shall have the meaning, with respect to any Series of Variable Funding Notes, ascribed to it in the applicable Variable Funding Note Purchase Agreement.

“Customer” shall mean any Consumer Customer or Business Customer.

“Customer Agreement” shall mean the Consumer Contracts and Business Contracts, in each case to the extent relating to the provision of Services delivered to locations within the Contributed Neighborhoods to Customers.

“Customer Receivables” shall mean accounts receivable in connection with any Customer Agreement.

“Dallas Metropolitan Area” shall mean the Contributed Neighborhoods as of the Series 2023-1 Closing Date., consisting of the geographic areas represented by the Metro, North Central, and Twin City districts in the counties of Dallas, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, Denton, Wise, and Rockwall, Texas, collectively identified as the “Dallas Metropolitan Area” on the Contributed Neighborhood Map.

“Dallas Metropolitan Area Annualized Collections” shall mean, for the Obligors, as of the last day of any Collection Period, an amount equal to (a) Collections (excluding any Excluded Amounts) attributable to the Dallas Metropolitan Area for such Collection Period and the prior two Collection Periods, multiplied by (b) four.

“Debt Service Coverage Ratio” or “DSCR” shall mean, as of any Determination Date, the ratio of:

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(i) the Aggregate Annualized Run Rate Revenue as of such date to

(ii) the sum of

(a) the amount of interest that the Issuer will be required to pay on the Class A Notes (other than any Variable Funding Notes) and Class B Notes over the immediately succeeding twelve (12) Payment Dates on the aggregate principal balance of such Notes Outstanding as of such Determination Date,

(b) with respect to any Variable Funding Notes, the Manager’s good faith estimate of any interest, any commitment fees, Letter of Credit Fees and administrative expenses that the Issuer will be required to pay over the succeeding twelve (12) Payment Dates (provided, that the Manager’s estimate shall not assume that any principal payments will be made with respect to the Variable Funding Notes unless, at the time of such estimate, the Issuer or its Affiliates have sufficient cash or available credit facility commitments to consummate such principal payments),

(c) the sum of the following for each Series of Class C Notes: the Note Rate for such Series of Class C Notes multiplied by the Class Principal Balance of such Class C Notes Outstanding as of such Determination Date, and

(d) without duplication, the annualized Indenture Trustee Fee, Back-Up Manager Fee, rating agency fees, and Servicing Fees, and fees due to the independent managers of the Obligors and the Guarantor, as calculated on such Determination Date;

provided as of any date during the Prefunding Period for a Series (if any), interest payable with respect to the Classes of Notes of that Series for which a portion of the net proceeds are reserved in a Prefunding Account, shall be calculated net of amounts in the Yield Maintenance Reserve Account with respect to that Series for each Payment Date during such Prefunding Period.

For the purposes of calculating the DSCR, it is assumed that the base rate, SOFR rate or CP Rate for the related Interest Accrual Periods with respect to any Series of Variable Funding Notes will be equal to the then-current base rate, SOFR rate or CP Rate, as applicable, as determined in accordance with the related Variable Funding Note Purchase Agreement.

“Default” shall mean any event, occurrence or circumstance that, with notice or the lapse of time or both, would become an Event of Default.

“Defeasance Date” shall have the meaning ascribed to it in Section 2.11(a).

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“Deferred Post-ARD Additional Interest” shall have the meaning ascribed to it in Section 2.10.

“Definitive Notes” shall have the meaning ascribed to it in Section 2.01(b)(i).

“Definitive Term Notes” shall have the meaning ascribed to it in Section 2.01(b)(i).

“Definitive Variable Funding Notes” shall have the meaning ascribed to it in Section 2.01(a)(i).

“Depositary” and “DTC” shall mean The Depository Trust Company, or any successor Depositary hereafter named as contemplated by Section 2.03(c).

“Determination Date” shall mean the last day of any Collection Period.

“Direction Letter” shall have the meaning set forth in Section 3.02.

“Disposition Conditions” shall have the meaning ascribed to it in Section 7.29(c).

“DTC Custodian” shall mean the Indenture Trustee, in its capacity as custodian of any Series or Class of Global Notes for DTC.

“DTC Participant” shall mean a broker, dealer, bank or other financial institution or other Person for whom from time to time DTC effects book-entry transfers and pledges of securities deposited with DTC.

“Eligible Account” shall mean a separate and identifiable account from all other funds held by the holding institution, which account is either (i) an account maintained with an Eligible Bank or (ii) a segregated trust account maintained by a corporate trust department of a federal depositary institution or a state chartered depositary institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulations §9.10(b), which institution, in either case, has a combined capital and surplus of at least $100,000,000 and either has corporate trust powers and is acting in its fiduciary capacity or for which a Rating Agency Confirmation has been received and which institution’s long-term debt obligations are rated at least “BBB” by Fitch (or its equivalent from at least one NRSRO if Fitch is not a Rating Agency for any Series of Notes) or short-term debt obligations are rated at least “F3” by Fitch (or its equivalent from at least one NRSRO if Fitch is not a Rating Agency for any Series of Notes); provided that, if any Account ceases to be an Eligible Account, the Issuer shall establish a new Account that is an Eligible Account in accordance with the requirements of the Cash Management Agreement.

“Eligible Bank” shall mean a bank that satisfies the Rating Criteria.

“Eligible L/C Provider” shall mean a Person issuing a Liquidity Reserve Letter of Credit which is a U.S. commercial bank that has (i) a short-term issuer default rating of not less than “F2” (or then equivalent grade) from the Applicable Rating Agency and (ii) a long-term unsecured debt rating of not less than “BBB” (or then equivalent grade) from the Applicable Rating Agency.

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“Employee Benefit Plan” shall mean any employee pension benefit plan within the meaning of Section 3(3) of ERISA (excluding any Multiemployer Plan) which is subject to Title IV of ERISA or to Section 412 of the Code.

“Environmental Laws” shall mean all present and future statutes, ordinances, codes, orders, decrees, laws, rules or regulations of any Governmental Authority pertaining to or imposing liability or standards of conduct concerning environmental protection (including regulations concerning health and safety to the extent relating to human exposure to Hazardous Materials), contamination or clean-up or the handling, generation, release or storage of Hazardous Material affecting the Fiber Networks including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act, as amended, the Emergency Planning and Community Right-to-Know Act of 1986, as amended, the Hazardous Substances Transportation Act, as amended, the Solid Waste Disposal Act, as amended, the Clean Water Act, as amended, the Clean Air Act, as amended, the Toxic Substances Control Act, as amended, the Safe Drinking Water Act, as amended, the Occupational Safety and Health Act, as amended (to the extent relating to human exposure to Hazardous Materials), any statutes allowing the imposition of an environmental “superlien” to recover costs incurred by federal, state, provincial or territorial agencies for remediation of property contaminated by Hazardous Materials and other applicable environmental clean-up statutes and all regulations adopted in respect of the foregoing laws whether now or hereafter in effect, but excluding any historic preservation or similar laws of any Governmental Authority relating to historical resources and historic preservation not related to (i) protection of the environment or (ii) Hazardous Materials.

“Equity Interests” shall mean, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents, including membership interests (however designated, whether voting or non-voting) of the equity of such Person, including, if such person is a partnership, partnership interests (whether general or limited), if such Person is a limited liability company, membership interests, and, if such Person is a trust, all beneficial interests therein, and shall also include any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of property of, such corporation, partnership, limited liability company or trust, whether outstanding on the date hereof or issued on or after the date hereof (in each case, other than noneconomic special membership interests or shares granted or issued to independent directors or managers).

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” shall mean, in relation to any Person, any other Person treated as a single employer with the first Person, within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

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“Euroclear” shall mean the Euroclear System.

“Euroclear Participants” shall mean participants of Euroclear.

“Event of Default” shall have the meaning ascribed to it in Section 10.01.

“Excepted Dispositions” shall mean dispositions of Fiber Network Assets or Asset Entities in any of the following circumstances: (i) dispositions in connection with a payment in full of the outstanding principal amount of all Notes, provided that the Servicer, the Indenture Trustee and the Back-Up Manager have been paid all outstanding unpaid Additional Securitization Expenses and all other unpaid fees, expenses and indemnities to the extent then due and payable to the Servicer, the Indenture Trustee and the Back-Up Manager under the Transaction Documents; (ii) dispositions of Fiber Network Assets in accordance with prudent business practices and the terms hereof with a value less than $5,000,000 in the aggregate following the Series 2023-1 Closing Date (which amount may be increased with Rating Agency Confirmation); provided that if the Notes are Specially Serviced Notes, the Servicer must consent thereto; (iii) dispositions of Fiber Network Assets with Rating Agency Confirmation; (iv) dispositions of obsolete, surplus or worn out property, including all copper cable and other copper network infrastructure, in each case, that would not have an adverse impact on (x) the amount of Retained Collections in any following Collection Period or (y) the functionality of the non-copper Fiber Networks; (v) the disposition of equipment or real property to the extent that (x) such property is exchanged for credit against the purchase price or other payment obligations in respect of similar replacement property or other Fiber Network Assets or (y) the proceeds thereof are applied to the purchase price of such replacement property or other Fiber Network Assets in accordance with the provisions herein; (vi) transfers of property of an Obligor to another Obligor; (vii) involuntary transfers or losses of property due to condemnation or casualty events, the proceeds from which shall be applied in accordance with Section 7.06 hereof; or (viii) substitutions of Contributed Neighborhoods and all related Fiber Network Assets and Customer Agreements as described in Section 7.33.

“Excluded Amounts” shall mean (a) amounts paid by Customers with respect to networks or other assets that are not included in the Collateral, (b) cash capital contributions made by or on behalf of any Non-Securitization Entity to the Guarantor or any of the Obligors designated by the Manager as “Excluded Amounts” for application in the manner designated by the Manager, which, for the avoidance of doubt, will not be treated as Retained Collections Contributions for inclusion as part of Aggregate Annualized Run Rate Revenue, (c) amounts that cannot be transferred to the Collection Account due to applicable law, (d) all pass-through taxes, franchise fees, government impositions, and other taxes that are due and payable to a Governmental Authority or other unaffiliated third party, (e) cash management obligations and other account fees and expenses paid to the banks at which the Control Accounts are held, (f) amounts reimbursed by Customers to the Manager with respect to costs or expenses incurred by the Manager not in the ordinary course as a result of acts or omissions by Customers, (g) amounts paid by Customers in respect of fees and expenses payable to Non-Securitization Entities or unaffiliated third parties for services provided to Customers, including, without limitation, contributions in aid of construction payments, (h) any deductible or self-insured retention amounts payable under any insurance policy in connection with casualties or losses (including third party liability amounts) with respect to the Fiber Network Assets or other

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property of the Asset Entities, and (i) any other amounts deposited into any Control Account or the Collection Account in error or otherwise included in Collections that are not required to be deposited into the Collection Account.

“Executive Officer” shall mean, with respect to any corporation or limited liability company, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Controller, any Executive Vice President, any Senior Vice President, the Chief Accounting Officer, General Counsel, Secretary or Treasurer of such corporation or limited liability company and, with respect to any partnership, any individual general partner thereof or, with respect to any other general partner, any officer of such general partner.

“FATCA” shall mean Sections 1471 through 1474 of the Code (or any regulations or agreements thereunder or official interpretations thereof) or any intergovernmental agreement between the United States and another jurisdiction entered into in connection with the implementation thereof (or any law implementing such an intergovernmental agreement).

“FATCA Withholding Tax” shall mean any withholding or deduction required pursuant to FATCA.

“Fiber Network” shall mean each discrete collection of Fiber Network Assets within a specific Contributed Neighborhood contributed, obtained or otherwise assigned to the Asset Entities.

“Fiber Network Acquisition Fee” shall have the meaning ascribed to it in the Servicing Agreement.

“Fiber Network Assets” shall mean, collectively, (i) current and future fiber-to-the-premises and copper network infrastructure consisting of fiber optic cables, copper cables, enclosures, cabinets, splitters, conduit, duct, fiber optic splicing and distribution closures, manholes and handholes, air dryers, poles, telecommunications shelters and regeneration locations, demarcation points, switching equipment, cards, frame, shelves, slots, optical network terminals, modems, owned real property and related improvements and other optical, power and networking equipment within each Contributed Neighborhood required to deliver the Services (subject to receipt of required consents from relevant utilities, jurisdictional authorities or other Persons, as applicable) and (ii) current and future related leases, easements, rights of use, or other access agreements entered into with the relevant property owners or other parties, utilities or jurisdictional authorities in order to acquire access within the Contributed Neighborhoods to locations where such fiber and/or copper infrastructure may be placed, subject to receipt of required consents from such parties and authorities, as applicable (this clause (ii), “Fiber Network Underlying Rights Agreements”). For the avoidance of doubt, “Fiber Network Assets” shall not include any such assets that are not required to deliver the Services, including any copper cables and related infrastructure that are defunct or otherwise permanently out of use.

“Fiber Network Release Fee” shall have the meaning ascribed to it in the Servicing Agreement.

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“Fiber Network Underlying Rights Agreement” has the meaning set forth in the definition of Fiber Network Assets.

“Fiber Network Underlying Rights Default” shall mean any default or event of default under any Fiber Network Underlying Rights Agreement.

“Financial Statements” shall mean in relationship to any Person, its consolidated statements of operations and members’ equity, statements of cash flow and balance sheets.

“Fitch” shall mean Fitch Ratings, Inc. or any successor rating agency thereof.

“foreclosure” and “foreclose” when used in this Base Indenture in respect of personal or real property, refers to all means by which the holder of a security interest in or mortgage on such personal or real property, as applicable, can enforce such security interest or mortgage under applicable law, including legal foreclosure, private power of sale, and statutory sale.

“Frontier Account Allocation Report” shall have the meaning ascribed to it in Section 3.05(b).

“Frontier Accounts” shall have the meaning ascribed to it in Section 3.02.

“Frontier Account Collections” shall have the meaning ascribed to it in Section 3.02.

“GAAP” shall mean United States generally accepted accounting principles.

“Global Notes” shall mean Rule 144A Global Notes, IAI Global Notes and Regulation S Global Notes.

“Governmental Authority” shall mean with respect to any Person, any federal, state, territorial, provincial or local government or other political subdivision thereof and any entity, including any regulatory or administrative authority or court, exercising executive, legislative, judicial, regulatory or administrative or quasi-administrative functions of or pertaining to government, and any arbitration board or tribunal in each case having jurisdiction over such applicable Person or such Person’s property, and any stock exchange on which shares of capital stock of such Person are listed or admitted for trading.

“Government Securities” means readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof and as to which obligations the full faith and credit of the United States of America is pledged in support thereof.

“Grant” shall mean to create a security interest in any property now owned or at any time hereafter acquired or any right, title or interest that may be acquired in the future.

“Gross Broadband Unit Adds” shall mean, for any Collection Period, each Broadband Unit at which broadband services started under a Customer Agreement during such

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Collection Period, whether such location is a new address or an address previously occupied by another customer who terminated broadband service at that location; provided that each unit or apartment at a single address shall be deemed to be a separate location for purposes of this definition.

“Gross Business Unit Adds” shall mean, for any Collection Period, each Gross Broadband Unit Add of a Business Customer.

“Gross Consumer Unit Adds” shall mean, for any Collection Period, each Gross Broadband Unit Add of a Consumer Customer.

“Guaranteed Obligation” shall have the meaning ascribed to it in Section 16.01.

“Guarantor” shall mean Frontier SPE Guarantor LLC, a Delaware limited liability company.

“Hazardous Material” shall mean all or any of the following: (A) substances, materials, compounds, wastes, products, emissions and vapors that are defined or listed in, regulated by, or otherwise classified pursuant to, any applicable Environmental Laws because of their deleterious, harmful or dangerous properties, including any so defined, listed, regulated or classified as “hazardous substances”, “hazardous materials”, “hazardous wastes”, “toxic substances”, “pollutants”, “contaminants”, or any other formulation intended to regulate, define, list or classify substances by reason of deleterious, harmful or dangerous properties; (B) waste oil, oil, petroleum or petroleum derived substances, natural gas, natural gas liquids or synthetic gas and drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (C) any flammable substances or explosives or any radioactive materials; (D) asbestos in any form; (E) electrical or hydraulic equipment which contains any oil or dielectric fluid containing polychlorinated biphenyls; (F) radon; (G) toxic mold; (H) urea formaldehyde; or (G) per- and polyfluoroalkyl substances, provided, however, such definition shall not include (i) batteries, fuel, cleaning materials and other substances commonly used in the ordinary course of the Asset Entities’ businesses, which materials exist in reasonable quantities and are stored, contained, transported, used, released, and disposed of in accordance with all applicable Environmental Laws, or (ii) batteries, fuel, cleaning materials and other substances commonly used in the ordinary course of the Customers’, the real property owners’, the real property owners’ tenants or any of their respective agent’s, business, which materials exist in reasonable quantities and are stored, contained, transported, used, released, and disposed of in accordance with all applicable Environmental Laws.

“Holdco Guaranty” shall mean the Guarantee and Security Agreement, dated as of the Series 2023-1 Closing Date, by the Guarantor in favor of the Indenture Trustee on behalf of the Secured Parties.

“Holder” and “Noteholder” shall mean a Person in whose name a particular Note is registered in the Note Register and, except where the context otherwise requires, will include the beneficial owner of such security.

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“IAI Global Note” shall mean, with respect to any Series and Class of Notes, one or more global Notes representing such Series and Class, in definitive, fully registered form without interest coupons, which Notes do not bear a Regulation S Legend, offered and sold to Institutional Accredited Investors.

“Impositions” shall mean all local or other property taxes (net of abatements, reductions and refunds) payable by the Asset Entities, vault charges, sales taxes, other taxes, levies, assessments and similar charges of every kind and nature whatsoever (including any payments in lieu of taxes), which at any time prior to, at or after the execution hereof may be assessed, levied or imposed by, in each case, a Governmental Authority upon any of the Fiber Network Assets or the fees relating thereto or upon the ownership, use, occupancy or enjoyment thereof, and any interest, cost or penalties imposed by such Governmental Authority with respect to any of the foregoing. Impositions shall not include (x) any sales or use taxes payable by the Issuer or the Asset Entities, (y) any of the foregoing items payable by Customers occupying any portions of the Fiber Networks or (z) taxes or other charges payable by the Manager unless such taxes are being paid on behalf of the Issuer or an Asset Entity.

“Indebtedness” shall mean, for any Person, without duplication: (i) all indebtedness of such Person for borrowed money, for amounts drawn under a letter of credit, or for the deferred purchase price of property for which such Person or its assets is liable, (ii) all unfunded amounts under a loan agreement, letter of credit (unless secured in full by cash), or other credit facility for which such Person would be liable if such amounts were advanced thereunder, (iii) all amounts required to be paid by such Person as a guaranteed payment to partners or a preferred or special dividend, including any mandatory redemption of shares or interests but not any preferred return or special dividend paid solely from, and to the extent of, excess cash flow after the payment of all operating expenses, capital improvements and debt service on all indebtedness, (iv) all obligations under leases that constitute capital leases for which such Person is liable, and (v) all obligations of such Person under interest rate swaps, caps, floors, collars and other interest hedge agreements, in each case whether such Person is liable contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations such Person otherwise assures a creditor against loss; provided that reimbursement or indemnity obligations related to surety bonds or letters of credit incurred in the ordinary course of business and fully secured by cash collateral shall not be considered “Indebtedness” hereunder.

“Indenture Supplement” shall mean an indenture supplemental to either this Base Indenture or any Series Supplement.

“Indenture Trustee” shall have the meaning ascribed to it in the preamble hereto.

“Indenture Trustee Fee” shall mean the fee to be paid in arrears on each Payment Date to the Indenture Trustee as compensation for services rendered by it in its capacity as Indenture Trustee.

“Independent” shall mean, when used with respect to any specified Person, that such Person (a) is in fact independent of the Obligors, any other obligor on the Notes and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any

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material indirect financial interest in the Obligors, any such other obligor or any Affiliate of any of the foregoing Persons and (c) is not connected with the Obligors, any such other obligor or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

“Independent Certificate” shall mean a certificate or opinion to be delivered to the Indenture Trustee or the Servicer, as applicable, and upon which each may conclusively rely under the circumstances described in, and otherwise complying with the applicable requirements of, Section 15.01 which would apply to an Officer’s Certificate, made by an Independent certified public accountant or other expert appointed by the Issuer, and such opinion or certificate shall state that the signer has read the definition of “Independent” in this Base Indenture and that the signer is Independent within the meaning thereof.

“Ineligible Liquidity Reserve Letter of Credit” shall mean a Liquidity Reserve Letter of Credit with respect to which (i) the short-term debt credit rating of the Letter of Credit Provider with respect to such Liquidity Reserve Letter of Credit is withdrawn or downgraded below “F2” (or the then equivalent grade) by any Applicable Rating Agency or (ii) the long-term debt credit rating of such Letter of Credit Provider is withdrawn or downgraded below “BBB” (or the then equivalent grade) by any Applicable Rating Agency; provided that for determining whether a Liquidity Reserve Letter of Credit is eligible under this definition, a Letter of Credit Provider will be deemed to have the short-term debt credit rating or the long-term debt credit rating, as applicable, of such Letter of Credit Provider or any guarantor of (or confirming bank for) such Letter of Credit Provider; provided further that neither the Indenture Trustee nor the Servicer shall have any obligation to monitor whether Liquidity Reserve Letters of Credit fall into this definition.

“InfraCo” shall mean Frontier TX Shared Infrastructure LLC, a Delaware limited liability company.

“Initial Class Principal Balance” shall mean, with respect to any Class of Notes, as of any date of determination, the aggregate initial Class Principal Balance of all Notes of such Class Outstanding on the date of issuance of such Class of Notes on the related Closing Date, as the same may be increased by the issuance of Additional Notes of such Class (or, in the case of a Class of Variable Funding Notes, the initial maximum committed principal amount of such Class); provided that upon the payment in full of all Notes of a particular Series, such Notes shall no longer be included in the Initial Class Principal Balance of the relevant Class.

“Initial Purchaser” or “Initial Purchasers” with respect to a particular Series, shall have the meaning ascribed to it in the applicable Series Supplement.

“Institutional Accredited Investor” shall mean an “accredited investor” within the meaning of paragraph (1), (2), (3), (7), (8), (9), (12) or (13) of Rule 501(a) of Regulation D under the Securities Act or an entity owned entirely by other entities that fall within such paragraphs.

“Insurance Policies” shall have the meaning ascribed to it in Section 7.05.

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“Insurance Proceeds” shall mean all of the proceeds or awards received (i) under any insurance policy in respect of a casualty or loss or (ii) pursuant to any condemnation, taking or similar proceeding.

“Insurance Proceeds Account” shall mean a non-interest bearing segregated trust account, established in accordance with Section 3.01(c) as an Eligible Account in the name of the Indenture Trustee on behalf of the Secured Parties, into which Insurance Proceeds shall be deposited in accordance with Section 7.06(b).

“Interest Accrual Period” shall mean, for each Payment Date, (x) with respect to each Class of Term Notes, the period from and including the 20^th day of the preceding calendar month (or, with respect to the initial Payment Date for a Series, the related Closing Date for such Series) to but excluding the 20^th day of the calendar month in which such Payment Date occurs and (y) with respect to any ClassSeries of Variable Funding Notes, will be set forth in the related Variable Funding Note Purchase Agreement. Notwithstanding anything to the contrary, Accrued Note Interest with respect to any Term Notes will be calculated on a 30/360 Basis.

“Interim Successor Manager” shall have the meaning defined in the Back-Up Management Agreement.

“Investment Company Act” shall mean the United States Investment Company Act of 1940, as amended.

“Involuntary Bankruptcy” shall mean any involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect.

“Involuntary Obligor Bankruptcy” shall have the meaning ascribed to it in Section 7.20.

“Issuer” shall have the meaning ascribed to it in the preamble hereto.

“Issuer Order” and “Issuer Request” shall mean a written order or request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee and the Servicer upon which the Indenture Trustee and the Servicer, as applicable, may conclusively rely.

“Joinder Agreement” shall mean a Joinder Agreement, executed by an Additional Asset Entity and delivered to the Indenture Trustee pursuant to Section 2.12(a), substantially in the form of Exhibit E.

“Knowledge” whenever used in this Base Indenture or any of the other Transaction Documents, or in any document or certificate executed pursuant to this Base Indenture or any of the other Transaction Documents (whether by use of the words “knowledge” or “known”, or other words of similar meaning, and whether or not the same are capitalized), shall mean actual knowledge (without independent investigation unless otherwise specified) (i) of the individuals who have significant responsibility for any policy making, major decisions or financial affairs of the applicable entity (or, in the case of the Indenture Trustee or the Servicer, any Responsible Officer); and (ii) also to the knowledge of the person signing such document or certificate.

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“Letter of Credit Fees” shall mean, with respect to any Liquidity Reserve Letter of Credit issued under a Variable Funding Note Purchase Agreement, the fees set forth in such Liquidity Reserve Letter of Credit, the applicable Variable Funding Note Purchase Agreement or any fee letter related thereto.

“Leverage Ratio” shall mean, with respect to any Determination Date, the ratio of (i) the aggregate outstanding principal balance of all Notes divided by (ii) the Aggregate Annualized Run Rate Revenue as of such Determination Date.

“Lien” shall mean, with respect to any property or assets, any lien, hypothecation, encumbrance, assignment for security, charge, mortgage, pledge, security interest, conditional sale or other title retention agreement or similar lien.

“Liquidation Fee” shall have the meaning ascribed to it in the Servicing Agreement.

“Liquidity Reserve Account” shall mean the reserve account designated to reserve funds in an amount equal to the Required Liquidity Reserve Amount in accordance with Section 4.05.

“Liquidity Reserve Deficiency Amount” shall have the meaning ascribed to it in Section 4.05(b).

“Liquidity Reserve Draw Amount” shall mean, with respect to any Payment Date and as calculated as of the immediately preceding Reporting Date, any amounts pursuant to clauses (i), (iii) and (iv) of the Priority of Payments that would be due and unpaid after accounting for all distributions pursuant to the Priority of Payments on such Payment Date, assuming that the only funds distributed pursuant to the Priority of Payments are the related Retained Collections and any funds from a Yield Maintenance Reserve Account.

“Liquidity Reserve Letter of Credit” shall mean an outstanding letter of credit issued by an Eligible L/C Provider for the benefit of the Servicer and the Indenture Trustee for the benefit of the Noteholders and the other Secured Parties from either (i) a portion of the commitment with respect to any Variable Funding Note Purchase Agreement or (ii) a portion of the commitment with respect to any credit facility entered into by one or more Non-Securitization Entities, which letter of credit is then contributed to the Issuer.

“Liquidity Reserve Release Amount” shall have the meaning ascribed to it in Section 4.05(a).

“Majority Controlling Class Holders” shall mean the Noteholders representing more than 50% of the Class Principal Balance of the Controlling Class.

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“Majority of Noteholders” shall have the meaning ascribed to it in Section 11.07(b).

“Management Agreement” shall mean the Management Agreement, dated as of the Series 2023-1 Closing Date, by and among the Manager, the Guarantor and the Obligors.

“Management Fee” shall mean a fee payable to the Manager, with respect to any Payment Date, equal to the sum of

(i) the sum of (a) $88.80 multiplied by the average number of Video Units during the related Collection Period and (b) $24.95 multiplied by the average number of Broadband Units during the related Collection Period,

(ii) $522 multiplied by the number of Gross Broadband Unit Adds during the related Collection Period and

(iii) the sum of (a) $500 multiplied by the number of Gross Consumer Unit Adds during the related Collection Period, (b) $3,585 multiplied by the number of Gross Business Unit Adds during the related Collection Period and (c) $0.42 multiplied by the number of Passed Locations as of the end of the related Collection Period;

With respect to the initial Payment Date, for the components ofSeries 2024-1 Notes, the Management Fee set forth in clauses (i) and (iii)(c) of the definition thereof shall be pro rated to account for the shorter length of the initialas calculated with respect to the North Texas Area will be calculated assuming that the Series 2024-1 Closing Date is the first day of the related Collection Period, and then such result will be multiplied by a fraction, the numerator of which is the number of days in the related Collection Period on and after the Series 2024-1 Closing Date and the denominator of which is the number of days in such Collection Period.

A new formula for the calculation of the Management Fee may be designated by the Issuer in writing to the Indenture Trustee and the Servicer, so long as (a) the Issuer certifies in writing to the Indenture Trustee and the Servicer that the formula was determined in consultation with the Back-Up Manager, (b) the Issuer discloses the formula in each Manager Report and (c) the Indenture Trustee and the Servicer have received written confirmation from the Issuer that a Rating Agency Confirmation with respect to each Series of Notes Outstanding has been obtained (or is not required, as set forth in the definition of Rating Agency Confirmation); provided, for the avoidance of doubt, that the foregoing requirements shall not apply to any amendment of the definition of “Passed Location” by the Manager with Rating Agency Confirmation, as set forth in the definition thereof.

“Manager” shall mean the manager described in the Management Agreement or one or more Successor Managers as may hereafter be charged with management of the Asset Entities in accordance with the terms and conditions of the Transaction Documents.

“Manager Report” shall have the meaning ascribed to it in Section 7.02(a)(v).

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“Manager Termination Event” shall have the meaning ascribed thereto in the Management Agreement.

“Material Adverse Effect” shall mean, (i) a material adverse effect upon the business, operations, or condition (financial or otherwise) of the Obligors and the Guarantor (taken as a whole), (ii) the material impairment of the ability of the Obligors and the Guarantor (taken as a whole) to perform their obligations under the Transaction Documents (taken as a whole), or (iii) a material adverse effect on the use, value or operation of the Fiber Networks (taken as a whole).

“Material Agreement” shall mean any contract or agreement, or series of related written agreements, by any Asset Entity or the Issuer relating to the ownership, management, development, use, operation, leasing, maintenance, repair or improvement of the Fiber Networks under which there is an obligation of an Obligor in the aggregate to pay, or under which any Obligor receives compensation in the aggregate, of more than $5,000,000 per annum, excluding (i) the Transaction Documents, (ii) any agreement which is terminable by an Obligor on not more than 60 days’ prior written notice without any material fee or penalty, (iii) any Customer Agreement and (iv) any Fiber Network Underlying Rights Agreement.

“Material Customer Agreement” shall mean any Customer Agreement that both (a) provides for annual payments in an amount equal to or greater than $5,000,000 and (b) may not be cancelled by the applicable Customer (or related Affiliate) without at least 30 days’ notice and payment of a termination fee, penalty or other cancellation fee.

“Member” shall mean, individually or collectively, any entity which is now or hereafter becomes the managing member or shareholder of any of the Issuer, the Guarantor or the Asset Entities under such Person’s Organizational Documents.

“Minimum DSCR” shall mean 1.20x.

“Miscellaneous Collections” shall have the meaning ascribed to it in Section 3.02.

“Monthly Amortization Amount” shall mean, on each Payment Date with respect to any Class of Notes of any Series that provides for scheduled principal amortization, the sum of (i) the Targeted Amortization Amount for such Notes, if any, on such Payment Date and (ii) the Unpaid Monthly Amortization Amount for such Notes as of such Payment Date.

“Multiemployer Plan” shall mean a “multiemployer plan” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

“Non-Securitization Entities” shall mean the Parent and each of its subsidiaries (including InfraCo), except for the Obligors and the Guarantor.

“North Texas Area” shall mean the north Texas areas collectively identified as the “North Texas Area” on the Contributed Neighborhood Map.

“Note Owner” shall mean, with respect to any Book-Entry Note, the Person who is the beneficial owner of such Note as reflected on the books of the Depositary or on the books of a DTC Participant or on the books of an indirect participating brokerage firm for which a DTC Participant acts as agent.

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“Note Rate” shall mean (i) with respect to any Term Note of a Class and a Series, the interest rate applicable thereto as set forth in the Series Supplement for such Series and (ii) with respect to any Variable Funding Note of a Class and a Series, the rate determined in accordance with the related Variable Funding Note Purchase Agreement.

“Note Register” and “Note Registrar” shall mean the register maintained and the registrar appointed or otherwise acting pursuant to Section 2.02(a).

“Noteholder” shall have the meaning ascribed to it in the definition of “Holder”.

“Noteholder Tax Identification Information” shall mean information and/or properly completed and signed tax certifications provided by a recipient of payments that is sufficient (i) to eliminate the imposition of or determine the amount of any withholding of tax, including FATCA Withholding Tax with respect to payments made to such recipient, (ii) to determine that such recipient of payments has complied with such recipient’s obligations under FATCA or (iii) to otherwise allow the Issuer, Paying Agent and Indenture Trustee to comply with their respective obligations under FATCA.

“Notes” shall mean the notes issued by the Issuer pursuant to this Base Indenture and the Series Supplements.

“NRSRO” shall mean a nationally recognized statistical ratings organization.

“Obligations” shall mean the unpaid principal amount of the Outstanding Notes, accrued interest thereon and all other obligations, liabilities and indebtedness of every nature to be paid or performed by the Guarantor or any of the Obligors under the Transaction Documents, including fees, costs, indemnity amounts and expenses, and other sums now or hereafter owing, due or payable and whether before or after the filing of a proceeding under the Bankruptcy Code or any other applicable bankruptcy, insolvency or other similar law now or hereafter in effect by or against any of the Guarantor or any of the Obligors, and the performance of all other terms, conditions and covenants under the Transaction Documents.

“Obligors” shall have the meaning ascribed to it in the preamble hereto.

“Obligor Collateral” shall have the meaning ascribed to it in Section 14.01(a).

“Offering Memorandum” with respect to a Series, shall have the meaning ascribed to it in the Series Supplement for such Series.

“Officer’s Certificate” shall mean a certificate signed by any Authorized Officer of the Issuer or the Manager, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 15.01, and delivered to the Indenture Trustee or the Servicer, as applicable.

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“Omnibus Transfer Agreement” shall mean the Omnibus Transfer Agreement, dated as of the Series 2023-1 Closing Date, by and among Frontier Communications of America, Inc., Citizens Telecom Services Company L.L.C., Frontier Communications ILEC Holdings LLC, Citizens Newtel, LLC, Frontier Communications Holdings, LLC, Frontier Southwest Incorporated, Frontier Securitization Holdco LLC, the Guarantor, the Obligors and InfraCo.

“Operation Standards” shall have the meaning set forth in the Management Agreement.

“Opinion of Counsel” shall mean one or more written opinions of counsel which shall be reasonably acceptable to and delivered to the addressee(s) thereof.

“Organizational Documents” shall mean, to the extent applicable to any of the Obligors, the Guarantor, the Manager, the Indenture Trustee and the Servicer, the certificate of formation, certificate or articles of incorporation, limited liability company agreement, operating agreement, memorandum of association or articles of association applicable to such Obligor, Guarantor, Manager, Indenture Trustee or Servicer.

“Other Servicing Fees” shall mean the Special Servicing Fee, the Liquidation Fee, the Workout Fee, the Fiber Network Acquisition Fee and the Fiber Network Release Fee.

“Outstanding” shall mean, as of the date of determination, all Notes theretofore authenticated and delivered (or registered in the case of Uncertificated Notes) under this Base Indenture, except:

(a) Notes theretofore cancelled (or de-registered in the case of Uncertificated Notes) by the Indenture Trustee or delivered to the Indenture Trustee for cancellation;

(b) Notes for the payment of which money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent (other than the Issuer) in trust for the Holders of such Notes (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Base Indenture or provision for such notice has been made, satisfactory to the Indenture Trustee); or

(c) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered (or registered in the case of Uncertificated Notes) pursuant to this Base Indenture unless proof satisfactory to the Indenture Trustee is presented that any such first-mentioned Notes are held by a protected purchaser;

provided, however, that in determining whether the Holders of the requisite Outstanding Note principal balance of any Class or Series of Notes have given any request, demand, authorization, direction, notice, consent, or waiver hereunder or under any other Transaction Document, Notes owned by the Issuer, any other obligor upon the Notes or any Affiliate of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee or the Servicer shall be protected in relying on any such request, demand, authorization, direction, notice, consent, or waiver, only Notes that a Responsible Officer of the Indenture Trustee or the Servicer, as applicable, has actual knowledge that such Notes are so

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owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not an Obligor, any other obligor upon the Notes or any Affiliate of any of the foregoing Persons.

“Ownership Interest” shall mean, in the case of any Note, any ownership or security interest in such Note as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.

“Parent” shall mean Frontier Communications Parent, Inc., a Delaware corporation.

“Participants” shall mean Clearstream Participants, DTC Participants or Euroclear Participants, as applicable.

“Passed Locations” shall mean any residential home, commercial business, multi-dwelling unit or other potential Customer location by which the Asset Entities have fibers or copper “passed” (as determined by the Manager in accordance with its internal methodology); provided that the Manager’s internal methodology for the calculation of “passed” locations may be amended by the Manager at any time for purposes of this definition with Rating Agency Confirmation; provided further that each unit or apartment at a single address shall be deemed to be a separate location for purposes of this definition.

“Paying Agent” shall be (x) initially, the Indenture Trustee, who is hereby authorized by the Issuer to make payments as agent of the Issuer to and from the Collection Account including payment of principal of or interest (and premium, if any) on the Notes on behalf of the Issuer, or (y) any successor appointed by the Issuer who (i) meets the eligibility standards for the Indenture Trustee specified in Section 11.06 and (ii) is authorized to make payments to and from the Collection Account including payment of principal of or interest (and premium, if any) on the Notes.

“Payment Date” shall mean the 20^th day of each calendar month or, if any such day is not a Business Day, the next succeeding Business Day; provided that the initial Payment Date for any Series may be specified in the Series Supplement for such Series.

“Penetration Rate” shall mean, with respect to any Contributed Neighborhood, the number of fiber Broadband Units in such Contributed Neighborhood divided by the number of fiber Passed Locations in such Contributed Neighborhood. For purposes of this definition, the number of fiber Passed Locations in the Dallas Metropolitan Area shall be deemed to be the number of fiber Passed Locations in the Dallas Metropolitan Area as of the Series 2023-1 Closing Date.

“Percentage Interest” shall mean, with respect to any Note, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the Outstanding principal balance of such Note on such date, and the denominator of which is the Class Principal Balance of the Class to which such Note belongs on such date. The Percentage Interest for any Class of Variable Funding Notes shall be calculated based on the maximum committed amounts of such Variable Funding Notes.

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“Permitted Encumbrances” shall mean, collectively, (i) Liens created pursuant to the Transaction Documents; (ii) Liens for taxes, assessments, governmental charges, levies or claims not yet due or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and as to which adequate reserves have been maintained in accordance with GAAP with respect to such Liens; (iii) zoning, subdivision and building laws and regulations of general application to the Fiber Networks; (iv) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens (1) arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings or (2) for which the Asset Entities are adequately indemnified by another party (other than an Affiliate); (v) with respect to a Fiber Network, the interests of the owner or lessor of the real property through which such Fiber Network runs; (vi) easements, rights-of-way, licenses, restrictions, encroachments, liens and other similar encumbrances incurred in the ordinary course of the business of the Asset Entities or, with respect to any Fiber Network, which, in the aggregate, do not materially (1) interfere with the ordinary conduct of the business of the Asset Entities, taken as a whole, or (2) impair the use or operations of the interest of the Asset Entity in such Fiber Network; (vii) Liens arising in connection with any Remedial Work (as to the Asset Entities) not in excess of $1,000,000 in an aggregate amount at any time outstanding (excluding any portion thereof for which either (a) such Asset Entity has been indemnified by another party other than an Affiliate or (b) with respect to which a cash reserve in an amount equal to the remediation costs has been provided for and funded); (viii) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (ix) Liens created by lease agreements, statute or common law to secure the payments of rental amounts or other sums not yet delinquent thereunder; (x) grants or Liens on real or personal property that is leased, licensed or occupied by an Asset Entity pursuant to an easement, license or other Fiber Network Underlying Rights Agreement created or caused by an owner or lessor thereof or arising out of the fee interest therein; (xi) Customer Agreements and other licenses, sublicenses, leases or subleases granted by the Asset Entities in the ordinary course of their businesses and not materially interfering with the conduct of the business of the Asset Entities; (xii) Liens incurred or created in the ordinary course of business on cash and cash equivalents to secure performance of statutory obligations, surety or appeal bonds, performance bonds, bids or tenders; (xiii) Liens securing the payment of judgments which do not result in an Event of Default; (xiv) Liens arising as a consequence of liens imposed as a result of the failure of a Site Owner to pay taxes, assessments or similar charges; (xv) Liens existing on the Series 2023-1each Series Closing Date with respect to any Collateral to be contributed to or otherwise acquired by the Asset Entities on such Series Closing Date, which shallwill be released on such dateSeries Closing Date; provided, that mortgage recordations need not have been terminated of record on thesuch Series 2023-1 Closing Date so long as such mortgage recordations are terminated within sixty (60) days after thesuch Series 2023-1 Closing Date; (xvi) Liens securing purchase money indebtedness and incurred in order to finance the acquisition, lease or improvement of equipment in the ordinary course of business, to the extent secured solely by such equipment, (xvii) Liens not securing indebtedness that attach to any Collateral in an aggregate outstanding amount not exceeding $1,000,000 at any time, (xviii) deposits or pledges made to secure payment obligations

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supporting contractual obligations to municipalities or other governmental authorities in connection with the receipt of permits for the construction, development or improvement of any Fiber Network Asset, to the extent secured solely by the real property and/or other assets relating to such Fiber Network Assets, (xix) any Liens arising under law or pursuant to documentation governing permitted accounts in connection with the Asset Entities’ cash management systems (including credit card and processing arrangements), and (xx) Liens arising in connection with any capital lease obligation, sale-leaseback transaction or indebtedness, in each case that is permitted under this Base Indenture.

“Permitted Indebtedness” shall have the meaning ascribed to it in Section 7.16.

“Permitted Investments” shall have the meaning ascribed to it in the Cash Management Agreement.

“Person” shall mean any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust (including any beneficiary thereof), unincorporated organization, or government or any agency or political subdivision thereof.

“Plan” shall mean (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (ii) a plan, individual retirement account or other arrangement that is described in Section 4975 of the Code to which Section 4975 or provisions under any Similar Laws apply, (iii) an entity deemed to hold the assets of any of the foregoing (within the meaning of the Plan Asset Regulation or otherwise).

“Plan Asset Regulation” shall mean the U.S. Department of Labor regulation codified at 29 C.F.R. Section 2510.3-101 as modified by Section 3(42) of ERISA.

“Pledged Equity Interests” shall mean all Equity Interests in the Asset Entities owned by the Issuer.

“Post-ARD Additional Interest” shall have the meaning ascribed to it in Section 2.10.

“Post-ARD Additional Interest Rate” shall have the meaning ascribed to it in Section 2.10.

“Post-ARD Note Spread” for each Class and Series of Notes, shall have the meaning ascribed to it in the Series Supplement for such Series.

“Post-ARD Period” shall mean, with respect to any Class of Notes in a Series, the period (x) commencing on the applicable Anticipated Repayment Date for such Class (if the Notes of such Class have not been paid in full on or prior to such date) and (y) ending on the date on which all principal of, and interest (including Post-ARD Additional Interest and Deferred Post-ARD Additional Interest) on, such Class of Notes of such Series is paid in full.

“Pre-Existing Condition” shall have the meaning ascribed to it in Section 7.06(b).

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“Prefunding Account” shall mean each non-interest bearing segregated trust account established as an Eligible Account in the name of the Indenture Trustee for the benefit of the Noteholders of one or more Classes of a Series and the other Secured Parties in connection with the issuance of such Series of Notes, the purpose of which is to reserve all or a portion of the proceeds of the issuance of such Series of Notes, to be released to the Issuer in accordance with the terms of the Series Supplement for such Series. The amount to be deposited into a Prefunding Account for a Series of Notes on the Closing Date of such Series will be the amount specified in the Series Supplement for such Series.

“Prefunding Account Bank” shall have the meaning ascribed to it in Section 3.01(b).

“Prefunding Period” shall mean with respect to any Series that has funded a Prefunding Account, the period commencing on the Closing Date of such Series and ending on the date specified in the Series Supplement for such Series.

“Prepayment Consideration” shall mean, unless otherwise defined in the applicable Series Supplement,

(i) with respect to any prepayment of the principal balance of a Note (other than with funds on deposit in any Prefunding Account), an amount that is equal to the excess, if any, of

(x) the present value on the date of such prepayment of the sum of all future installments of interest (excluding any interest required to be paid on the applicable prepayment date) on and principal of such Note that the Issuer would otherwise have been required to pay on the portion of such Note to be prepaid from the date of such prepayment to and including the last day of the related Prepayment Consideration Period absent such prepayment (assuming (i) timely payment of any Monthly Amortization Amounts and (ii) that the entire remaining unpaid principal amount of such Note or portion thereof will have been paid on the final day of the related Prepayment Consideration Period), with such present value determined by the use of a discount rate equal to the sum of (a) the yield to maturity (adjusted to a “mortgage equivalent basis” pursuant to the standards and practices of the Securities Industry and Financial Markets Association), five Business Days prior to such prepayment of the United States Treasury Security having the maturity closest to the last day of the related Prepayment Consideration Period, plus (b) 0.50% over

(y) the principal amount of such Note being prepaid on the date of such prepayment, and

(ii) with respect to any prepayment of the principal balance of a Note made from funds on deposit in any Prefunding Account, the amount set forth in the applicable Series Supplement.

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“Prepayment Consideration Period”, with respect to each Series and Class, shall have the meaning ascribed to it in the related Series Supplement.

“Priority of Payments” shall have the meaning ascribed to it in Section 5.01(a).

“Proceeding” shall mean any suit in equity, action at law or other judicial or administrative proceeding.

“PTE” shall have the meaning ascribed to it in Section 11.06.

“Qualified Institutional Buyer” shall mean a qualified institutional buyer within the meaning of Rule 144A.

“Rapid Amortization Period” shall mean a period that (x) will commence as of any Determination Date if the DSCR as of such Determination Date is less than the Minimum DSCR and (y) will continue to exist until the DSCR equals or exceeds the Minimum DSCR for three consecutive Determination Dates.

“Rated Final Payment Date” with respect to each Series, shall have the meaning ascribed to it in the Series Supplement for such Series.

“Rating Agency” or “Rating Agencies” shall mean, with respect to a Series of Notes, the rating agency or rating agencies appointed by the Issuer to rate such Series of Notes specified as such in the Series Supplement for such Series.

“Rating Agency Confirmation” with respect to any Series and Class of Notes, shall have the meaning ascribed to it in the applicable Series Supplement for such Series and Class of Notes, or, if not ascribed a meaning therein, shall mean, with respect to any transaction or matter in question concerning such Series and Class of Notes, (i) 30 calendar days’ prior written notice by the Issuer to the Rating Agency or Rating Agencies then-appointed by the Issuer to rate such Series and Class of Notes (or such shorter period as may be agreed upon by such Rating Agency or Rating Agencies at its or their election) and (ii) confirmation from such Rating Agency or Rating Agencies that such transaction or matter will not result in a downgrade, qualification or withdrawal of the then-current rating of such Series and Class of Notes (or the placing of such Series and Class of Notes on negative credit watch or ratings outlook in contemplation of any such action with respect thereto); provided that, other than with respect to (i) any issuance of Additional Notes, (ii) any Specified Amendment, or (iii) any amendment effected pursuant to Section 13.01(xiv), no Rating Agency Confirmation will be required from such Rating Agency or Rating Agencies with respect to any matter or transaction to the extent that such Rating Agency or Rating Agencies (x) no longer maintains a rating on the Notes or (y) has made a public statement or has otherwise communicated to the Issuer that it will not review such transaction or matter or that it will no longer review transactions or matters of such type for purposes of evaluating whether to confirm the then-current ratings of obligations rated by such Rating Agency or Rating Agencies; provided, further, that other than with respect to (i) any issuance of Additional Notes, (ii) any Specified Amendment, or (iii) any amendment effected pursuant to Section 13.01(xiv), that if a Rating Agency refuses to respond or otherwise does not respond to a request for Rating Agency Confirmation made in accordance with this Base Indenture within 15 Business Days of such request being made (but otherwise confirms recognition of receipt of such request), the requirement to receive Rating Agency Confirmation from such Rating Agency shall be waived.

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“Rating Criteria” with respect to any Person, shall mean that (i) the short-term unsecured debt obligations of such Person are rated at least “F2” by Fitch (or its equivalent from at least one NRSRO if Fitch is not a Rating Agency for any Series of Notes), or (ii) the long-term unsecured debt obligations of such Person are rated at least “BBB” by Fitch (or its equivalent from at least one NRSRO if Fitch is not a Rating Agency for any Series of Notes).

“Receiver” shall mean a receiver, a manager or a receiver and manager.

“Record Date” shall mean, with respect to payments made on any Payment Date, the close of business on the last Business Day of the related Collection Period ; provided, however, with respect to any redemption or optional prepayment, the Record Date will be the Business Day prior to the date of such redemption or optional prepayment.

“Regulation S” shall mean Regulation S promulgated under the Securities Act.

“Regulation S Global Note” shall mean with respect to any Series and Class of Notes, one or more global Notes representing such Series and Class offered and sold outside the United States in reliance on Regulation S, in definitive, fully registered form without interest coupons, which Notes bear a Regulation S Legend. It being understood that at no time may Tax Restricted Notes be offered or sold in reliance on Regulation S.

“Regulation S Legend” shall mean, with respect to any Series and Class of Notes, a legend generally to the effect that such Series and Class of Notes may not be offered, sold, pledged or otherwise transferred in the United States or to a U.S. Person (as defined under Regulation S) prior to the related Release Date except pursuant to an exemption from the registration requirements of the Securities Act.

“Related Party” shall mean, with respect to any Obligor, any partner, member, shareholder, principal or Affiliate of such Obligor or of another Obligor, except that the term does not include any other Obligor or the Guarantor.

“Related Property” shall mean:

(a) with respect to an Asset Entity, assets that it owns that are related to its ownership or operation of Fiber Network Assets and other property interests or its ownership of Additional Asset Entities, if any, or that are necessary or incidental to the such ownership, such operation or the discharge of the obligations of such Asset Entity under the Transaction Documents, under the Customer Agreements, under any Access Agreement and under any Fiber Network Underlying Rights Agreements, including the rights of such Asset Entity (i) under the Transaction Documents, (ii) under the Customer Agreements, (iii) under the insurance policies contemplated or required by the Transaction Documents, (iv) in the Accounts established and maintained in the name of such Asset Entity, (v) in the Reserves and (vi) in all proceeds of all such Fiber Network Assets and any other tangible or intangible property interests, Additional Asset Entities, if any, and other rights and assets;

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(b) with respect to the Issuer, assets that it owns that are related to its ownership of the Asset Entities or that are necessary or incidental to the discharge of the obligations of the Issuer under the Transaction Documents, including the rights of the Issuer (i) under the Transaction Documents, (ii) under the insurance policies contemplated or required by the Transaction Documents, (iii) in the Accounts established and maintained in the name of the Issuer, (iv) in the Reserves and (v) in all proceeds of all such rights and assets; and

(c) with respect to the Guarantor, assets that it owns that are related to its ownership of the Issuer or that are necessary or incidental to the discharge of the obligations of the Guarantor under the Transaction Documents, including the rights of the Guarantor (i) under the Transaction Documents, (ii) under the insurance policies contemplated or required by the Transaction Documents and (iii) in all proceeds of all such rights and assets.

“Release Date” shall mean with respect to any Series and Class of Notes (other than any Series and Class of Notes that are designated as Tax Restricted Notes), the date that is 40 days following the later of (i) the Closing Date for such Series of Notes and (ii) the commencement of the initial offering of such Series of Notes in reliance on Regulation S.

“Release Price” shall mean, in relation to the disposition of Fiber Network Assets, an amount equal to the product of (i) the Allocated Note Amount of the relevant disposed Fiber Network Assets and (ii) 125%.

“Release Price Disposition” shall have the meaning ascribed to it in Section 7.29(b).

“Remedial Work” shall mean any investigation, site monitoring, cleanup or other remedial work of any kind required to be performed by any Asset Entity under applicable Environmental Laws because of or in connection with any presence or release of any Hazardous Materials on, under or from any Fiber Network.

“Reporting Date” shall have the meaning ascribed to it in Section 7.02(a)(v).

“Requesting Party” shall have the meaning ascribed to it in Section 11.11(c).

“Required Liquidity Amount” shall mean, as of (a) the first PaymentSeries 2024-1 Closing Date, $72,366,535104,252,508, and (b) as of any subsequent Payment Date, an amount equal to the sum of (1) the amount of Reserved Fixed Costs to be paid by the Asset Entities during the Applicable Period, (2) the product of (A) the amount of Indenture Trustee Fee, Back-Up Manager Fee, rating agency fees, and Servicing Fee, and fees due to the independent managers of the Obligors and the Guarantor, due and payable on such Payment Date (in each case, as adjusted to be a monthly amount if the applicable fees are billed on a non-monthly basis) and (B) six, (3) the product of (A) the amount of interest on the Term Notes due and payable on such Payment Date in respect of the related Interest Accrual Period with respect to such Payment Date (in each case, as adjusted to be a 30-day amount if the applicable Interest Accrual period is longer than 30 days) and (B) six and (4) the amount of interest, commitment fees and Letter of Credit Fees on any Variable Funding Notes due and payable on such Payment Date in respect of the related Interest Accrual Period with respect to such Payment Date plus the amount estimated in good faith by the Manager to be the amount of interest, commitment fees and Letter of Credit Fees payable with respect to any Variable Funding Notes for the following five Payment Dates.

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“Required Liquidity Reserve Amount” shall mean, as of the Series 2024-1 Closing Date and any Payment Date, the excess, if any, of (a) the Required Liquidity Amount as of such Payment Datedate over (b) the aggregate available amount of each Liquidity Reserve Letter of Credit.

“Reserved Fixed Costs” shall mean without duplication, all fixed recurring costs and expenses relating to network-related power, customer premises equipment costs, and service-related usage charges accrued on a monthly basis.

“Reserve Account” shall mean the (a) the Cash Trap Reserve Account, (b) any Yield Maintenance Reserve Account and (c) the Liquidity Reserve Account.

“Reserves” shall mean the reserve funds held by or on behalf of the Indenture Trustee pursuant to this Base Indenture or the other Transaction Documents, including the funds held in the Reserve Accounts. For the avoidance of doubt, Reserves does not include amounts held in any Prefunding Account.

“Responsible Officer” shall mean, (a) when used with respect to the Indenture Trustee, any officer within the corporate trust department of the Indenture Trustee, including any trust officer or any other officer of the Indenture Trustee, as applicable, who customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject; in each case who shall have direct responsibility for the administration of this Base Indenture, (b) when used with respect to an Obligor, shall mean an Executive Officer of the Issuer and (c) when used with respect to the Servicer, any officer within the primary servicing office of the Servicer, including any officer of the Servicer who customarily performs functions similar to those performed by the persons who at the time shall be such officers, or to whom any matter is referred because of such person’s knowledge of and familiarity with the particular subject and, in each case, who shall have direct responsibility for the administration of the Servicing Agreement and the other Transaction Documents.

“Restoration” shall have the meaning ascribed to it in Section 7.06(b).

“Retained Collections” shall mean, with respect to a Collection Period, the amount of Collections received in such Collection Period (excluding all Excluded Amounts).

“Retained Collections Contribution” shall have the meaning ascribed to it in Section 2.12(b).

“Rule 144A” shall mean Rule 144A promulgated under the Securities Act and any successor provision thereto.

“Rule 144A Global Note” shall mean, with respect to any Series and Class of Notes, one or more global Notes representing such Series and Class, in definitive, fully

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registered form without interest coupons, which Notes do not bear a Regulation S Legend, offered and sold to Qualified Institutional Buyers in the United States of America in reliance on Rule 144A.

“Rule 144A Information” shall mean the information required to be delivered pursuant to Rule 144(A)(d)(4) under the Securities Act to permit compliance with Rule 144A in connection with resales of the Notes pursuant to Rule 144A.

“Scheduled Defeasance Payments” shall have the meaning set forth in Section 2.11(a).

“Secured Parties” shall mean the Indenture Trustee, the Noteholders, the Back-Up Manager and the Servicer.

“Securities Act” shall mean the United States Securities Act of 1933, as amended.

“Senior Cash Trap DSCR” shall mean 2.00x.

“Senior Cash Sweep DSCR” shall mean 1.80x.

“Senior Debt Service Coverage Ratio” or “Senior DSCR” shall mean the DSCR as calculated excluding clause (ii)(c) of the definition thereof. For the purposes of calculating the Senior DSCR, it is assumed that the base rate, SOFR rate or CP Rate for the related Interest Accrual Periods with respect to any Series of Variable Funding Notes will be equal to the then-current base rate, SOFR rate or CP Rate, as applicable, as determined in accordance with the related Variable Funding Note Purchase Agreement.

“Series” shall mean a series of Notes issued pursuant to this Base Indenture and a related Series Supplement.

“Series 2023-1 Closing Date” shall have the meaning set forth in the Series 2023-1 Supplement.

“Series 2023-1 Class A-1 Notes” shall have the meaning set forth in the Series 2023-1 Supplement.

“Series 2023-1 Term Notes” shall have the meaning set forth in the Series 2023-1 Supplement.

“Series 2023-1 Supplement” shall mean the Series 2023-1 Supplement, dated as of the Series 2023-1 Closing Date, by and among the Issuer and AssetCo, as the Closing Date Obligors, and the Indenture Trustee, pursuant to which the Series 2023-1 Notes identified therein are issued.

“Series 2023-2 Closing Date” shall have the meaning set forth in the Series 2023-2 Supplement.

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“Series 2023-2 Class A-1 Notes” shall have the meaning set forth in the Series 2023-2 Supplement.

“Series 2023-2 Notes” shall have the meaning set forth in the Series 2023-2 Supplement.

“Series 2023-2 Supplement” shall mean the Series 2023-2 Supplement, dated as of the Series 2023-2 Closing Date, by and among the Issuer and AssetCo, as the Closing Date Obligors, and the Indenture Trustee, pursuant to which the Series 2023-2 Notes identified therein are issued.

“Series 2024-1 Closing Date” shall have the meaning set forth in the Series 2024-1 Supplement.

“Series 2024-1 Notes” shall have the meaning set forth in the Series 2024-1 Supplement.

“Series ▇▇▇▇-▇▇▇▇▇-▇ Term Notes” shall have the meaning set forth in the Series ▇▇▇▇-▇▇▇▇▇-▇ Supplement.

“Series ▇▇▇▇-▇▇▇▇▇-▇ Supplement” shall mean the Series ▇▇▇▇-▇▇▇▇▇-▇ Supplement, dated as of the date hereofSeries 2024-1 Closing Date, by and among the Issuer and AssetCo, as the Closing Date Obligors, and the Indenture Trustee, pursuant to which the Series ▇▇▇▇-▇▇▇▇▇-▇ Notes identified therein are issued.

“Series Supplement” shall mean a series supplement entered into by and among the Issuer and the Asset Entities party thereto, as the Obligors thereunder, and the Indenture Trustee, that authorizes the issuance of a particular Series of Notes pursuant to this Base Indenture and such series supplement pursuant to Section 2.07 hereof.

“Servicer” shall have the meaning set forth in the Servicing Agreement. “Servicer Termination Event” shall have the meaning ascribed to it in the Servicing Agreement.

“Services” shall mean, collectively, fiber optic and copper cable services (including data services, video services, IP-delivered voice services, and other services and equipment or any other revenue-generating usage or services derived from such communication systems).

“Servicing Agreement” shall mean the Servicing Agreement, dated as of the Series 2023-1 Closing Date, between the Indenture Trustee, the Manager, the Obligors and the Servicer.

“Servicing Fee” shall have the meaning set forth in the Servicing Agreement.

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“Servicing Standard” shall have the meaning set forth in the Servicing Agreement.

“Shared Infrastructure Assets” shall have the meaning set forth in the Shared Infrastructure Services Agreement.

“Shared Infrastructure Back-Up Manager” shall have the meaning set forth in the Shared Infrastructure Management Agreement.

“Shared Infrastructure Back-Up Management Agreement” shall mean the Shared Infrastructure Back-Up Management Agreement, dated as of the Series 2023-1 Closing Date, among the Shared Infrastructure Manager, InfraCo and the Shared Infrastructure Back-Up Manager, as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time.

“Shared Infrastructure Management Agreement” shall mean the management agreement, dated as of the Series 2023-1 Closing Date, between Frontier Communications Holdings, LLC and InfraCo, as amended, restated, supplemented or otherwise modified from time to time.

“Shared Infrastructure Services Agreement” shall mean the Infrastructure Services Access and Services Agreement, dated as of the Series 2023-1 Closing Date, between InfraCo and the Obligors, as amended, restated, supplemented or otherwise modified from time to time.

“Similar Law” shall mean the provisions under any U.S. or non-U.S. federal, state, local or other laws or regulations that are similar to the fiduciary responsibility provisions of Title I of ERISA or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code.

“Site Owner” shall mean the real property owner of land with respect to a Fiber Network.

“Special Servicing Fee” shall have the meaning ascribed to it in the Servicing Agreement.

“Specially Serviced Fiber Networks” shall have the meaning ascribed to it in the Servicing Agreement.

“Specially Serviced Notes” shall have the meaning set forth in the Servicing Agreement.

“Specified Amendment” shall mean any amendment to the Transaction Documents in order to (i) allow for the addition of new types of Collateral, (ii) amend the definition of Aggregate Annualized Run Rate Revenue, Annualized Run Rate Revenue, DSCR or Senior DSCR (or any terms directly used in such definitions) in order to take into account revenue payable with respect to any Customer Agreement that has been executed but with respect to which the related Fiber Network has not been fully constructed and billing has not yet

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commenced or, (iii) increase or decrease the Cash Trap DSCR, Senior Cash Trap DSCR, Cash Sweep DSCR, Senior Cash Sweep DSCR or Required Liquidity Amount, (iv) increase the Trigger Leverage Ratio or (v) enter into an agreement with a third-party servicer or other entity that agrees to advance amounts to pay shortfalls in (x) debt service on the Notes or (y) certain other amounts due necessary to operate Fiber Networks.

“Specified Bankruptcy Opinion Provisions” means the provisions contained in the legal opinion(s) delivered in connection with the issuance of each Series of Notes relating to the non-substantive consolidation of the Obligors and the Guarantor, on the one hand, with any Non-Securitization Entity, on the other hand.

“Standby Investment” shall mean ▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Square Government Fund Institutional Class (465) (Ticker: FGTXX) or such Permitted Investment as may be directed in writing from time to time by the Issuer to the Indenture Trustee.

“Sub-Servicing Agreement” shall have the meaning set forth in the Servicing Agreement.

“Successor Manager” shall have the meaning set forth in the Management Agreement.

“Targeted Amortization Amount” shall mean, on each Payment Date with respect to any Class of Notes that provides for scheduled principal amortization, the amount, if any, set forth in the Series Supplement for such Notes for such Payment Date.

“Tax Restricted Notes” shall mean any Series and Class of Notes for which the Issuer does not receive an opinion from nationally recognized tax counsel that such Series and Class of Notes will be properly characterized as debt for United States federal income tax purposes (it being understood that such Series and Class of Notes will be designated as “Tax Restricted Notes” in the Series Supplement for such Series and Class).

“Term Notes” shall mean Notes of a Series and Class designated at the time of issuance thereof as “Term Notes” and pursuant to which the Class Principal Balance thereof permanently decreases with any principal payment on such Notes.

“Third Party Control Party Amendment” shall have the meaning set forth in the Servicing Agreement.

“Transaction Documents” shall mean the Notes, this Base Indenture, the Series Supplements, each Variable Funding Note Purchase Agreement, each note purchase agreement or similar agreement executed in connection with the issuance of Term Notes, the Holdco Guaranty, the Management Agreement, the Servicing Agreement, the Back-Up Management Agreement, the Cash Management Agreement, the Shared Infrastructure Services Agreement, the Account Control Agreements, the Collection Account Control Agreement, the Contribution Agreements, each Joinder Agreement and all other documents executed by the Guarantor or any Obligor in connection with the issuance of the Notes. For the avoidance of doubt, the term “Transaction Documents” shall not include any Customer Agreements or any Fiber Network Underlying Rights Agreements.

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“Transfer” shall mean any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Note.

“Transferee” shall mean any Person who is acquiring by Transfer any Ownership Interest in a Note.

“Transferor” shall mean any Person who is disposing by Transfer any Ownership Interest in a Note.

“Transition Plan” shall have the meaning set forth in the Back-Up Management Agreement.

“Trigger Leverage Ratio” shall mean the greater of (A) 11.0x and (B) the sum of the Leverage Ratio as of the most recent Closing Date and 2.5x.

“Trust Estate” shall mean all money, instruments, rights and other property that are subject or intended to be subject to the Lien created by this Base Indenture for the benefit of the Secured Parties (including all property and interests Granted to the Indenture Trustee on behalf of the Secured Parties), including all proceeds thereof.

“UCC” shall mean the Uniform Commercial Code in effect in the State of New York.

“Uncertificated Note” shall have the meaning ascribed to it in Section 2.01(a)(i).

“ Underlying Interests” shall have the meaning ascribed to it in Section 8.01(a).

“United States” shall mean any State, Puerto Rico, Guam, American Samoa, the U.S. Virgin Islands and other territories or possessions of the United States of America, except with respect to U.S. federal income tax matters in which case it shall have the meaning given to it in the Code.

“Unpaid Monthly Amortization Amount” shall mean, on each Payment Date with respect to a Class of Notes that provides for a Monthly Amortization Amount, the amount, if any, of the unpaid Monthly Amortization Amount for such Notes as measured immediately after the distributions pursuant to the Priority of Payments on the immediately preceding Payment Date.

“Variable Funding Note Purchase Agreement” shall mean, for any Class of any Series of Variable Funding Notes, the note purchase agreement pursuant to which the Issuer sells Notes designated at the time of issuance thereof as “Variable Funding Notes” to the note purchasers identified therein.

“Variable Funding Notes” shall mean Notes of a Series and Class designated at the time of issuance thereof as “Variable Funding Notes” and pursuant to which the Class

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Principal Balance thereof may increase and decrease from time to time on a revolving or delayed draw basis in the manner set forth in the note purchase agreement for such Variable Funding Notes.

“Video Units” shall mean each location of a Customer in the Contributed Neighborhoods whose Customer Agreement includes video services for such location; provided that each unit or apartment at a single address shall be deemed to be a separate location for purposes of this definition.

“Workout Fee” shall have the meaning ascribed to it in the Servicing Agreement.

“Yield Maintenance Reserve Account” shall mean each account established in connection with the issuance of a Series of Term Notes, the purpose of which is to reserve certain amounts with respect to one or more Classes thereof with terms to be set forth in the applicable Series Supplement.

Section 1.02. Rules of Construction. Unless the context otherwise requires:

(a)  a term has the meaning assigned to it;

(b)  accounting terms not otherwise defined herein and accounting terms partly defined herein, to the extent not defined, shall have the respective meanings given to them under GAAP as in effect from time to time;

(c) “or” is not exclusive;

(d)  “including” means including without limitation;

(e) words in the singular include the plural and words in the plural include the singular;

(f)  all references to “$” or “USD” are to United States dollars;

(g)  any agreement, instrument, regulation, directive or statute defined or referred to in this Base Indenture or in any instrument or certificate delivered in connection herewith means such agreement, instrument, regulation, directive or statute as from time to time amended, supplement or otherwise modified in accordance with the terms thereof and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein;

(h)  references to a Person are also to its permitted successors and assigns;

(i)  the words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Base Indenture, shall refer to this Base Indenture as a whole and not to any particular provision of this Base Indenture, and Section, Schedule and Exhibit references are to this Base Indenture unless otherwise specified;

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(j) whenever the phrase “in direct order of alphabetical designation” or “highest alphabetical designation” or a similar phrase is used herein, it shall be construed to mean beginning with the letter “A” and ending with the letter “Z”; and

(k) whenever the phrase “in direct order of alphanumerical designation” or a similar phrase is used herein, it shall be construed to mean beginning with the letter “A” and the lowest numerical designation within such Class and ending with the letter “Z” and the highest numerical designation within such Class (e.g. A-1, then A-2, then B, then C).

ARTICLE II

THE NOTES

Section 2.01. The Notes.

(a) Variable Funding Notes.

(i) All Variable Funding Notes shall be issued and delivered in fully registered, certificated form (the “Definitive Variable Funding Notes”) or, at the request of a Holder or transferee, in uncertificated, fully registered form evidenced by entry in the Note Registrar (the “Uncertificated Notes”) if provided for in its Series Supplement. Any Definitive Variable Funding Notes shall be substantially in the form or forms provided for in the Series Supplement for such Series; provided, however, that any of the Definitive Variable Funding Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Variable Funding Notes may be admitted to trading, or to conform to general usage. The Variable Funding Notes shall be revolving or delayed draw Notes. Additional borrowings may be made under any Variable Funding Notes pursuant to the applicable Variable Funding Note Purchase Agreement and, if it is a revolving Note, the principal of the Variable Funding Notes may be repaid and reborrowed pursuant to the terms of the applicable Variable Funding Note Purchase Agreement. The Variable Funding Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof. With respect to any Uncertificated Note, the Indenture Trustee shall provide a Confirmation of Registration to the applicable Holder, upon request of such Holder, after registration of the Uncertificated Note in the Note Register by the Note Registrar.

(ii) The Variable Funding Notes (other than Uncertificated Notes) shall be executed by manual, electronic or facsimile signature by an Authorized Officer of the Issuer. Definitive Variable Funding Notes bearing the manual, electronic or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Variable Funding Notes or did not hold such offices at the date of such Variable Funding Notes. No Variable Funding Note

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(other than Uncertificated Notes) shall be entitled to any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Variable Funding Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Variable Funding Note shall be conclusive evidence, and the only evidence, that such Variable Funding Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver (or register in the case of Uncertificated Notes) any Variable Funding Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Variable Funding Notes shall be dated the date of their authentication (or registration, in the case of Uncertificated Notes).

(iii) Except as otherwise expressly provided herein:

(A) Uncertificated Notes registered in the name of a Person shall be considered “held” by such Person for all purposes of this Base Indenture and its applicable Series Supplement; and

(B) with respect to any Uncertificated Note, (a) references herein to authentication and delivery shall be deemed to refer to creation of an entry for such Uncertificated Note in the Note Register and registration of such Uncertificated Note the name of the owner, (b) references herein to cancellation of a Uncertificated Note shall be deemed to refer to de-registration of such Uncertificated Note and (c) references herein to the date of authentication of a Uncertificated Note shall refer to the date of registration of such Uncertificated Note in the Note Register in the name of the owner thereof.

(iv) For the avoidance of doubt, no Confirmation of Registration shall be required to be surrendered (x) in connection with a transfer of the related Uncertificated Note or (y) in connection with the final payment of the related Uncertificated Note. In connection with (x) and (y) in the preceding sentence, the Indenture Trustee shall require a written request for registration or de-registration, as applicable, to be signed by the Holder and medallion guaranteed.

(v) The Note Register shall be conclusive evidence of the ownership of an Uncertificated Note.

(vi) Each Definitive Variable Funding Note may also be exchanged in its entirety for an Uncertificated Note and, upon complete exchange thereof, such Note shall be cancelled and de-registered by the Note Registrar. Each of the Uncertificated Notes may be exchanged in its entirety for a Definitive Variable Funding Note and, upon complete exchange thereof, such Uncertificated Note shall be de-registered by the Note Registrar. In connection with such exchanges, the applicable Holder shall request such exchange in writing to the Issuer and Indenture Trustee, provide the Indenture Trustee with such documents as it may require to effect such exchange and provide customary documentation as may be required by the Indenture Trustee and the Note Registrar.

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(vii) Any Variable Funding Notes must be designated as “Class A-1 Notes” and no Notes that are not Variable Funding Notes may be designated as “Class A-1 Notes.”

(viii) Subject to the satisfaction of the conditions precedent set forth in the applicable Variable Funding Note Purchase Agreement, the Issuer may increase the outstanding Note principal balance in the manner provided in the Variable Funding Note Purchase Agreement. Upon each such increase, the Indenture Trustee shall, or shall cause the Note Registrar to, indicate in the Note Register such increase.

(b) Term Notes.

(i) The Term Notes shall be substantially in the form attached as Exhibit A-1, A-2, A-3 or A-4, as applicable; provided, further, that any of the Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof.

(ii) The Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No Term Note shall be entitled to any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authentication.

(iii) The aggregate principal amount of the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimited.

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Section 2.02. Registration of Transfer and Exchange of Notes.

(a) The Issuer may, at its own expense, appoint any Person with appropriate experience as a securities registrar to act as Note Registrar hereunder; provided that in the absence of any other Person appointed in accordance herewith acting as Note Registrar, the Indenture Trustee agrees to act in such capacity in accordance with the terms hereof. The Note Registrar shall be subject to the same standards of care, limitations on liability and rights to indemnity as the Indenture Trustee, and the provisions of Sections 11.01, 11.02, 11.03, 11.04, 11.05(b), and 11.05(c) shall apply to the Note Registrar to the same extent that they apply to the Indenture Trustee and with the same rights of recovery. Any Note Registrar appointed in accordance with this Section 2.02(a) may at any time resign by giving at least 90 days’ advance written notice of resignation to the Indenture Trustee, the Servicer, the Back-Up Manager and the Issuer. The Issuer may at any time terminate the agency of any Note Registrar appointed in accordance with this Section 2.02(a) by giving written notice of termination to such Note Registrar, with a copy to the Indenture Trustee, the Back-Up Manager and the Servicer. If a successor Note Registrar does not take office within 30 days after the outgoing Note Registrar resigns or is removed, the outgoing Note Registrar may petition any court of competent jurisdiction for the appointment of a successor Note Registrar.

At all times during the term of this Base Indenture, there shall be maintained at the office of the Note Registrar a Note Register in which, subject to such reasonable regulations as the Note Registrar may prescribe, the Note Registrar shall provide for the registration of Notes (including the name and address of each such Noteholder) and of transfers and exchanges of Notes as herein provided (or as set forth in any Series Supplement with respect to the transfer and registration or de-registration of any Uncertificated Note). The Note Registrar shall indicate in its books and records the principal (and stated interest) amount owing to each Noteholder from time to time. The Issuer, the Servicer and the Indenture Trustee shall have the right to inspect the Note Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register.

(b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws.

Except as otherwise provided in a Series Supplement for a Series of Variable Funding Notes, if a transfer of any Note that constitutes a Definitive Note is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Notes or a transfer of a Book-Entry Note to a successor Depositary as contemplated by Section 2.03(c)), the Note Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon with no duty to confirm, verify or otherwise review and with no liability therefor) either: (i) a certificate from the Noteholder desiring to effect such transfer substantially in the form attached hereto as Exhibit B-4 or Exhibit B-5, as applicable, and a certificate from the prospective Transferee substantially in the form attached hereto as Exhibit B-2 or Exhibit B-3, as applicable; or (ii) an Opinion of Counsel satisfactory to the Note Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Issuer, the Servicer, the Indenture

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Trustee, the Manager, or the Note Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Noteholder desiring to effect such transfer or such Noteholder’s prospective Transferee on which such Opinion of Counsel is based. Notwithstanding any of the foregoing to the contrary, if a Definitive Term Note is transferred to a Holder who takes its interest therein in the form of a Global Note, such Holder shall not be obligated to provide any additional documentation.

The transfer, sale, pledge or other disposition of any Class of a Series of Variable Funding Notes shall be subject to the terms of the Series Supplement for such Series and the applicable Variable Funding Note Purchase Agreement.

If a transfer of any interest in a Rule 144A Global Note is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Notes), then the Holder is deemed to represent to the Issuer, the Note Registrar and the Indenture Trustee that it is a Qualified Institutional Buyer and is acquiring a Rule 144A Global Note (or interest therein) for its own account (and not for the account of others) or as a fiduciary or agent for others (which others are Qualified Institutional Buyers). Except as provided in the following two paragraphs, no interest in a Rule 144A Global Note for any Class of Book-Entry Notes shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Note.

Notwithstanding the preceding paragraph, any interest in a Rule 144A Global Note for a Class of Book-Entry Notes (other than a Rule 144A Global Note that is a Tax Restricted Note) may be transferred to any Person who takes delivery in the form of a beneficial interest in a Regulation S Global Note for such Class of Notes upon delivery to the Note Registrar of such written orders and instructions as are required under the Applicable Procedures of the Depositary, Clearstream and Euroclear to direct the Indenture Trustee to debit the account of a DTC Participant by a denomination of interests in such Rule 144A Global Note, and credit the account of a DTC Participant by a denomination of interests in such Regulation S Global Note, that is equal to the denomination of beneficial interests in the Class of Notes to be transferred. Upon delivery to the Note Registrar of such orders and instructions, the Indenture Trustee, subject to and in accordance with the Applicable Procedures of the Depositary, shall reduce the denomination of the Rule 144A Global Note in respect of the applicable Class of Notes and increase the denomination of the Regulation S Global Note for such Class by the denomination of the beneficial interest in such Class specified in such orders and instructions.

Also notwithstanding the foregoing, any interest in a Rule 144A Global Note with respect to any Class of Book-Entry Notes may be transferred by any Note Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of an IAI Global Note of the same Class as such Rule 144A Global Note upon delivery to the Note Registrar and the Indenture Trustee of (i) an Opinion of Counsel, certifications and/or other information satisfactory to the Issuer and (ii) such written orders and instructions as are required under the Applicable Procedures of the Depositary to direct the Indenture Trustee to debit the account of a DTC Participant by the denomination of the transferred interests in such Rule 144A Global Note. Upon delivery to the Note Registrar of an Opinion of Counsel, certifications and/or other information satisfactory to the Issuer, the Indenture Trustee, subject to and in accordance with the Applicable Procedures of the

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Depositary, shall reduce the denomination of the subject Rule 144A Global Note by the denomination of the transferred interests in such Rule 144A Global Note and increase the denomination of the IAI Global Note for such Class by the denomination of the beneficial interest in such Class specified in such orders and instructions.

If a transfer of any interest in a Definitive Term Note is to be made to a Rule 144A Global Note without registration under the Securities Act, then the new Holder is deemed to represent to the Issuer and the Indenture Trustee that it is a Qualified Institutional Buyer and is acquiring a Rule 144A Global Note (or interest therein) for its own account (and not for the account of others) or as a fiduciary or agent for others (which others are Qualified Institutional Buyers).

Any interest in a Definitive Term Note with respect to any Class (other than a Definitive Term Note that is a Tax Restricted Note) may be transferred to any Person who takes delivery in the form of a beneficial interest in a Regulation S Global Note for such Class of Notes upon delivery to the Note Registrar of such written orders and instructions as are required under the Applicable Procedures of the Depositary, Clearstream and Euroclear to direct the Indenture Trustee to credit the account of a DTC Participant by a denomination of interests in such Regulation S Global Note, that is equal to the denomination of beneficial interests in the Class of Definitive Term Notes to be transferred. Upon delivery to the Note Registrar of such orders and instructions, the Indenture Trustee, subject to and in accordance with the Applicable Procedures of the Depositary, shall increase the denomination of the Regulation S Global Note for such Class by the denomination of the beneficial interest in such Class specified in such orders and instructions.

Any interest in a Definitive Term Note with respect to any Class may be transferred to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a beneficial interest in an IAI Global Note of the same Class upon delivery to the Note Registrar and the Indenture Trustee of (i) an Opinion of Counsel, certifications and/or other information satisfactory to the Issuer and (ii) such written orders and instructions as are required under the Applicable Procedures of the Depositary to direct the Indenture Trustee. Upon delivery to the Note Registrar of an Opinion of Counsel, certifications and/or other information satisfactory to the Issuer, the Indenture Trustee, subject to and in accordance with the Applicable Procedures of the Depositary, shall increase the denomination of the IAI Global Note for such Class by the denomination of the beneficial interest in such Class specified in such orders and instructions.

In the event of (and as a condition to) any transfer of a Definitive Term Note in accordance with the prior three paragraphs, such Definitive Term Note shall be surrendered to the Indenture Trustee for cancellation in accordance with the Indenture Trustee’s standard procedures.

Except as provided in the next paragraph, no beneficial interest in a Regulation S Global Note for any Class of Book-Entry Notes shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Note. On or prior to the Release Date, a Note Owner desiring to effect any such Transfer shall be required to obtain from such Note Owner’s prospective Transferee a written certification substantially in the

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form set forth in Exhibit B-1 certifying that such Transferee is not a U.S. Person (as defined under Regulation S). On or prior to the Release Date, beneficial interests in the Regulation S Global Note for each Class of Book-Entry Notes may be held only through Euroclear or Clearstream. The Regulation S Global Note for each Class of Book-Entry Notes shall be deposited with the Indenture Trustee as custodian for the Depositary and registered in the name of Cede & Co. as nominee of the Depositary.

Notwithstanding the preceding paragraph, after the Release Date, any interest in a Regulation S Global Note for a Class of Book-Entry Notes may be transferred to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Note or an IAI Global Note for such Class of Notes upon delivery to the Note Registrar of such written orders and instructions as are required under the Applicable Procedures of the Depositary, Clearstream and Euroclear to direct the Indenture Trustee to debit the account of a DTC Participant by a denomination of interests in such Regulation S Global Note, and credit the account of a DTC Participant by a denomination of interests in such Rule 144A Global Note or IAI Global Note, that is equal to the denomination of beneficial interests in the Class of Notes to be transferred. Upon delivery to the Note Registrar of such orders and instructions, the Indenture Trustee, subject to and in accordance with the Applicable Procedures of the Depositary, shall reduce the denomination of the Regulation S Global Note in respect of the applicable Class of Notes and increase the denomination of the Rule 144A Global Notes or IAI Global Notes, as applicable, for such Class by the denomination of the beneficial interest in such Class specified in such orders and instructions.

None of the Issuer, the Indenture Trustee nor the Note Registrar shall be obligated to register or qualify any Class of Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Base Indenture to permit the transfer of any Note or interest therein without registration or qualification. Any Noteholder or Note Owner desiring to effect a transfer, sale, pledge or other disposition of any Note or interest therein shall, and does hereby agree to, indemnify the Obligors, the Guarantor, the Initial Purchasers, the Indenture Trustee, the Manager, the Servicer and the Note Registrar against any liability that may result if such transfer, sale, pledge or other disposition is not exempt from the registration or qualification requirements of the Securities Act and any applicable state securities laws or is not made in accordance with such federal and state laws.

(c) No transfer of any Note or any interest therein shall be made to any Plan or to any Person who is directly or indirectly acquiring such Note on behalf of, as fiduciary of, as trustee of, or with the assets of, a Plan, except in each such case, in accordance with the following provisions of this Section 2.02(c). Any attempted or purported transfer of a Note in violation of this Section 2.02(c) will be null and void and vest no rights in any purported Transferee.

The Note Registrar shall not register the transfer of a Note that constitutes a Definitive Note or the transfer of an interest in a Book-Entry Note that following such purported transfer will constitute a Definitive Note unless the Note Registrar has received from the prospective Transferee a certification that either (i) if it is acquiring a Note other than a Tax Restricted Note, then either (A) such prospective Transferee is not a Plan or any person who is acquiring or holding such Note or any interest therein on behalf of, as fiduciary of, as trustee of,

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or with assets of, any Plan or (B) such acquisition and holding by such Transferee of such Note or any interest therein will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation of any applicable Similar Law or (ii) if it is acquiring Tax Restricted Notes, then either (A) it is neither a Plan nor a person who is purchasing such Notes or any interest therein on behalf of, as fiduciary of, as trustee of, or with assets of, any Plan or (B) it is a Plan not subject to Title I of ERISA or Section 4975 of the Code and its purchase and holding of such Notes or any interest therein will not result in a violation of any applicable Similar Laws.

It is hereby acknowledged that either of the forms of certification attached hereto as Exhibits B-2 and B-3 is acceptable for purposes of the preceding sentence. If a transfer of any interest in a Note is to be made and is permitted without delivering to the Note Registrar a certification as provided in this Section 2.02(c), the prospective Transferee of such Note, by its acquisition of such Note (or an interest therein), shall be deemed to have represented and warranted that either (i) if it is acquiring a Note other than a Tax Restricted Note, then either (A) such prospective Transferee is not a Plan or any person who is acquiring or holding such Note or any interest therein on behalf of, as fiduciary of, as trustee of, or with the assets of, any Plan or (B) such acquisition and holding by such Transferee of such Note or any interest therein will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation of any applicable Similar Law or (ii) if it is acquiring a Tax Restricted Note, then either (A) it is neither a Plan nor a person who is purchasing such Tax Restricted Note or any interest therein on behalf of, as fiduciary of, as trustee of, or with assets of, any Plan or (B) it is a Plan not subject to Title I of ERISA or Section 4975 of the Code and its purchase and holding of such Tax Restricted Note or any interest therein will not result in a violation of any applicable Similar Laws.

(d) If a Person is acquiring a Note as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that, and such other evidence as may be reasonably required by the Note Registrar to confirm that, it has (i) sole investment discretion with respect to each such account and (ii) full power to make the applicable foregoing acknowledgments, representations, warranties, certifications or agreements with respect to each such account as set forth in subsections (b), (c), (d) or (k), as appropriate, of this Section 2.02.

(e) Subject to the preceding provisions of this Section 2.02, upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purpose (or as set forth in any Series Supplement with respect to the transfer and registration or de-registration of any Uncertificated Note), one or more new Notes of authorized denominations of the same Class and Series evidencing a like aggregate Percentage Interest (except in the case of Uncertificated Notes) shall be executed, authenticated and delivered, in the name of the designated transferee or transferees, in accordance with Section 2.01(b)(ii).

(f) At the option of any Noteholder, its Notes may be exchanged for other Notes of authorized denominations of the same Class and Series evidencing a like aggregate Percentage Interest, upon surrender (or de-registration) of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange (or de-registration), the Notes which the Noteholder making the exchange is entitled to receive shall be executed, authenticated and delivered (or registered in the case of Uncertificated Notes) in accordance with Section 2.01(b)(ii).

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(g) Every Note (other than Uncertificated Notes) presented or surrendered for transfer or exchange (or de-registration) shall (if so required by the Note Registrar) be duly endorsed by the Noteholder thereof or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by the Noteholder thereof or its attorney duly authorized in writing.

(h) No service charge shall be imposed for any transfer or exchange (or de-registration) of Notes, but the Indenture Trustee or the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange (or de-registration) of Notes.

(i) All Notes surrendered for transfer and exchange (other than Uncertificated Notes) shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures.

(j) The Note Registrar shall provide to each of the other parties hereto, upon reasonable written request and at the expense of the requesting party, an updated copy of the Note Register.

(k) Notwithstanding anything herein to the contrary, no transfer of any beneficial interest in any Tax Restricted Note of a Series shall be permitted if such transfer would result in there being collectively more than the number of Persons specified in the applicable Series Supplement that may be beneficial holders of Tax Restricted Notes or if such transfer does not otherwise comply with the requirements in the applicable Series Supplement. Any purported sales or Transfers of any beneficial interest in a Tax Restricted Note to a Transferee which does not comply with the requirements of this paragraph or of the applicable Series Supplement shall be null and void ab initio.

(l) Neither the Indenture Trustee nor the Note Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Base Indenture or under applicable law with respect to the transfer of any Note (and registration or de-registration of any Uncertificated Note) or the transfer of any interest in any Book-Entry Note other than to require delivery of the certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Base Indenture, and to examine the same to determine substantial compliance on their face to the express requirements of this Base Indenture. In connection with the transfer of any Note or the transfer of any interest in any Book-Entry Note pursuant to this Base Indenture, the Indenture Trustee and the Note Registrar shall be under no duty to inquire into the validity, legality and due authorization of such transfer pursuant to this Base Indenture.

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Section 2.03. Book-Entry Notes.

(a) Each Class and Series of Term Notes shall (other than any Definitive Term Notes) initially be issued as one or more Notes registered in the name of the Depositary or its nominee and, except as provided in Section 2.03(c), transfer of such Notes may not be registered by the Note Registrar unless such transfer is to a successor Depositary that agrees to hold such Notes for the respective Note Owners with Ownership Interests therein. Such Note Owners shall hold and, subject to Sections 2.02(b), 2.02(c) and 2.02(k), transfer their respective ownership interests in and to such Notes through the book-entry facilities of the Depositary and, except as provided in Section 2.03(c), shall not be entitled to Definitive Term Notes in respect of such ownership interests. Term Notes of each Class and Series of Notes initially sold in reliance on Rule 144A shall be represented by the Rule 144A Global Note for such Class and Series, which shall be deposited with the DTC Custodian for the Depositary and registered in the name of Cede & Co. as nominee of the Depositary. Term Notes of each Class and Series of Notes initially sold in offshore transactions in reliance on Regulation S shall be represented by the Regulation S Global Note for such Class and Series, which shall be deposited with the Indenture Trustee as custodian for the Depositary. All transfers by Note Owners of their respective ownership interests in the Book-Entry Notes shall be made in accordance with the procedures established by the DTC Participant or brokerage firm representing each such Note Owner. Each DTC Participant shall only transfer the ownership interests in the Book-Entry Notes of Note Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depositary’s normal procedures.

(b) The Issuer, the Servicer, the Indenture Trustee and the Note Registrar shall for all purposes, including the making of payments due on the Book-Entry Notes, deal with the Depositary as the authorized representative of the Note Owners with respect to such Notes for the purposes of exercising the rights of Noteholders hereunder. The rights of Note Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Note Owners and the DTC Participants and indirect participating brokerage firms representing such Note Owners. Multiple requests and directions from, and votes of, the Depositary as holder of the Book-Entry Notes with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Note Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Noteholders and shall give notice to the Depositary of such record date.

(c) Notes initially issued in the form of Book-Entry Notes will thereafter be issued as Definitive Notes or Uncertificated Notes to applicable Note Owners or their nominees, rather than to DTC or its nominee, only if the Issuer advises the Indenture Trustee in writing that DTC is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Notes and the Issuer is unable to locate a qualified successor. Upon the occurrence of the event described in the preceding sentence, the Indenture Trustee will be required to notify, in accordance with DTC’s procedures, all DTC Participants (as identified in a listing of DTC Participant accounts to which each Class and Series of Book-Entry Notes is credited) through DTC of the availability of such Definitive Notes. Upon surrender to the Note Registrar of any Class of Book-Entry Notes (or any portion of any Class thereof) by the Depositary, accompanied by re-registration instructions from the Depositary for registration of transfer, the Indenture Trustee or other designated party shall be required to cause the issuance of

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Definitive Notes in respect of such Class (or portion thereof) and Series to be executed and authenticated in accordance with Section 2.01(b)(ii) and delivered to the Note Owners identified in such instructions. None of the Issuer, the Servicer, the Indenture Trustee or the Note Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes for purposes of evidencing ownership of any Book-Entry Notes, the registered holders of such Definitive Notes shall be recognized as Noteholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise voting rights with respect to, and to transfer and exchange such Definitive Notes, subject to the conditions and restrictions contained in Section 2.02.

(d) None of the Obligors, the Guarantor, the Manager, the Indenture Trustee, the Servicer, the Back-Up Manager, the Note Registrar or the Initial Purchasers will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective direct or indirect Participants of their respective obligations under the rules and procedures governing their operations.

Section 2.04. Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated but clearly identifiable Note is surrendered to the Note Registrar, or the Note Registrar receives evidence to its satisfaction of the destruction, loss, mutilation beyond clear identification or theft of any Note, and (ii) there is delivered to the Indenture Trustee and the Note Registrar such security or indemnity as may be reasonably required by them to hold each of them harmless, then, in the absence of actual written notice to the Indenture Trustee or the Note Registrar, as applicable, that such Note has been acquired by a bona fide purchaser, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of the same Class and Series and of like Percentage Interest shall be executed, authenticated and delivered in accordance with Section 2.01(b)(ii) (or registered in accordance with Section 2.01(a), in the case of an Uncertificated Note). Upon the issuance of any new Note under this Section 2.04, the Indenture Trustee and the Note Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Indenture Trustee and the Note Registrar) connected therewith. Any replacement Note issued (or registered in the case of Uncertificated Notes) pursuant to this Section 2.04 shall constitute complete and indefeasible evidence of ownership of such Note, as if originally issued, whether or not the lost, stolen or destroyed Note shall be found at any time.

Section 2.05. Persons Deemed Owners. Prior to due presentment for registration of transfer of any Notes (or any other transfer and de-registration of Uncertificated Notes), the Issuer, the Manager, the Servicer, the Indenture Trustee, the Note Registrar and any agent of any of them shall treat the Person in whose name such Note is registered as the owner of such Note for the purpose of receiving payments pursuant to Article V and for all other purposes whatsoever, and none of the Issuer, the Manager, the Servicer, the Indenture Trustee, the Note Registrar or any agent of any of them shall be affected by any notice to the contrary.

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Section 2.06. Certification by Note Owners.

(a) Each Note Owner is hereby deemed, by virtue of its acquisition of an ownership interest in the Book-Entry Notes, to agree to comply with the transfer requirements of Section 2.02(c) and, if applicable, Section 2.02(k).

(b) To the extent that under the terms of this Base Indenture it is necessary to determine whether any Person is a Note Owner, the Indenture Trustee and the Servicer may conclusively rely on a certificate of such Person in such form as shall be reasonably acceptable to the Indenture Trustee or the Servicer, as applicable, which specifies the Class, Series and principal balance of the Book-Entry Note beneficially owned; provided, however, that neither the Indenture Trustee, the Servicer, nor the Note Registrar shall knowingly recognize such Person as a Note Owner if such Person, to the Knowledge of a Responsible Officer of the Indenture Trustee, the Servicer or the Note Registrar, as the case may be, acquired its ownership interest in a Book-Entry Note in violation of Section 2.02(c) or Section 2.02(k), or if such Person’s certification that it is a Note Owner is in direct conflict with information actually known by, or made known in writing to, a Responsible Officer the Indenture Trustee, the Servicer or the Note Registrar, with respect to the identity of a Note Owner. The Indenture Trustee and the Note Registrar shall afford any Person providing information with respect to its Note ownership of any Book-Entry Note an opportunity to resolve any discrepancies between the information provided and any other information available to the Indenture Trustee or the Note Registrar, as the case may be. If any request would require the Indenture Trustee or the Note Registrar, as the case may be, or the Servicer to determine the beneficial owner of any Note, the Indenture Trustee or the Note Registrar, as applicable, or the Servicer, as applicable, may condition its making such a determination on the payment by the applicable Person of any and all costs and expenses incurred or reasonably anticipated to be incurred by the Indenture Trustee, the Note Registrar, or the Servicer, as applicable, in connection with such request or determination.

Section 2.07. Notes Issuable in Series.

The Notes of the Issuer shall be issued in one or more Series. Each Series shall be issued pursuant to a Series Supplement (it being understood that a single Series Supplement may provide for more than one Series). Each Series Supplement shall include with respect to the related Series:

(i) the title of such Series (which shall distinguish such Series from other Series) and whether each Class of such Series will be Variable Funding Notes or Term Notes;

(ii) (a) with respect to each Class of Term Notes, the initial outstanding principal balance thereof and (b) with respect to each class of Variable Funding Notes, the maximum committed amount thereof;

(iii) with respect to each Class of Term Notes, the Targeted Amortization Amounts, if any, and the date or dates on which such Targeted Amortization Amounts are payable;

(iv) the related Note Rate(s);

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(v) whether such Series has a Prefunding Period, and, if so, the funded amount of the related Prefunding Account, the applicable Classes of such Series that the Prefunding Account relates to, the expiration date of the related Prefunding Period, and the funded amount of the related Yield Maintenance Reserve Account applicable to such Series for purposes of Section 4.03;

(vi) the definition of Rating Agency Confirmation with respect to such Series, if different from the definition herein, and the Rating Agency or Rating Agencies for such Series;

(vii) whether the Notes of each Class of such Series are Uncertificated Notes, Book-Entry Notes or Definitive Notes;

(viii) if such Series includes Tax Restricted Notes, the maximum number of beneficial holders of Tax Restricted Notes of such Series;

(ix) the related Anticipated Repayment Date(s);

(x) the related Closing Date;

(xi) the related Initial Purchasers (if any);

(xii) the related initial Payment Date;

(xiii) the related Post-ARD Note Spread(s);

(xiv) with respect to each Class of Term Notes, the definition of Prepayment Consideration, if different from the definition herein, and the related Prepayment Consideration Period(s);

(xv) the related Rated Final Payment Date; and

(xvi) any other terms of such Series (which terms shall not be inconsistent with the provisions of this Base Indenture except as specifically authorized herein or to the extent that such Series Supplement also constitutes an Indenture Supplement to this Base Indenture pursuant to Article XIII).

The Notes of a Series may have more than one settlement or issue date. The Notes of each Series will be assigned to one or more Classes and, with respect to any Series of Notes issued after the date hereof, shall satisfy the requirements of Section 2.12(c) as of the date of issuance.

The Issuer agrees that it will not designate, for any Series and Class of Notes that are Tax Restricted Notes, a maximum number of beneficial holders for such Series and Class of Tax Restricted Notes that would cause the aggregate maximum number of beneficial holders and beneficial owners for all Series and Classes of Tax Restricted Notes then Outstanding, collectively with the aggregate number of beneficial holders of any other interests in the Issuer that are or may be treated as equity of the Issuer for U.S. federal income purposes, as determined for purposes of Treasury regulation 1.7704-1(h), to exceed 90.

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Section 2.08. Principal Payments. Prior to the Anticipated Repayment Date for a Series, unless prior thereto any principal amount with respect to any Notes of such Series becomes due and payable pursuant to clause (v), (viii), (ix), (x) or (xiii) of the Priority of Payments, no principal shall be required to be paid with respect to such Series. The Class Principal Balance of each Class of Notes, to the extent not earlier paid, shall be due and payable in its entirety on the Rated Final Payment Date for such Class.

Section 2.09. Certain Prepayments and Prepayment Consideration.

(a) Optional Prepayments. The Issuer may, at its option, prepay the Notes in whole or in part on any Business Day; provided that (i) the Issuer shall have provided written notice of such prepayment to the Indenture Trustee, the Paying Agent, the Back-Up Manager and Servicer no later than five Business Days (or such shorter notice period as set forth in the Variable Funding Note Purchase Agreement for any Series of Variable Funding Notes) prior to the date of such prepayment and (ii) such prepayment is accompanied by all accrued and unpaid interest on the principal amount of such Notes being prepaid through the date of such prepayment (along with any applicable Prepayment Consideration); provided that optional partial prepayments (other than to the extent made with funds on deposit in the Cash Trap Reserve Account) (i) may be directed by the Issuer to be applied solely to Notes of a particular Series and (ii) such optional partial prepayment will be applied to the Classes of such selected Series of Notes in direct order of alphanumerical designation, except that no prepayment is required to be applied to any Variable Funding Notes unless (x) the commitment with respect to such Notes is not revolving or (y) such Notes are in a Post-ARD Period.

On the date of any optional prepayment in connection with which Prepayment Consideration is payable, the Indenture Trustee or the Paying Agent, as applicable, in either case at the prior written direction of the Manager (or, at any time that the Notes are Specially Serviced Notes, the Servicer), shall pay such Prepayment Consideration received in respect of any Class and Series of Notes to the Holders of such Notes pro rata based on the amount of principal prepaid on each such Note. Such optional prepayment shall be subject in all respects to the applicable requirements of the Depositary in connection with any prepayment and neither the Indenture Trustee nor the Paying Agent shall have any responsibility or liability for the failure or delay of any such optional prepayments due to (i) lack of compliance (other than, subject to timely receipt of any information or documents required for its compliance, by the Indenture Trustee or the Paying Agent, as applicable) with the applicable requirements of or any other policies and procedures of the Depositary or (ii) any other act or omission of the Depositary.

In connection with each disposition of a Fiber Network Asset pursuant to Section 7.29, if and to the extent required thereunder, the Issuer shall prepay the Notes in an amount equal to the applicable Release Price for the related Fiber Network Assets pursuant to clause (v) of the Priority of Payments, and pay all amounts necessary to satisfy the Disposition Conditions.

(b) Mandatory Prepayments from Prefunding Accounts. On the first Payment Date following the end of the Prefunding Period with respect to a Series of Notes, if any funds

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remain in the Prefunding Account for such Series of Notes, the Indenture Trustee will, solely pursuant to written direction of the Manager, use the funds remaining on deposit therein to repay a portion of the principal amount of the applicable Classes of Term Notes of such Series of Notes as set forth in the Series Supplement for such Series; provided that, if on such date a Cash Sweep Period or Rapid Amortization Period is then in effect or an Event of Default has occurred and is continuing, such funds will be used (i) first to repay the principal amount of the applicable Classes of Term Notes of such Series of Notes as set forth in the Series Supplement for such Series and (ii) second to repay the other Notes in direct order of alphanumerical designation.

(c) Prepayment Consideration. Except as otherwise provided in this Section 2.09(c) or in a Series Supplement for any Series of Term Notes, Prepayment Consideration shall be payable in connection with (i) any optional prepayment of any Class of Term Notes and (ii) any prepayments of any Class of Term Notes made in connection with a Release Price Disposition, in each case of clauses (i) and (ii), that are made during the applicable Prepayment Consideration Period.

For the avoidance of doubt, except as provided in the Series Supplement with respect to a Series of Notes, Prepayment Consideration is not payable in connection with (i) any prepayments made pursuant to clauses (x) and (xiii) of the Priority of Payments during a Rapid Amortization Period or pursuant to clause (viii) of the Priority of Payments while a Cash Sweep Period is in effect; (ii) any prepayments made following an acceleration of the maturity of the Notes following the occurrence and during the continuation of an Event of Default; (iii) any prepayments made from unreinvested Insurance Proceeds pursuant to Section 7.06; (iv) any prepayments made from funds on deposit in the Cash Trap Reserve Account; (v) any cancellation of repurchased Outstanding Notes; or (vi) any prepayment after the related Prepayment Consideration Period. No Prepayment Consideration shall be payable in connection with prepayments of any Series of Variable Funding Notes. Any due and unpaid Prepayment Consideration shall be paid in accordance with the Priority of Payments. Prepayment Consideration that is not paid when due because funds are not available to make such payment pursuant to the Priority of Payments shall not bear interest.

(d) Commencing on the Payment Date specified in a Series Supplement for any Series of Notes, and subject to the availability of funds for such purpose, a portion of the principal of the Notes of such Series will be payable on each Payment Date in an amount equal to the Monthly Amortization Amount for such Notes and such Payment Date if the Series Supplement for such Series specifies that the Monthly Amortization Amount shall apply to such Notes. Failure on the part of the Issuer to pay the entire Monthly Amortization Amount for such Notes on any Payment Date, other than the Rated Final Payment Date, will not constitute an Event of Default or otherwise provide to the Noteholders (or the Indenture Trustee on behalf of the Noteholders) any additional rights or remedies.

Section 2.10. Post-ARD Additional Interest. Additional interest (“Post-ARD Additional Interest”) shall accrue in respect of a Class of Notes of a Series during the Post-ARD Period for such Class of Notes on the Class Principal Balance of each Note of such Class at a per annum rate (each, a “Post-ARD Additional Interest Rate”) equal to (x) in the case of a Series of Variable Funding Notes, the rate set forth in the related Series Supplement or Variable Funding Note Purchase Agreement and (y) in the case of a Series of Term Notes, the rate determined by

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the Manager to be the greater of (i) 5% per annum and (ii) the amount, if any, by which the sum of the following exceeds the Note Rate for such Note: (A) the yield to maturity (adjusted to a “mortgage equivalent basis” pursuant to the standards and practices of the Securities Industry and Financial Markets Association) on the Anticipated Repayment Date for such Note of the United States Treasury Security having a remaining term closest to ten (10) years plus (B) 5%, plus (C) the Post-ARD Note Spread applicable to such Note. The Manager shall provide written notice to the Indenture Trustee of the Post-ARD Additional Interest Rate. In no event shall the Indenture Trustee be obligated to recalculate or verify the Post-ARD Additional Interest Rate.

Post-ARD Additional Interest accrued for a particular Class and Series of Notes shall not be payable until there are available funds therefor in accordance with the Priority of Payments. Prior to such time, Post-ARD Additional Interest shall be deferred and added to any Post-ARD Additional Interest previously deferred and remaining unpaid (the “Deferred Post-ARD Additional Interest”). Deferred Post-ARD Additional Interest and Post-ARD Additional Interest shall not bear interest.

Section 2.11. Defeasance.

(a) Indenture Defeasance. At any time, the Obligors may obtain the release from all covenants of this Base Indenture by delivering funds and/or Government Securities that provide for payments on each Payment Date which replicate the required payments (including any Targeted Amortization Amounts) due under the Transaction Documents with respect to all of the Notes then Outstanding, including the Indenture Trustee Fee and any other amounts due and owing to the Indenture Trustee (in any of its capacities), Servicing Fees, Other Servicing Fees and any other amounts due and owing to the Servicer, rating agency fees and any other amounts due and owing to any Rating Agency, Workout Fees, the Back-Up Manager Fee and any other amounts due and owing to the Back-Up Manager, if any, through the first Payment Date for each Series of Notes on which such Series could be prepaid without payment of any Prepayment Consideration (including payment in full of the principal of such Notes on such Payment Date) (the “Scheduled Defeasance Payments”); provided that (i) no Event of Default has occurred and is continuing; (ii) the Issuer shall pay or deliver on the date of such defeasance (the “Defeasance Date”) (a) all interest accrued and unpaid on the Notes to but not including the Defeasance Date, (b) all other sums then due under each Class of Notes and all other Transaction Documents executed in connection therewith, including any costs incurred in connection with such defeasance, and (c) funds and/or Government Securities providing for payments equal to the Scheduled Defeasance Payments; and (iii) a notice shall have been delivered to the Rating Agencies. In addition, the Issuer shall deliver to the Indenture Trustee (1) a security agreement granting the Indenture Trustee on behalf of the Secured Parties a first priority perfected security interest in the funds and Government Securities so delivered by the Issuer, (2) an Opinion of Counsel as to the enforceability and perfection of such security interest and (3) a confirmation by an Independent certified public accounting firm that the funds and Government Securities so delivered are sufficient to pay all Scheduled Defeasance Payments. The Issuer, pursuant to the security agreement described above, shall authorize and direct that the payments received from the Government Securities shall be made directly to the Indenture Trustee and applied to satisfy the obligations of the Issuer under the Notes and the other Transaction Documents.

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(b) Series or Class Defeasance. Subject to the terms of each applicable Series Supplement, at any time, the Obligors may obtain the release from all covenants of this Base Indenture in respect of a particular Series or Class of Notes (the “Defeased Notes”) by delivering funds and/or Government Securities that provide for Scheduled Defeasance Payments solely with respect to such Defeased Notes; provided that (i) no Event of Default has occurred and is continuing; (ii) the Issuer shall pay or deliver on the Defeasance Date (a) all interest accrued and unpaid on such Defeased Notes to but not including the Defeasance Date, (b) all other sums then due under each Class of Defeased Notes and all other Transaction Documents executed in connection therewith, including any costs incurred in connection with such defeasance, and (c) funds and/or Government Securities providing for payments equal to the Scheduled Defeasance Payments solely with respect to the Defeased Notes; and (iii) a notice shall have been delivered to the Rating Agencies. In addition, the Issuer shall deliver to the Indenture Trustee (1) a security agreement granting the Indenture Trustee on behalf of the Secured Parties a first priority perfected security interest in the funds and Government Securities so delivered by the Issuer, (2) an Opinion of Counsel as to the enforceability and perfection of such security interest and (3) a confirmation by an Independent certified public accounting firm that the funds and Government Securities so delivered are sufficient to pay all Scheduled Defeasance Payments solely with respect to the Defeased Notes; provided further that (i) if, after giving effect to the deposit, any other Series or Class of Notes is Outstanding, the Issuer delivers to the Indenture Trustee an Officer’s Certificate of the Issuer stating that (x) no Default or Event of Default shall have occurred and will be continuing on the date of such deposit, (y) the defeasance was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding other creditors, (z) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other Transaction Documents, (ii) the Rating Agency Confirmation is received with respect to each Series of Notes Outstanding, if any, other than the Defeased Notes and (iii) the Indenture Trustee shall have received an Officer’s Certificate and Opinion of Counsel described in Section 15.01. The Issuer, pursuant to the security agreement described above, shall authorize and direct that the payments received from the Government Securities shall be made directly to the Indenture Trustee and applied to satisfy the obligations of the Issuer with respect to the Defeased Notes under the Transaction Documents.

(c) If the Asset Entities will continue to own any material assets other than the Government Securities and funds delivered in connection with the defeasance, the Issuer shall establish or designate a special-purpose bankruptcy-remote successor entity acceptable to the Indenture Trustee (acting at the prior written direction of the Servicer), with respect to which a substantive non-consolidation Opinion of Counsel reasonably satisfactory to the Indenture Trustee (consistent with the prior non-consolidation Opinion of Counsel most recently delivered to the Indenture Trustee) has been delivered to the Indenture Trustee and to transfer to that entity the pledged Government Securities and funds. The new entity shall assume the obligations of the Issuer under the Notes being defeased and the security agreement and the Obligors and the Guarantor shall be relieved of their obligations in respect thereof under the Transaction Documents. The Issuer shall pay Ten Dollars ($10) to such new entity as consideration for assuming such obligations.

(d) If the Issuer satisfies the requirements of Section 2.11(a) to defease the Notes and delivers to the Indenture Trustee an Officer’s Certificate of the Issuer and an Opinion of Counsel in compliance with Section 15.01, the Indenture Trustee shall promptly execute,

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acknowledge and deliver to the Obligors a release of the Collateral under the applicable Transaction Documents in recordable form to the extent applicable for such release; provided that the Obligors shall, at their sole expense, prepare any and all documents and instruments necessary to effect such release, all of which shall be subject to the reasonable approval of the Indenture Trustee, and the Obligors shall pay all costs reasonably incurred by the Indenture Trustee (including reasonable attorneys’ fees and disbursements) in connection with the review, execution and delivery of the documents and instruments necessary to effect such release.

(e) All monies deposited with the Indenture Trustee pursuant to this Section 2.11 with respect to any or all Series of Notes shall be held in trust and applied by the Indenture Trustee, in accordance with the provisions of the Notes of such Series and this Base Indenture, to the payment through the Paying Agent to the Holders of the particular Notes of such Series for the payment of which such monies have been deposited with the Indenture Trustee, of all sums due and to become due thereon for the principal balance of such Notes and interest but such monies need not be segregated from other funds except to the extent required in this Base Indenture or required by law.

Section 2.12. Additional Contributed Neighborhoods; Retained Collections Contributions; Additional Notes.

(a) Additional Contributed Neighborhoods. From time to time the Manager may, but is not required to, designate additional geographic areas as Contributed Neighborhoods and contribute related Fiber Network Assets and the related Customer Agreements and Customer Receivables, as additional Collateral for the Notes, in each case subject to and in accordance with the Operation Standards; provided that in connection with each such addition the following conditions, as certified in an Officer’s Certificate to the Servicer and the Indenture Trustee by the Manager, are satisfied immediately after giving effect to the addition:

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In connection with the addition of any new Contributed Neighborhood, the Manager may designate one or more additional Non-Securitization Entities to act as shared infrastructure asset companies in addition to InfraCo in connection with the operation of the related additional Fiber Networks, in which case the Obligors may enter into shared infrastructure services agreements and shared infrastructure management agreements on terms similar to the Shared Infrastructure Services Agreement and the Shared Infrastructure Management Agreement with respect to shared infrastructure assets relating to the additional Fiber Networks in such new Contributed Neighborhood(s).

(b) Retained Collections Contributions. Any Obligor may designate (x) cash capital contributions made to such Obligor at any time by the Manager or an affiliate of the Manager or (y) any amount allocated under clause (xix) of the Priority of Payments on any Payment Date that is retained by the Issuer and, in each case, deposited into the Liquidity Reserve Account, as a “Retained Collections Contribution”; provided that a cash capital contribution shall not be deemed to be a Retained Collections Contribution if, as of the related deposit date into the Liquidity Reserve Account, such amount exceeds the limits set forth in the Series Supplement for anythe most recently issued Series of Notes outstanding.¹ Any Retained Collections Contribution made following a Collection Period, but on or before the related Payment Date may, at the Issuer’s discretion as designated in the applicable Manager Report, be included in Aggregate Annualized Run Rate Revenue as of the related Determination Date. Any Retained Collections Contributions will be part of Aggregate Annualized Run Rate Revenue for one year from the related deposit date. Any Retained Collections Contribution will be required to be retained in the Liquidity Reserve Account until the earlier of (i) one year after its related deposit date, and (ii) such Retained Collections Contribution being required to be used to satisfy any Liquidity Reserve Draw Amount. Upon the satisfaction of the preceding clause (i), the Obligors (or the Manager on their behalf) may direct the Indenture Trustee in writing to release the related Retained Collections Contributions from the Liquidity Reserve Account and deposit such amount to the Collection Account on the following Payment Date for application in accordance with the Priority of Payments on such Payment Date pursuant to the related Manager Report. For the avoidance of doubt, Retained Collections Contributions will not be annualized.

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(c) Additional Notes. The Issuer may at any time and from time to time issue additional Notes (“Additional Notes”) pursuant to a Series Supplement in one or more Classes each of which will rank pari passu with each Class of Notes Outstanding bearing the same alphanumerical Class designation (regardless of Series or date of issuance), if any, and may have other characteristics different than the other Outstanding Notes. If any Notes (other than Additional Notes) will remain outstanding after the issuance of such Additional Notes (such Notes, “Continuing Notes”), the following conditions will be required to be satisfied to issue such Additional Notes, as certified in an Officer’s Certificate to the Servicer and the Indenture Trustee (with a copy to the Back-Up Manager) by the Manager:

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Counsel with respect to the tax treatment of the Series 2023-1 Notes delivered on the Series 2023-1 Closing Date) to the effect that the issuance of such Additional Notes will not, for United States federal income tax purposes, (x) cause the Issuer to be taxable as other than a partnership that is not a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes within the meaning of Section 7704 of the Code or disregarded entity at the date of issuance or (y) cause any of the Continuing Notes that are characterized as indebtedness to be characterized as other than indebtedness.

Further, the Issuer may, but is not obligated to, issue Additional Notes of an existing Series and Class, subject to the issuance conditions for Additional Notes set forth above in this Section 2.12(c); provided that any execution of Notes or registration of Uncertificated Notes with respect to an increase in the Class A-1 Notes Maximum Principal Amount with respect to any existing Series of Variable Funding Notes shall only be subject to the satisfaction of the conditions set forth in clauses (A), (B), (C), (D) and (E) of this Section 2.12(c).

ARTICLE III

ESTABLISHMENT OF ACCOUNTS AND CASH MANAGEMENT

Section 3.01. Establishment of Collection Account, Prefunding Accounts, Insurance Proceeds Account and Reserve Accounts.

(a) On or prior to the date hereof, an Eligible Account shall be established by the Issuer, in the name of the Indenture Trustee for the benefit of the Secured Parties to serve as the collection account (such account, and any account replacing the same in accordance with this Base Indenture and the Cash Management Agreement, the “Collection Account”; and the depositary institution in which the Collection Account is maintained, the “Collection Account Bank”). The Collection Account Bank shall initially be established with the Indenture Trustee and shall be entitled to all rights, protections, privileges and immunities afforded to the Indenture Trustee under the Transaction Documents as if they were each expressly set forth herein for the benefit of the Collection Account Bank, mutatis mutandis.

(b) On or before the Closing Date for any Series of Notes for which a Prefunding Account is established, an Eligible Account shall be established by the Issuer, in the Indenture Trustee’s name for the benefit of the Noteholders of one or more Classes of such Series of Notes and the other Secured Parties, to serve as the Prefunding Account for such Series of Notes (the depositary institution in which such Prefunding Account is maintained, the “Prefunding Account Bank”). The Prefunding Account Bank shall initially be the Indenture Trustee and shall be entitled to all rights, protections, privileges and immunities afforded to the Indenture Trustee under the Transaction Documents as if they were each expressly set forth herein for the benefit of the Prefunding Account Bank, mutatis mutandis.

(c) The Issuer shall also establish the Reserve Accounts and the Insurance Proceeds Accounts as Eligible Accounts, in the name of the Indenture Trustee for the benefit of the Secured Parties. The Collection Account, the Prefunding Accounts, the Insurance Proceeds

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Account and the Reserve Accounts shall be non-interest bearing segregated trust accounts under the sole dominion and control of the Indenture Trustee (which dominion and control may be exercised by the Servicer as provided by the express terms of this Base Indenture or any other Transaction Document, or other designee of the Indenture Trustee); and except as expressly provided hereunder, in any Series Supplement, or in the Cash Management Agreement, the Obligors shall not have the right to control or direct the investment or payment of funds therein. The Obligors shall change any financial institution in which any Account is maintained if such Account is no longer an Eligible Account, subject to the immediately preceding sentence.

(d) The Issuer shall pay, in accordance with the Priority of Payments, all reasonable out-of-pocket costs and expenses incurred by the Indenture Trustee in connection with the transactions and other matters contemplated by this Section 3.01, including the Indenture Trustee’s reasonable attorneys’ fees and expenses, and all reasonable fees and expenses of the Collection Account Bank and Prefunding Account Bank, including their reasonable attorneys’ fees and expenses.

Section 3.02. Deposits to the Frontier Accounts, Control Accounts and the Collection Account; Excluded Amounts.

(a) Deposits to Frontier Accounts, Control Accounts and the Collection Account. On and after the Series 2023-1 Closing Date, the Manager will direct all Customers to pay all Collections (other than Excluded Amounts) directly into either (i) certain accounts maintained in the name of the Manager or another Non-Securitization Entity (the “Frontier Accounts” and Collections directly deposited therein by Customers, “Frontier Account Collections”) or (ii) the Control Accounts (Collections directly deposited into the Control Accounts by Customers, “Control Account Collections”).

Any Frontier Account Collections shall be deemed to be held in trust by the related Non-Securitization Entity on behalf of the Obligors and the Frontier Accounts shall be subject to account control agreements in favor of the Indenture Trustee; provided, however, that the relevant Non-Securitization Entities will not be required to enter into account control agreements with respect to Frontier Accounts that the Manager reasonably expects will contain a non-material amount of Retained Collections from time to time; provided further, that the Manager will not permit any such Frontier Account to be subject to an account control agreement in favor of a third-party trustee, collateral agent or other similar Person unless the Indenture Trustee is also party thereto with respect to its interest in the Retained Collections (and, for the avoidance of doubt and anything herein to the contrary notwithstanding, no such account control agreement or related security interest with respect to funds credited to any such Frontier Account shall be deemed to constitute a lien with respect to the Collateral); provided, further, that the Manager may terminate, or permit to be terminated, any Frontier Account and any account control agreement with respect to such Frontier Account if the Manager then reasonably expects that such Frontier Account will contain a non-material amount of Retained Collections from time to time (provided, that a “non-material amount” for purposes of this sentence shall be an amount equal to less than 0.50% of the aggregate amount of Retained Collections received in the last twelve (12) months) .

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The Manager will cause any Retained Collections relating to Frontier Account Collections to be remitted, within two (2) Business Days following receipt thereof (or, with respect to (x) any Frontier Account Collections received from wholesale and enterprise customers in respect of contracts covering areas located both inside and outside of Contributed Neighborhoods and (y) new customer deposits, initial installation fees, unidentified receipts and other miscellaneous amounts (this clause (y), “Miscellaneous Collections”), within two (2) Business Days following receipt and identification thereof), directly from the applicable Frontier Account(s) into the Collection Account; provided, that the Manager will exercise commercially reasonable efforts to provide that, from and after the date that is six (6) months after the Series 2023-1 Closing Date, any Retained Collections relating to Frontier Account Collections received from wholesale and enterprise customers (other than Miscellaneous Collections) be remitted directly from the applicable Frontier Account(s) into the Collection Account within two (2) Business Days following receipt thereof..

The Manager may (and in the case of clause (b) below, shall) withdraw available amounts on deposit in the Control Accounts to make the following payments and deposits:

Notwithstanding anything herein to the contrary, any Retained Collections required under the Transaction Documents to be deposited into the Insurance Proceeds Account shall not be required to be deposited into the Collection Account until such time, if any, as they are released into the Collection Account as set forth in Section 7.06(b).

The Indenture Trustee shall not be responsible for monitoring the Control Accounts or Collection Account and all fees, expenses and indemnity amounts payable to any entity that is holding such Control Account or the Collection Account shall, with respect to such account, be treated as costs and expenses borne by the Obligors and paid as Additional Securitization Expenses pursuant to the Priority of Payments.

Notwithstanding anything to the contrary in this Agreement, any Collections received from Customers in the forms of checks or other physical means of payment shall be deemed to be received upon the deposit of the related funds in the applicable Frontier Account or Account.

(b) Excluded Amounts. Excluded Amounts will not be required to be transferred into the Collection Account, will not constitute Collateral regardless of whether such amounts are deposited into any Account, and will therefore not be available to pay interest on and principal of the Notes; provided, that (i) cash capital contributions as set forth in clause (b) of the definition of Excluded Amounts may be applied in the manner designated by the Manager (including to be transferred into the Collection Account or to pay interest on and principal of the Notes) and (ii) any Excluded Amounts inadvertently held in the Collection Account may be used for the purposes described in the definition of Excluded Amounts.

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The Manager, acting on behalf of the Obligors, will direct the Indenture Trustee in writing to withdraw from the applicable Account (or direct the Servicer to draw upon any Liquidity Reserve Letter of Credit) and distribute to the Manager (i) amounts deposited into the Collection Account in error or other Excluded Amounts that are not intended to be on deposit in the Collection Account or any Reserve Account or (ii) amounts on deposit in the Liquidity Reserve Account (or available under any Liquidity Reserve Letter of Credit) in order for the Manager to pay any due and unpaid Reserved Fixed Costs. Upon receipt of any such written direction from the Manager (each, a “Direction Letter”), the Indenture Trustee shall promptly, and in any event within two (2) Business Days of receipt, disburse the funds specified in the Direction Letter to the Manager who shall, if applicable, cause the payment of such amounts to the applicable recipients thereof. Neither the Indenture Trustee nor the Servicer shall have any duty or obligation to ascertain whether Manager or any Obligor is authorized or permitted to direct the Indenture Trustee or the Servicer or whether such direction complies with the terms of the Transaction Documents, and neither the Indenture Trustee nor the Servicer shall be liable for acting in accordance with any such direction.

Section 3.03. Special Withdrawals from the Collection Account. During a Rapid Amortization Period or if an Event of Default has occurred and is continuing, the Indenture Trustee shall, from time to time and solely in accordance with a Direction Letter (or, when the Notes become Specially Serviced Notes, solely with the written direction of the Servicer), without regard to the limitations described under Section 5.01, make withdrawals from the Collection Account to pay or reimburse the Servicer, the Back-Up Manager and the Indenture Trustee for any amounts then due to the Servicer, the Back-Up Manager and the Indenture Trustee, respectively, under the Transaction Documents. To the extent that the Indenture Trustee makes any withdrawals to make payments of amounts in the manner described in this paragraph, such amounts shall not be paid on any subsequent Payment Date pursuant to the Priority of Payments.

Section 3.04. Application of Funds in the Collection Account. Funds in the Collection Account shall be allocated on each Payment Date in accordance with Section 5.01.

Section 3.05. Application of Funds after Event of Default.

(a) If the maturity of the Notes is accelerated following the occurrence and continuation of an Event of Default, then, notwithstanding anything to the contrary in this Article III, the Indenture Trustee, at the written request of the Servicer, in addition to all other rights and remedies available to it, may use funds on deposit in the Collection Account or the Reserve Accounts (or any portion thereof) and all other cash reserves held by or on behalf of the Indenture Trustee for the payment of all or any portion of the Obligations; provided, that such application of funds shall not cure or be deemed to cure any default; provided, further, that any payments with regard to any application of any such amounts will be made in accordance with the Priority of Payments. Neither the Indenture Trustee nor the Servicer is obligated to apply, or to cause the application of, all or any portion of the funds in the Reserve Accounts during the continuance of an Event of Default to payment of the Notes or in any specific order of priority except as set forth in the immediately preceding sentence (provided, that the funds in any Yield Maintenance Reserve Account will only be applied to payments with respect to the related Classes of Notes as set forth in the applicable Series Supplement). If the maturity of the Notes

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has been accelerated following the occurrence and continuation of an Event of Default, the Indenture Trustee shall use funds in each Prefunding Account in accordance with Section 2.09(b). The provisions of this Section are subject to the provisions of Section 10.01 and Section 11.01(a).

(b) Notwithstanding anything herein to the contrary, upon the occurrence of an Event of Default, in the event that the Indenture Trustee (acting solely at the written direction of the Servicer (acting at the direction of the Controlling Class Representative or, if there is no Controlling Class Representative, the Majority Controlling Class Holders)) exercises certain rights under an account control agreement with respect to any Frontier Account pursuant to which exclusive control is exercised against such Frontier Account and/or all amounts held in such Frontier Account are remitted to the Collection Account, the Manager shall provide the Indenture Trustee with a report (on the last Business Day of each calendar week) upon which the Indenture Trustee shall conclusively rely (each, a “Frontier Account Allocation Report”) regarding the identification of any amounts which are not Frontier Account Collections. To the extent that a Frontier Account Allocation Report indicates that any amounts that are not Frontier Account Collections are credited to such Frontier Account or have been deposited into the Collection Account (or any other Indenture Account), the Indenture Trustee (based solely and conclusively on such Frontier Account Allocation Report) shall release such amounts to the Manager no later than two Business Days after the date such Frontier Account Allocation Report was received by the Indenture Trustee.

ARTICLE IV

RESERVES

Section 4.01. Security Interest in Reserves; Other Matters Pertaining to Reserves.

(a) The Obligors hereby grant to the Indenture Trustee on behalf of the Secured Parties a security interest in and to all of the Obligors’ right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the other Transaction Documents, in accordance with the terms of Section 14.01.

Section 4.02. Return of Reserves; Funding at Closings.

(a) Return of Reserves to Obligors. After repayment of all of the Obligations, all funds held as Reserves will be promptly returned to, or as directed by, the Issuer on behalf of the Obligors. All Permitted Investments will mature or be liquidated at par no later than one Business Day prior to each Payment Date or otherwise when such funds are required to be distributed pursuant to Section 5.01. Each of the Collection Account Bank and the Prefunding Account Bank shall not in any way be held liable by reason of any insufficiency in any of the Collection Account, the Prefunding Account, or any Reserve Account resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Collection Account Bank’s or the Prefunding Account Bank’s failure to make payments on such Permitted Investments issued by the Collection Account Bank or the Prefunding Account Bank, as applicable, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

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(b) Funding at Closings. Any required deposits into the Reserve Accounts or applicable Prefunding Account, as the case may be, on any Closing Date may occur by deduction from the amount of proceeds of the issuance of the Notes on such Closing Date that otherwise would be disbursed to the Issuer, followed by deposit of the same into the applicable Reserve Account or Prefunding Account in accordance with the Cash Management Agreement or the applicable Series Supplement on such Closing Date. Notwithstanding such deductions, such Notes shall be deemed for all purposes to be issued in full on such Closing Date.

Section 4.03. Yield Maintenance Reserve Accounts. On any Closing Date for a Series of Notes for which a Prefunding Account is established, the Issuer shall deposit with the Collection Account Bank for credit to the related Yield Maintenance Reserve Account the amount specified in the related Series Supplement. On each Payment Date, in accordance with the Manager’s written direction and the related Series Supplement, the Indenture Trustee shall withdraw amounts from each Yield Maintenance Reserve Account for distribution in accordance with the Priority of Payments.

Section 4.04. Cash Trap Reserve Account.

From and after the date that it is determined that a Cash Trap Period has commenced (as set forth in the Manager Report) and for so long as such Cash Trap Period continues to exist, the Cash Trapping Percentage of the funds available to be paid pursuant to clause (vii) of the Priority of Payments shall be deposited into the Cash Trap Reserve Account.

If a Cash Trap Period ceases to exist and none of a Cash Sweep Period, Rapid Amortization Period nor a Post-ARD Period is then in effect and no acceleration of the maturity of the Notes has occurred following the occurrence and during the continuation of an Event of Default, any funds then on deposit in the Cash Trap Reserve Account will be deposited into the Collection Account for distribution on the immediately following Payment Date pursuant to the Priority of Payments.

If a Cash Trap Period ceases to exist as a result of a Cash Sweep Period commencing, then the product of the Cash Sweep Percentage as of the first Payment Date during such Cash Sweep Period and the amount of funds on deposit in the Cash Trap Reserve Account will be paid to the Holders of theholders of each Class of Notes on such first Payment Date in direct order of alphanumerical designation in respect of principal and pro rata among Holders of Notes within each Class of the same alphanumerical designation.

On the first Payment Date to occur after (x) the commencement of a Rapid Amortization Period, (y) the acceleration of the maturity of the Notes following the occurrence and continuation of an Event of Default or (z) written direction from the Issuer, at its option at any time, the Indenture Trustee shall apply all funds on deposit in the Cash Trap Reserve Account on such Payment Date pursuant to written direction of the Issuer, (ia) to reimburse the Indenture Trustee, the Back-Up Manager and the Servicer for any amounts then due to the Servicer, the Back-Up Manager and the Indenture Trustee hereunder or under the other

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Transaction Documents (including unpaid Additional Securitization Expenses, and all unpaid fees, expenses, and indemnifications due to the Servicer, the Back-Up Manager and the Indenture Trustee hereunder and under the other Transaction Documents), and then (iib) (i) with respect to an event specified in clauses (x) or (y) above, to pay to the Holders of the Notes the amounts due in respect of the Notes as provided pursuant to clauses (ix), (x) and (xiii) of the Priority of Payments, as applicable., and (ii) with respect to an event specified in clause (z) above, to pay the holders of each Class of Notes in direct order of alphanumerical designation in respect of principal, pro rata among holders of Notes within each Class of the same alphanumerical designation.

On the first Payment Date to occur on or after the commencement of a Post-ARD Period (in circumstances where there is no Rapid Amortization Period and no acceleration of the maturity of the Notes following the occurrence and continuation of an Event of Default), the Indenture Trustee shall apply all funds on deposit in the Cash Trap Reserve Account on such Payment Date pursuant to written direction of the Manager, acting on behalf of the Issuer, (i) to reimburse the Indenture Trustee, the Back-Up Manager and the Servicer for any amounts then due to the Servicer, the Back-Up Manager and the Indenture Trustee hereunder or under the other Transaction Documents (including unpaid Additional Securitization Expenses, and all unpaid fees, expenses, and indemnifications due to the Servicer, the Back-Up Manager and the Indenture Trustee hereunder and under the other Transaction Documents), and then (ii) to pay to the Holders of Notes subject to a Post-ARD Period (and to holders of all Classes of Variable Funding Notes, regardless of Series) the amounts provided pursuant to clauses (xi), (xiv) and (xv) of the Priority of Payments.

Section 4.05. Liquidity Reserve Account; Liquidity Reserve Letters of Credit.

(a) The Indenture Trustee, pursuant to the related Manager Report, shall deposit to the extent available funds available for such purpose under the Priority of Payments on each Payment Date into the Liquidity Reserve Account any amounts necessary to make the amount on deposit therein (without taking into consideration the amount of any Retained Collections Contributions on deposit therein on such Payment Date) equal to the Required Liquidity Reserve Amount.

If on any Payment Date the amounts on deposit in the Liquidity Reserve Account (without taking into consideration the amount of any Retained Collections Contributions on deposit therein on such date) exceed the Required Liquidity Reserve Amount, the Obligors (or the Manager on their behalf) will direct the Indenture Trustee in writing to transfer such excess amount then on deposit in the Liquidity Reserve Account (a “Liquidity Reserve Release Amount”) to the Collection Account for distribution in accordance with the Priority of Payments on such Payment Date.

(b) If, on the date that is five Business Days prior to the expiration of any Liquidity Reserve Letter of Credit, such Liquidity Reserve Letter of Credit has not been replaced or renewed and is not scheduled to renew automatically pursuant to its terms, and the Issuer has not otherwise deposited funds into the Liquidity Reserve Account in an amount equal to the amount by which the Required Liquidity Amount exceeds the sum of (i) the amounts on deposit in the Liquidity Reserve Account on such date (without taking into consideration the amount of

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any Retained Collections Contributions on deposit therein on such date) and (ii) the amount available to be drawn under any other Liquidity Reserve Letters of Credit (that will not expire within such five Business Day period) on such date (such excess amount, the “Liquidity Reserve Deficiency Amount”), the Servicer (on behalf of the Indenture Trustee) shall (i) submit a notice of drawing under such Liquidity Reserve Letter of Credit, with a copy to the Indenture Trustee and Issuer, and (ii) use the proceeds thereof to fund a deposit into the Liquidity Reserve Account in an amount equal to the Liquidity Reserve Deficiency Amount.

(c) If, on any day when a Liquidity Reserve Letter of Credit is outstanding, a Rapid Amortization Period or an Event of Default occurs and is continuing, then, no later than the Business Day following the occurrence of such Rapid Amortization Period or Event of Default, the Servicer (on behalf of the Indenture Trustee) shall (i) submit a notice of drawing under such Liquidity Reserve Letter(s) of Credit, with a copy to the Indenture Trustee and the Issuer, and (ii) use the proceeds of such drawing to fund the Liquidity Reserve Account in an amount equal to the amount by which the Required Liquidity Amount exceeds the amounts on deposit in the Liquidity Reserve Account (without taking into consideration the amount of any Retained Collections Contributions on deposit therein) on such date (calculated as if such Liquidity Reserve Letter(s) of Credit had not been issued).

(d) If, on any day a Liquidity Reserve Letter of Credit is outstanding, such Liquidity Reserve Letter of Credit becomes an Ineligible Liquidity Reserve Letter of Credit, then (a) on the fifth (5th) Business Day after such day, either (i) the Issuer shall fund a deposit into the Liquidity Reserve Account, or (ii) Indenture Trustee (solely upon the written direction of the Issuer) or the Servicer (on behalf of the Indenture Trustee) will submit a notice of drawing under such Liquidity Reserve Letter(s) of Credit and apply the proceeds of such drawing to fund the Liquidity Reserve Account, in either case in an amount equal to the Liquidity Reserve Deficiency Amount on such date, in each case calculated as if such Liquidity Reserve Letter(s) of Credit had not been issued or (b) prior to the fifth (5th) Business Day after such day, the Issuer shall obtain one or more replacement Liquidity Reserve Letters of Credit (that is not an Ineligible Liquidity Reserve Letter of Credit) on substantially the same terms as each such Liquidity Reserve Letter of Credit being replaced.

(e) Each Liquidity Reserve Letter of Credit (a) shall name each of the Servicer and the Indenture Trustee, for the benefit of the Noteholders and the other Secured Parties, as the beneficiaries thereof; (b) shall allow the Indenture Trustee or the Servicer on the Indenture Trustee’s behalf to submit a notice of drawing in respect of such Liquidity Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Liquidity Reserve Account pursuant to this Base Indenture; (c) shall have an expiration date of no later than ten (10) Business Days prior to the termination date of the letter of credit commitment under the related agreement pursuant to which such Liquidity Reserve Letter of Credit was issued; and (d) shall indicate by its terms that the proceeds in respect of drawings under such Liquidity Reserve Letter of Credit will be paid directly into the Liquidity Reserve Account.

(f) [Reserved].

(g) In the event that a Liquidity Reserve Letter of Credit has been issued in full or partial satisfaction of the Required Liquidity Amount, the Issuer shall be entitled to submit

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an amendment to such Liquidity Reserve Letter of Credit and/or the excess amount of the related Liquidity Reserve Letter of Credit may be reduced by delivering a replacement or amended Liquidity Reserve Letter of Credit to the Servicer reflecting such reduced amount. If the existing Liquidity Reserve Letter of Credit is so amended, the Indenture Trustee and the Servicer shall be entitled to execute or acknowledge such amendment based solely on the written confirmation from the Manager (in the form of an Officer’s Certificate) acting in accordance with the Operation Standards as to the amount reflected in such amendment being at least equal difference between the Required Liquidity Amount and the amount on deposit in the Liquidity Reserve Account as of the immediately following Payment Date (after the allocation of all amounts on such Payment Date pursuant to the Priority of Payments). The Servicer will (without the consent of any Noteholder, the Controlling Class Representative or any other Secured Party) deliver to the Eligible L/C Provider any replaced Liquidity Reserve Letter of Credit for termination simultaneously with the receipt by the Indenture Trustee and the Servicer of the related replacement Liquidity Reserve Letter of Credit, upon the Indenture Trustee’s and the Servicer’s receipt of the written confirmation from the Manager (in the form of an Officer’s Certificate) acting in accordance with the Operation Standards that no deficit in the Required Liquidity Amount will exist on the immediately following Payment Date (after the allocation of all amounts on such Payment Date pursuant to the Priority of Payments).

(h) [Reserved].

(i) In accordance with Section 3.02(b), the Manager, acting on behalf of the Obligors, will direct the Indenture Trustee in a Direction Letter to distribute to the Manager amounts on deposit in the Liquidity Reserve Account (or direct the Servicer to distribute amounts available under any Liquidity Reserve Letter of Credit) in order for the Manager to pay any due and unpaid Reserved Fixed Costs.

(j) If the Liquidity Reserve Draw Amount, as set forth in the Manager Report delivered on the Reporting Date immediately preceding any Payment Date, is greater than zero, (a) on such Payment Date, the Indenture Trustee shall, solely in accordance with a related Issuer direction, withdraw from the Liquidity Reserve Account an aggregate amount equal to the lesser of (x) the Liquidity Reserve Draw Amount and (y) the amount on deposit in the Liquidity Reserve Account, and (b) on such Reporting Date, solely in accordance with a related Issuer direction, to the extent that the amount set forth in clause (a) is less than the Liquidity Reserve Draw Amount set forth in such Manager Report, the Servicer (on behalf of the Indenture Trustee) shall draw on any Liquidity Reserve Letters of Credit in an amount equal to such shortfall, and, in each case, shall deposit such amounts into the Collection Account.

ARTICLE V

PRIORITY OF PAYMENTS; PAYMENTS TO NOTEHOLDERS

Section 5.01. Priority of Payments.

(a) On each Payment Date, (v) all Retained Collections on deposit in the Collection Account in respect of the immediately preceding Collection Period, (w) any applicable amounts withdrawn from a Yield Maintenance Reserve Account in accordance with

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the related Series Supplement, (x) any Liquidity Reserve Draw Amount, (y) any amount released from the Cash Trap Reserve Account and deposited into the Collection Account in accordance with Section 4.04 and (z) any Liquidity Reserve Release Amount and any other amounts expressly required to be distributed pursuant to the Priority of Payments, will be applied by the Indenture Trustee (based solely upon the related Manager Report) in the following order of priority (the “Priority of Payments”):

(i) (A) first, pro rata to the Indenture Trustee, the Servicer, any Rating Agencies, and the Back-Up Manager, in an amount equal to the Indenture Trustee Fee, Servicing Fee and Other Servicing Fees, rating agency fees, and the Back-Up Manager Fee, as applicable, due on such Payment Date (or that remain unpaid from prior Payment Dates), and then (B) second, to the Servicer for any Additional Securitization Expenses (and all other unpaid fees, expenses and indemnities) due to the Servicer on such Payment Date (or that remain unpaid from prior Payment Dates); and then (C) third, to the payment of other Additional Securitization Expenses, pro rata, due on such Payment Date (or that remain unpaid from prior Payment Dates);

(ii) to the Manager or its designee(s), the Management Fee for the immediately preceding Collection Period and, to the extent unpaid, such amounts for all prior Collection Periods;

(iii) if either (x) no Rapid Amortization Period or Post-ARD Period with respect to any Outstanding Class of Notes is then in effect or (y) the maturity of the Notes has been accelerated following the occurrence and continuation of an Event of Default (regardless of whether a Rapid Amortization Period or a Post-ARD Period with respect to any Class of Notes is then in effect), to the Holders of each Class of Notes, in direct order of alphanumerical designation, (A) the Accrued Note Interest of each such Note of such Class on such Payment Date (or that remains unpaid from prior Payment Dates) and (B) any accrued and unpaid commitment fees, Letter of Credit Fees and any other fees, expenses and other amounts due on or prior to such Payment Date to Holders of the Variable Funding Notes under the Variable Funding Note Purchase Agreement with respect to such Variable Funding Notes, in each case, pro rata, among Holders of Notes within each Class of the same alphanumerical designation;

(iv) if a Rapid Amortization Period or a Post-ARD Period with respect to any Outstanding Class of Notes is in effect and no acceleration of the maturity of the Notes has occurred following the occurrence and continuation of an Event of Default, to the Holders of the Class A Notes and Class B Notes, in direct order of alphanumerical designation, (A) the Accrued Note Interest of each such Note of such Class on such Payment Date (or that remains unpaid from prior Payment Dates) and (B) any accrued and unpaid commitment fees, Letter of Credit Fees and any other fees, expenses and other amounts due on or prior to such Payment Date to Holders of the Variable Funding Notes under the Variable Funding Note Purchase Agreement with respect to such Variable Funding Notes, in each case, pro rata, among Holders of Notes within each Class of the same alphanumerical designation;

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(v) if no Rapid Amortization Period, Cash Sweep Period or Post-ARD Period is then in effect and no acceleration of the maturity of the Notes has occurred following the occurrence and continuation of an Event of Default, first, to the Holders of any Notes for which a Monthly Amortization Amount is due on such Payment Date, pro rata, based on the Monthly Amortization Amount with respect to each such Note on such Payment Date, the Monthly Amortization Amount applicable thereto and second, if an Additional Principal Payment Amount is due on such Payment Date, to the Holders of each Class of Notes, in direct order of alphanumerical designation, such Additional Principal Payment Amount together with any applicable Prepayment Consideration, pro rata among Holders of Notes within each Class of the same alphanumerical designation;

(vi) to the Liquidity Reserve Account, unless and until the amount on deposit therein (without taking into consideration the amount of any Retained Collections Contributions on deposit therein on such Payment Date) is equal to the Required Liquidity Reserve Amount as of such Payment Date;

(vii) if a Cash Trap Period is continuing, the Cash Trapping Percentage of the remaining funds to be deposited in the Cash Trap Reserve Account;

(viii) if a Cash Sweep Period is continuing, the product of the Cash Sweep Percentage as of such Payment Date and the remaining funds, to the Holders of each Class of Notes in direct order of alphanumerical designation in respect of principal, pro rata among Holders of Notes within each Class of the same alphanumerical designation, until the then-unpaid Class Principal Balance of the outstanding Notes of each such Class is repaid in full;

(ix) following an acceleration of the maturity of the Notes following the occurrence and continuation of an Event of Default, to the Holders of each Class of Notes in direct order of alphabetical designation in respect of principal, pro rata among holders of Notes within each Class of the same alphabetical designation, until the then-unpaid Class Principal Balance of the outstanding Notes of each such Class is repaid in full;

(x) during a Rapid Amortization Period, to the Holders of each Class of Class A Notes and Class B Notes in direct order of alphanumerical designation in respect of principal, pro rata among Holders of Notes within each Class of the same alphanumerical designation, until the then-unpaid Class Principal Balance of the Outstanding Notes of each such Class is repaid in full;

(xi) during any Post-ARD Period with respect to any Outstanding Class A Notes or Class B Notes of a Series, first, pro rata to all Variable Funding Notes in respect of principal, regardless of Series, until paid in full, and then, second, to the Holders of all such Classes of Term Notes that are Class A Notes and Class B Notes of such Series that are then in a Post-ARD Period in direct order of alphanumerical designation in respect of principal, pro rata among Holders of Notes within each Class of the same alphanumerical designation, until the aggregate Class Principal Balance of each such Class of Notes of such Series is repaid in full;

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(xii) if a Rapid Amortization Period or a Post-ARD Period with respect to any Outstanding Class of Notes is in effect and no acceleration of the maturity of the Notes has occurred following the occurrence and continuation of an Event of Default, to the Holders of the Class C Notes, in direct order of alphanumerical designation, the Accrued Note Interest of each such Class C Note on such Payment Date (or that remains unpaid from prior Payment Dates), and pro rata among Holders of Notes within each Class of the same alphanumerical designation;

(xiii) during a Rapid Amortization Period, to the Holders of the Class C Notes in direct order of alphanumerical designation in respect of principal, pro rata among Holders of Notes within each Class of the same alphanumerical designation, until the then-unpaid Class Principal Balance of the Outstanding Class C Notes is repaid in full;

(xiv) during a Post-ARD Period with respect to any Outstanding Class C Notes of a Series, to the Holders of all such Class C Notes of such Series that are then in a Post-ARD Period in direct order of alphanumerical designation in respect of principal, pro rata among Holders of Notes within each Class of the same alphanumerical designation, until the then-unpaid Class Principal Balance of the outstanding Class C Notes is repaid in full;

(xv) to the Holders of any Notes that are then in a Post-ARD Period in direct order of alphanumerical designation, first, any Post-ARD Additional Interest that is then due and payable and that has not been deferred with respect to any prior Payment Date, and then second, any Deferred Post-ARD Additional Interest due with respect to all prior Interest Accrual Periods, in each case pro rata among Holders of Notes within each Class of the same alphanumerical designation;

(xvi) to the Holders of each Class of Notes in direct order of alphanumerical designation, any unpaid Prepayment Consideration, pro rata among Holders of Notes within each Class of the same alphanumerical designation;

(xvii) to the Holders of each Class of Variable Funding Notes for which the Issuer has determined to make an optional prepayment in accordance with the applicable Series Supplement, an amount equal to the optional prepayment amount so designated by the Issuer;

(xviii) to the Manager, for reimbursement for any advance made by the Manager, along with the interest payable thereon; and

(xix) any remaining amounts to, or at the written direction of, the Issuer, including to the Holders of the Equity Interests in the Issuer.

All such allocations by the Indenture Trustee shall be based solely on the information set forth in the Manager Report. In no event shall the Indenture Trustee have any obligation to recalculate or verify the information contained in the Manager Report nor shall the Indenture Trustee have any liability therefor.

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(b) Except as otherwise provided below, payments of due and payable interest, principal and other amounts will be made to the extent of available funds in accordance with the Priority of Payments on each Payment Date to the Noteholders of record at the close of business on the immediately preceding Record Date and, in the case of each such Holder, shall be made by wire transfer of immediately available funds to the account specified by such Holder at a bank or other entity having appropriate facilities therefor, if such Holder shall have provided the Indenture Trustee with wiring instructions no later than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Payment Dates). In the case of the final principal payment with respect to any Definitive Notes, such final payment shall be made to the persons presenting and surrendering such Notes at the offices of the Note Registrar or such other location specified in the notice to Noteholders of such final payment.

(c) Each payment with respect to a Book-Entry Note shall be paid by the Indenture Trustee pursuant to written direction to the Depositary, as Holder thereof, and the Depositary shall be responsible for crediting the amount of such payment to the accounts of its DTC Participants in accordance with its normal procedures. Each DTC Participant shall be responsible for making such payment to the related Note Owners that it represents and to each indirect participating brokerage firm for which it acts as agent. Each such indirect participating brokerage firm shall be responsible for disbursing funds to the related Note Owners that it represents. None of the parties hereto shall have any responsibility therefor except as otherwise provided by this Base Indenture or applicable law. The Issuer shall perform its obligations under the letters of representations between the Issuer and the initial Depositary.

(d) The rights of the Noteholders to receive payments from the proceeds of the Collateral in respect of their Notes, and all rights and interests of the Noteholders in and to such payments, shall be as set forth in this Base Indenture. Neither the Holders of any Class of Notes nor any party hereto shall in any way be responsible or liable to the Holders of any other Class of Notes in respect of amounts previously paid on the Notes in accordance with this Base Indenture.

(e) Except as otherwise provided herein, if a Responsible Officer of the Indenture Trustee receives written notice that the final payment with respect to any Series and Class of Notes will be made on the next Payment Date, the Indenture Trustee shall, as promptly as possible thereafter, make available to each Holder of a Definitive Note of such Series and Class of Notes of record on such date a notice to the effect that:

(i) the Indenture Trustee expects that the final payment with respect to such Series and Class of Notes will be made on such Payment Date but only upon presentation and surrender of such Definitive Notes at the office of the Note Registrar or at such other location therein specified, and

(ii) no interest shall accrue on such Notes from and after the end of the Interest Accrual Period for such Payment Date.

Any funds not paid to any Holder or Holders of Definitive Notes of such Series and Class on such Payment Date because of the failure of such Holder or Holders to tender their

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Definitive Notes shall, on such date, be set aside and credited to, and shall be held uninvested in trust for, the account or accounts of the appropriate non-tendering Holder or Holders. If any Definitive Notes as to which notice has been given pursuant to this Section 5.01(e) shall not have been surrendered for cancellation within six months after the time specified in such notice, the Indenture Trustee shall mail a second notice to the remaining non-tendering Noteholders to surrender their Definitive Notes for cancellation in order to receive the final payment with respect thereto. If within one (1) year after the second notice all such Definitive Notes shall not have been surrendered for cancellation, then the remaining amount due shall be discharged from the trust under this Base Indenture and the Indenture Trustee shall return the remaining amount due and payable on such Definitive Notes to, or at the direction of, the Issuer upon receipt of an Issuer Request, and each Holder of the Definitive Notes due such remaining amount, as an unsecured general creditor, shall look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease. The costs and expenses of holding such funds in trust and of contacting such Noteholders following the first anniversary of the delivery of such second notice to the non-tendering Noteholders shall be paid out of such funds. No interest shall accrue or be payable to any former Holder on any amount held in trust pursuant to this paragraph.

(f) Notwithstanding any other provision of this Base Indenture, the Indenture Trustee shall comply with all withholding requirements respecting payments to Noteholders of interest or original issue discount that the Indenture Trustee reasonably believes are applicable under the Code or any similar provision of state, local or foreign law. The consent of Noteholders shall not be required for such withholding. If the Indenture Trustee does withhold any amount from payments or advances of interest or original issue discount to any Noteholder pursuant to any applicable withholding requirements, the Indenture Trustee shall indicate the amount withheld to such Noteholder. Any amounts so withheld shall be deemed to have been paid to such Noteholder for all purposes of this Base Indenture.

(g) In the event that the initial Manager is terminated and that no successor Manager pays the fees, expenses or other amounts due and payable to InfraCo pursuant to the Shared Infrastructure Services Agreement, then the Issuer shall direct the Indenture Trustee to pay, and the Indenture Trustee shall pay, such amounts to InfraCo directly from funds available under clause (ii) of the Priority of Payments on each Payment Date.

Section 5.02. No Gross Up. The Issuer shall not be obligated to pay any additional amounts to the Holders or the holders of beneficial interests in the Notes as a result of any withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges. The Indenture Trustee shall be entitled to deduct FATCA Withholding Tax and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax. Nothing in the immediately preceding sentence shall be construed as obligating the Obligors to make any “gross up” payment or similar reimbursement in connection with a payment in respect of which amounts are so withheld or deducted. Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees to provide and, upon request, shall provide to the Indenture Trustee, Paying Agent and/or the Issuer (or other person responsible for withholding of taxes) the Noteholder Tax Identification Information. Further, each Noteholder

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and Note Owner is deemed to understand, acknowledge and agree that the Indenture Trustee, Paying Agent and Issuer have the right to withhold on payments with respect to a Note (without any corresponding gross-up) where an applicable party fails to comply with the requirements set forth in the preceding sentence or the Indenture Trustee, Paying Agent or Issuer is otherwise required to so withhold under applicable law. Notwithstanding any other provisions herein, the term ‘applicable law’ for purposes of this Section 5.02 includes U.S. federal tax law and FATCA.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

Each of the Obligors, jointly and severally, represent and warrant to the Indenture Trustee that the statements set forth in this Article VI will be, true, correct and complete in all material respects as of each Closing Date, and each Additional Asset Entity, jointly and severally, represents and warrants to the Indenture Trustee that the statements set forth in this Article VI will be, true, correct and complete in all material respects as of the date on which it becomes an Additional Asset Entity and each Closing Date thereafter.

Section 6.01. Organization, Powers, Capitalization, Good Standing, Business.

(a) Organization and Powers. It is duly organized, validly existing and in good standing under the law of the jurisdiction in which such entity was organized and has the power and authority to execute, deliver and perform its obligations under each Transaction Document that it has entered into.

(b) Qualification. It is duly qualified and in good standing in each jurisdiction where necessary to carry on its present businesses and operations, except in jurisdictions in which the failure to be qualified and in good standing has not had and could not reasonably be expected to have a Material Adverse Effect.

Section 6.02. Authorization of Borrowing, Authority, etc. It has the power and authority to incur or guarantee the Indebtedness evidenced by the Notes and this Base Indenture. The execution, delivery and performance by it of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby have been duly authorized by all necessary limited liability company, corporate or other action, as the case may be.

(a) No Conflict. The execution, delivery and performance by it of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby do not and will not: (1) contravene (x) any provision of its applicable Organizational Documents, (y) any provision of law applicable to it (except where such violation will not cause a Material Adverse Effect) or (z) any order, judgment or decree of any Governmental Authority binding on it or any of its property (except where such violation will not cause a Material Adverse Effect); (2) result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation binding upon it or its property (except where such breach or default will not cause a Material Adverse Effect); or (3) result in or require the creation or imposition of any material Lien (other than the Lien of the Transaction Documents and other Permitted Encumbrances) upon its assets.

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(b) Consents. The execution and delivery by it of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated thereby do not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority or any other Person which has not been obtained or made and is in full force and effect, other than any of the foregoing the failure to have made or obtained which will not cause a Material Adverse Effect.

(c) Binding Obligations. This Base Indenture and each of the other Transaction Documents to which such Obligor is a party, when executed and delivered by such Obligor, is the legally valid and binding obligation of such Obligor, enforceable against it in accordance with its respective terms, subject to bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors’ rights.

Section 6.03. Financial Statements. All Financial Statements which have been furnished by or on behalf of the Obligors to the Indenture Trustee pursuant to this Base Indenture present fairly in all material respects the financial condition of the Persons covered thereby as of the dates covered by such Financial Statements.

Section 6.04. Indebtedness and Contingent Obligations. The Obligors have no outstanding Indebtedness or Contingent Obligations other than the Obligations and the Permitted Indebtedness.

Section 6.05. Fiber Network Assets.

Each of the Asset Entities is the owner, lessee or licensee of the Fiber Network Assets and the access rights granted pursuant to the Fiber Network Underlying Rights Agreements, owned, leased or licensed by it, free and clear of all Liens except for Permitted Encumbrances. The financing statements under the UCC will, upon filing (i) create perfected security interests in and to, and perfected collateral assignments of, all personal property in connection therewith (including the Customer Agreements and Customer Receivables), and (ii) create perfected security interests in all fixtures, in each case to the extent that such liens and security interests may be perfected by filing a financing statement under the UCC, subject only to Permitted Encumbrances. There are (i) no proceedings in condemnation or eminent domain affecting any of the Fiber Network Assets, and to the Knowledge of the Asset Entities, none is threatened, that in either case would individually or in the aggregate cause a Material Adverse Effect, and (ii) no mechanic’s, materialman’s or other similar liens or claims which have been filed for work, labor or materials affecting the Fiber Network Assets the effect of which is reasonably likely to have a Material Adverse Effect. The Permitted Encumbrances, in the aggregate, do not (w) materially interfere with the benefits of the security intended to be provided by the UCC financing statements and this Base Indenture, (x) materially and adversely affect the value of the Fiber Networks taken as a whole, (y) materially impair the use or operations of the Fiber Networks or (z) materially impair the Obligors’ ability to pay their respective obligations in a timely manner.

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Section 6.06. Customer Agreements; Other Agreements.

(a) Material Customer Agreements; Material Agreements. The Obligors have delivered to the Indenture Trustee and the Servicer (i) true and complete copies (in all material respects) of all Material Customer Agreements and (ii) a list of all Material Agreements affecting the operation and management of the Fiber Networks as in effect on the applicable Closing Date, and such Material Customer Agreements and Material Agreements have not been modified or amended, except pursuant to amendments or modifications made available to the Indenture Trustee and Servicer. Except for the rights of the Manager pursuant to the Management Agreement (and its sub-managers thereunder), no Person has any right or obligation to manage any of the Fiber Networks on behalf of the Asset Entities or to receive compensation in connection with such management. No Person (other than the Manager and its sub-managers) has any right or obligation to enter into customer contracts, or solicit customers, for the Fiber Networks, or to receive compensation in connection with such contracts.

(b) Customer Agreements. To the Issuer’s and the Asset Entities’ Knowledge, (i) the Customer Agreements are in full force and effect; (ii) the Asset Entities have not given any notice of default to any Customer under any Customer Agreement which remains uncured; (iii) other than pursuant to customary terms, no Customer has any set off, claim or defense to the enforcement of any Customer Agreement; and (iv) no Customer is materially in default in the performance of any other obligation under its Customer Agreement, except to the extent that the failure of the representations set forth in items (i) through (iv) is not reasonably likely to have a Material Adverse Effect.

(c) Management Agreement. The Issuer has delivered to the Indenture Trustee a true and complete copy of the Management Agreement as in effect on such date, and such Management Agreement has not been modified or amended, except pursuant to amendments or modifications delivered to the Indenture Trustee. The Management Agreement is in full force and effect and no default by any of the parties thereto exists thereunder.

Section 6.07. Litigation; Adverse Facts. There are no judgments outstanding against the Obligors, or affecting any of the Fiber Networks or any property of the Obligors, nor to the Obligors’ Knowledge is there any action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration now pending or threatened against the Obligors or any of the Fiber Networks that could, in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 6.08. Payment of Taxes. All material federal, state, provincial, territorial and local tax returns and reports of the Issuer and each Asset Entity required to be filed have been timely filed (or each such Person has timely filed for an extension and the applicable extension has not expired), and all taxes, assessments, fees and other governmental charges (including any payments in lieu of taxes) upon such Persons and upon their respective properties, assets, income, profits, businesses and franchises which are due and payable have been timely paid except to the extent the same are being contested in accordance with Section 7.04(b) or except to the extent the effect of the failure to file such tax returns and reports or to pay such taxes, assessments, fees and other governmental charges could not reasonably be expected to result in a Material Adverse Effect.

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Section 6.09. Performance of Agreements. To the Issuer’s Knowledge, neither the Issuer nor the Asset Entities are in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Contractual Obligation of any such Persons which could, in the aggregate, reasonably be expected to have a Material Adverse Effect, and no condition exists that, with the giving of notice or the lapse of time or both, would constitute such a default which could, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 6.10. Investment Company Act. The Obligors are not required to register as “investment companies” under the Investment Company Act.

Section 6.11. Employee Benefit Plans. The Obligors do not maintain or contribute to, or have any obligation (including any Contingent Obligation) under, any Employee Benefit Plans.

Section 6.12. Solvency. The Obligors (a) have not entered into any Transaction Document with the actual intent to hinder, delay, or defraud any creditor and (b) have received reasonably equivalent value in exchange for their obligations under the Transaction Documents. After giving effect to the issuance of the Notes (and the use of proceeds thereof), the fair saleable value of the Obligors’ assets taken as a whole exceeds and will, immediately following the issuance of any Notes, exceed the Obligors’ total liabilities, including subordinated, unliquidated, disputed or Contingent Obligations. The fair saleable value of the Obligors’ assets taken as a whole are and will, immediately following the issuance of any Notes (and the use of proceeds thereof), be greater than the Obligors’ probable liabilities, including the maximum amount of their Contingent Obligations on their debts as such debts become absolute and matured. The Obligors’ assets taken as a whole do not and, immediately following the issuance of any Notes (and the use of proceeds thereof) will not, constitute unreasonably small capital to carry out their businesses as conducted or as proposed to be conducted. The Obligors do not intend to, and do not believe that they will, incur Indebtedness and liabilities (including Contingent Obligations and other commitments) beyond their ability to pay such Indebtedness and liabilities as they mature (taking into account the timing and amounts of cash to be received by the Obligors and the amounts to be payable on or in respect of obligations of the Obligors).

Section 6.13. Use of Proceeds and Margin Security. No portion of the proceeds from the issuance of the Notes shall be used by the Issuer or any Person in any manner that would cause the borrowing or the application of such proceeds to violate Regulation T, Regulation U or Regulation X or any other regulation of the Board of Governors of the Federal Reserve System.

Section 6.14. Insurance. Set forth on Schedule 6.14 is a description of all Insurance Policies for the Asset Entities that are in effect as of such date. Such Insurance Policies conform to the requirements of Section 7.05. No notice of cancellation has been received with respect to such policies, and, to each Asset Entity’s Knowledge, the Asset Entities are in compliance with all material conditions contained in such policies.

Section 6.15. Investments; Ownership of the Obligors. The Obligors have no (i) direct or indirect Equity Interest in any other Person (other than in the Asset Entities), or (ii)

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direct or indirect loan or advance or capital contribution to any other Person, including all indebtedness owed by that other Person (other than in the Asset Entities). Schedule 6.15 correctly sets forth the ownership interests of the Issuer and each of the Asset Entities and each of their respective subsidiaries as of such date.

Section 6.16. Environmental Compliance. Except to the extent the effect of the following representations not being true would not reasonably be expected to have a Material Adverse Effect: the Fiber Networks are in compliance with all applicable Environmental Laws; no notice of violation of such Environmental Laws has been issued by any Governmental Authority which has not been resolved; no action has been taken by the Asset Entities that would cause the Fiber Networks not to be in compliance with all applicable Environmental Laws pertaining to Hazardous Materials; and no Hazardous Materials are present at the Fiber Networks, except in quantities that do not violate applicable Environmental Laws.

ARTICLE VII

COVENANTS

Each of the Obligors, jointly and severally, covenants and agrees that until payment in full of the Obligations, it shall, and in the case of the Issuer shall cause the Asset Entities to, perform and comply with all covenants in this Article VII applicable to such Person.

Section 7.01. Payment of Principal and Interest. Subject to Section 15.18 and Section 15.21, the Issuer shall duly and timely pay the principal and interest on the Notes of each Series in accordance with the terms of the Notes and this Base Indenture and the related Series Supplement and, in the case of Variable Funding Notes, the applicable Variable Funding Note Purchase Agreement. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest or principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Base Indenture and the related Series Supplement.

Section 7.02. Financial Statements and Other Reports.

(a) Financial Statements.

(i) Quarterly Reporting on the Parent. So long as Parent owns the Manager, within ninety (90) days after the end of the third fiscal quarter of the fiscal year 2023, and thereafter within sixty (60) days after the end of each of the first three fiscal quarters in each fiscal year, the Issuer shall furnish to the Indenture Trustee, the Servicer, the Back-Up Manager, and Fitch at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (so long as it is a Rating Agency for any Series of Notes) a copy of the unaudited quarterly consolidated financial statements of the Parent for such fiscal quarter, without notes, prepared in accordance with GAAP; provided that this obligation will be deemed satisfied by the availability of Parent’s Form 10-K or 10-Q, as applicable, filed with the SEC. At any time the Parent no longer owns the Manager, the requirements pursuant to this section 7.02(a)(i) shall be provided for the Manager.

(ii) Annual Reporting on the Parent. So long as the Parent owns the Manager, within one hundred fifty (150) days after the end of each fiscal year beginning with fiscal

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year ending December 31, 2023, the Issuer shall furnish to the Indenture Trustee, the Servicer, the Back-Up Manager, and Fitch at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (so long as it is a Rating Agency for any Series of Notes) a copy of the audited annual consolidated financial statements of the Parent for such fiscal year, prepared in accordance with GAAP, accompanied by a report by an independent certified public accounting firm of national standing; provided that this obligation will be deemed satisfied by the availability of Parent’s Form 10-K or 10-Q, as applicable, filed with the SEC. At any time the Parent no longer owns the Manager, the requirements pursuant to this section 7.02(a)(ii) shall be provided for the Manager.

(iii) Quarterly Reporting on the Issuer. Within ninety (90) days after the end of the third fiscal quarter of the fiscal year 2023, and thereafter within sixty (60) days after the end of each of the first three fiscal quarters in each fiscal year, the Issuer shall furnish to the Indenture Trustee, the Servicer, the Back-Up Manager, and Fitch at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (so long as it is a Rating Agency for any Series of Notes) a copy of the unaudited quarterly consolidated financial statements of the Issuer for such fiscal quarter, without notes, prepared in accordance with GAAP;

(iv) Annual Reporting on the Issuer. Within one hundred fifty (150) days after the end of each fiscal year beginning with fiscal year ending December 31, 2023, the Issuer shall furnish to the Indenture Trustee, the Servicer, the Back-Up Manager, and Fitch at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (so long as it is a Rating Agency for any Series of Notes) a copy of the audited annual consolidated financial statements of the Issuer for such fiscal year, prepared in accordance with GAAP, accompanied by a report by an independent certified public accounting firm of national standing.

(v) Manager Report. On or before 4:30 p.m. (New York City time) on the fourth Business Day prior to each Payment Date (the “Reporting Date”), the Issuer shall furnish, or cause the Manager to furnish, to the Indenture Trustee, the Servicer, the Back-Up Manager, and Fitch at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (so long as it is a Rating Agency for any Series of Notes) a report substantially in the form provided in the Management Agreement specifying, among other matters, the allocations of Retained Collections on the immediately following Payment Date (the “Manager Report”); provided that at any time a Liquidity Reserve Letter of Credit is outstanding, the Issuer shall furnish, or cause the Manager to furnish, a Manager Report to the parties specified in this clause no later than one Business Day prior to the date the applicable Eligible L/C Provider requires notice for the applicable Liquidity Reserve Letter of Credit to be drawn in accordance with Section 4.05(i).

(vi) Additional Reporting. In addition to the foregoing, the Issuer shall promptly provide to the Indenture Trustee, the Servicer, the Back-Up Manager and the Rating Agencies such further documents and information concerning its operation of a Fiber Network and the financial affairs of the Obligors as the Indenture Trustee, the Servicer, the Back-Up Manager and Rating Agencies shall from time-to-time reasonably request upon prior written notice to the Issuer.

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(vii) GAAP. The Issuer will maintain systems of accounting established and administered in accordance with sound business practices and sufficient in all respects to permit preparation of Financial Statements in conformity with GAAP.

(viii) Certifications of Financial Statements and Other Documents, Compliance Certificate. Together with the financial statements provided pursuant to Sections 7.02(a)(i) through (iv), the Issuer or Parent, as applicable, shall also furnish to the Indenture Trustee and the Servicer (with a copy to the Back-Up Manager), a certification upon which the Indenture Trustee and the Servicer may conclusively rely with no obligation to verify or confirm and with no liability therefor, executed by an Executive Officer of the Issuer or Parent (or Manager, if Parent ceases to own the Manager), as applicable, stating that to such officer’s Knowledge after due inquiry such financial statements fairly present the financial condition and results of operations of the Issuer or Parent (or Manager, if Parent ceases to own the Manager), as applicable, on a consolidated basis for the period(s) covered thereby (except for the absence of footnotes with respect to the quarterly financial statements). In addition, where this Base Indenture requires a “Compliance Certificate”, the Person required to submit the same shall deliver a certificate duly executed on behalf of such Person by an Executive Officer of the applicable Obligor, upon which the Indenture Trustee and the Servicer may conclusively rely with no obligation to verify or confirm and with no liability therefor, stating that, to such Executive Officer’s Knowledge after due inquiry, there does not exist any Default or Event of Default, or if any of the foregoing exists, specifying the same in detail.

(ix) Fiscal Year. Neither of the Issuer nor any other Obligor shall change its fiscal year end from December 31 of each calendar year without the Servicer’s prior written consent.

(x)  [Reserved].

(b)  Material Notices.

(i) The Issuer shall promptly deliver, or cause to be delivered, to the Servicer, the Indenture Trustee, the Back-Up Manager and the Rating Agencies, copies of all notices given or received with respect to a default under any term or condition related to any Permitted Indebtedness of any Obligor which default is reasonably likely to result in a Material Adverse Effect, and shall notify the Indenture Trustee, the Back-Up Manager and the Servicer in writing within five (5) Business Days after it obtains Knowledge of any material event of default with respect to any such Permitted Indebtedness.

(ii) The Issuer shall promptly deliver to the Indenture Trustee, the Back-Up Manager, the Servicer and the Rating Agencies copies of any and all notices of a material default or breach which is reasonably expected to result in a termination of any Material Agreement or any Material Customer Agreement; provided that after and during the continuance of a Rapid Amortization Period or an Event of Default the Issuer shall promptly deliver to the Indenture Trustee, the Back-Up Manager and the Servicer copies of any and all notices of a material default or breach which is reasonably expected to result in a termination of any material contract or agreement.

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(iii) The Issuer shall promptly deliver to the Servicer, the Back-Up Manager and the Rating Agencies copies of any and all notices received by any Obligor under the terms of the Shared Infrastructure Services Agreement.

(c) Events of Default, etc. Promptly upon the Issuer obtaining Knowledge of any of the following events or conditions, the Issuer shall deliver to the Servicer, the Back-Up Manager, the Indenture Trustee (upon which each may conclusively rely with no obligation to verify or confirm and with no liability therefor) and the Rating Agencies a certificate executed on its behalf by an Executive Officer specifying the nature and period of existence of such condition or event and what action the Issuer or the affected Asset Entity or any Affiliate thereof has taken, is taking and proposes to take with respect thereto: (i) any condition or event that constitutes a Default or an Event of Default; (ii) the occurrence of any event that is reasonably likely to have a Material Adverse Effect; or (iii) any actual or alleged material breach or default or assertion of (or written threat to assert) remedies under the Management Agreement or any Material Customer Agreement.

(d) Litigation. Promptly upon the Issuer obtaining Knowledge of (1) the institution of any action, suit, proceeding, governmental investigation or arbitration against an Obligor or any of the Fiber Networks not previously disclosed in writing to the Indenture Trustee and the Servicer and which is not covered by insurance or (2) any material development in any action, suit, proceeding, governmental investigation or arbitration at any time pending against or affecting an Obligor or any of the Fiber Networks and which is not covered by insurance, which, in each case of clauses (1) and (2), would be reasonably likely to have a Material Adverse Effect, the Issuer shall give notice thereof to the Indenture Trustee, the Back-Up Manager and the Servicer and, upon request from the Servicer, shall provide such other information as may be reasonably available to it to enable the Servicer and its counsel to evaluate such matter.

(e) Other Information. With reasonable promptness following request therefor, the Issuer shall deliver such other information and data with respect to the Obligors or the Fiber Networks as from time to time may be reasonably requested by the Indenture Trustee, the Back-Up Manager or the Servicer.

Section 7.03. Existence; Qualification. The Issuer shall, and shall cause each Asset Entity to, at all times preserve and keep in full force and effect (i) its existence as a corporation, partnership, limited liability company or trust, as applicable, and (ii) all rights, franchises, licenses and permits material to its business, including its qualification to do business in each state where it is required by law to so qualify, except, in the case of this clause (ii), to the extent that the failure of any of the foregoing would not reasonably be expected have a Material Adverse Effect; provided that nothing contained in this Section 7.03 shall restrict the merger, consolidation or amalgamation of an Asset Entity with another Asset Entity.

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Section 7.04. Payment of Impositions and Claims.

(a) Except for those matters being contested pursuant to clause (b) below, the Issuer shall pay, and shall cause the Asset Entities to promptly pay, (i) all Impositions; (ii) all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien (other than Permitted Encumbrances) upon any of its properties or assets (hereinafter referred to as the “Claims”); and (iii) all federal, state, provincial, territorial and local income taxes, sales taxes, excise taxes and all other taxes and assessments of the Issuer and the Asset Entities on their businesses, income, profits, franchises or assets (except, in each case of clauses (i) through (iii), to the extent that the failure to pay any of the foregoing would not reasonably be expected have a Material Adverse Effect), in each instance before any material penalty or fine is incurred with respect thereto.

(b) The Asset Entities shall not be required to pay, discharge or remove any Imposition or Claim relating to a Fiber Network that it is otherwise obligated to pay, discharge or remove so long as the Asset Entities or the Issuer contest in good faith such Imposition or Claim or the validity, applicability or amount thereof by an appropriate legal proceeding which operates to prevent the collection of such amounts and the sale of the applicable Fiber Network or any portion thereof, so long as: (i) no Event of Default shall have occurred and be continuing, (ii) prior to the date on which such Imposition or Claim would otherwise have become delinquent, the Issuer shall have caused the Asset Entities to have given the Indenture Trustee and the Servicer prior written notice of their intent to contest said Imposition or Claim and shall have deposited with the Indenture Trustee (or with a court of competent jurisdiction or other appropriate body if necessary) such additional amounts as are necessary to keep on deposit at all times, an amount by way of cash (or other form reasonably satisfactory to the Servicer), equal to (after giving effect to any Reserves then held by the Indenture Trustee for the item then subject to contest) at least 125% of the total of (x) the balance of such Imposition or Claim then remaining unpaid, and (y) all interest, penalties, costs and charges accrued or accumulated thereon; (iii) no risk of sale, forfeiture or loss or material impairment of any interest in the applicable Fiber Network or any part thereof arises, in the reasonable judgment of the Servicer (at any time the Notes are Specially Serviced Notes) or the Manager, as applicable, during the pendency of such contest; (iv) such contest does not, in the reasonable determination of the Servicer (at any time the Notes are Specially Serviced Notes) or the Manager, as applicable, have a Material Adverse Effect; and (v) such contest is based on bona fide, material, and reasonable claims or defenses. Any such contest shall be prosecuted with due diligence, and the Issuer shall, or shall cause the applicable Asset Entity to, promptly pay the amount of such Imposition or Claim as finally determined, together with all interest and penalties payable in connection therewith (it being understood that the Issuer shall have the right to direct the Indenture Trustee in writing to use the amount deposited with the Indenture Trustee under Section 7.04(b)(ii) for the payment thereof). The Indenture Trustee (at the sole written direction of Manager, or, when the Notes become Specially Serviced Notes, the Servicer) shall have full power and authority to apply any amount deposited with the Indenture Trustee to the payment of any unpaid Imposition or Claim to prevent the sale or forfeiture of the applicable Fiber Network for non-payment thereof, if the Manager (or Servicer, if applicable) reasonably believes that such sale or forfeiture is threatened.

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Section 7.05. Maintenance of Insurance. Subject to availability on a commercially reasonable basis, the Issuer, Manager or Parent shall continuously maintain on behalf of the Obligors the following described policies of insurance with respect to the Obligors’ business without cost to the Indenture Trustee or the Servicer (the “Insurance Policies”):

(i) Commercial general liability insurance, including coverage for death, bodily injury, property damage, premises and operations, and contractual liability, with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate for any policy year; and

(ii) An umbrella/excess liability policy with a limit of not less than $10,000,000 per occurrence/claim, which policy shall include such additional coverages and insured risks which are acceptable to the Manager (or, at any time that the Notes are Specially Serviced Notes, the Servicer).

All Insurance Policies shall be in content (including endorsements or exclusions, if any), form, and amounts, and issued by companies, reasonably satisfactory to the Manager (or, at any time that the Notes are Specially Serviced Notes, the Servicer) from time to time and, to the extent permissible, shall name the Indenture Trustee not in its individual capacity but solely in its capacity as Indenture Trustee on behalf of the Secured Parties and its successors and assignees as their interests may appear as an “additional insured” (and, if applicable, “loss payee”) for each of the policies under this Section 7.05 and shall contain a waiver of subrogation clause reasonably acceptable to the Manager (or, at any time that the Notes are Specially Serviced Notes, the Servicer).

All Insurance Policies shall provide, to the extent permissible, that the coverage shall not be materially reduced by Manager, Parent or any Obligor without ten (10) days’ advance written notice to the Indenture Trustee and the Servicer and shall provide that no proceeds, if any, with respect to claims arising out of physical damage to the Fiber Network Assets shall be paid thereunder to a Person other than the Obligors and the Indenture Trustee, as loss payee, without ten (10) days’ advance written notice to the Indenture Trustee and the Servicer.

The Issuer may obtain any insurance required by this Section 7.05 through blanket policies; provided that such blanket policies shall afford the Indenture Trustee the same protections under this Section 7.05. If a blanket policy is issued, upon written request from the Indenture Trustee (acting solely at the written direction of a Noteholder) or Servicer, a copy of said policy shall be furnished to the Indenture Trustee or Servicer, as applicable, together with a certificate indicating that the Indenture Trustee, not in its individual capacity but solely in its capacity as Indenture Trustee on behalf of the Noteholders, is an additional insured (and, if applicable, loss payee) under such policy in the designated amount. Any policy delivered to the Indenture Trustee shall be posted to the Indenture Trustee’s website.

The Issuer shall deliver a copy of all Insurance Policies to the Indenture Trustee (if requested by a Noteholder in writing) and the Servicer (if requested) and, in case of Insurance Policies about to expire, the Issuer shall deliver a copy of replacement policies satisfying the requirements hereof to the Indenture Trustee (if requested by a Noteholder in writing) or the Servicer (if requested) within thirty (30) Business Days following the date of expiration; provided, however, within seven (7) Business Day following the date of expiration, the Issuer shall provide the Indenture Trustee (if requested) or the Servicer (if requested) with an insurance certificate

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executed by the insurer or its authorized agent evidencing that the insurance required hereunder is being maintained under such policy, which certificate shall be acceptable to the Indenture Trustee (if requested by a Noteholder in writing) or the Servicer (if requested) on an interim basis until a copy of the policy is available. Any policy delivered to the Indenture Trustee shall be posted to the Indenture Trustee’s website.

An insurance company shall not be satisfactory unless such insurance company (a) is licensed or authorized to issue insurance in the state, territory or province where the applicable Fiber Network is located and (b) has a rating (x) by (i) S&P Global Ratings, (ii) Moody’s or (iii) Fitch of “BBB+” (or its equivalent) or better or (y) by A.M. Best Rating Services, Inc. of “A-” (or its equivalent) or better; provided that if the rating of any such insurer is withdrawn or downgraded below “A-” (or its equivalent) by any applicable rating agency, then such insurer must have a rating by Fitch of “BBB” or “F2” or better. Notwithstanding the foregoing, a carrier which does not meet the foregoing ratings requirement shall nevertheless be deemed acceptable hereunder if both (i) such carrier is reasonably acceptable to the Manager (or, at any time that the Notes are Specially Serviced Notes, the Servicer) and (ii) the Issuer shall obtain and deliver to the Manager (or, at any time that the Notes are Specially Serviced Notes, the Servicer) a Rating Agency Confirmation with respect to such carrier.

The Issuer shall furnish the Indenture Trustee (if requested) and the Servicer (if requested) receipts for the payment of premiums on such Insurance Policies or other evidence of such payment reasonably satisfactory to the Servicer.

If applicable, losses shall be payable to the Indenture Trustee pursuant to a standard loss payable clause in its favor; provided that the parties hereto acknowledge that coverage will not continue in effect if the applicable insurance carrier(s) are not notified of changes in ownership or substantial increase in risk prior to the loss in accordance with the policy. For purposes of determining whether the required insurance coverage is being maintained hereunder, each of the Indenture Trustee and Servicer shall be entitled to rely solely on a certification thereof furnished to it by the Issuer or the Manager, without any obligation to investigate the accuracy or completeness of any information set forth therein, and shall have no liability with respect thereto. The Insurance Policies shall not contain any deductible (excluding self-insured retention amounts) in excess of $5,000,000. For the avoidance of doubt, in no event shall the Indenture Trustee have any duty to monitor the Issuer’s compliance with or to review any documents delivered in connection with this Section 7.05.

Section 7.06. Operation and Maintenance of the Fiber Networks.

(a) The Issuer shall cause each Asset Entity to maintain or cause to be maintained in good repair, working order and condition all material property necessary for use in the business of such Asset Entity, including the applicable Fiber Networks, and to make or cause to be made all appropriate repairs, renewals and replacements thereof except to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect. All work required or permitted under this Base Indenture shall be performed in a workmanlike manner and in compliance with all applicable laws except to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect.

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(b) In the event of condemnation, casualty or loss with respect to the Fiber Network Assets or other property of any Asset Entity at any Fiber Network, the Issuer shall give prompt written notice, and in any event within three (3) Business Days of obtaining Knowledge thereof, of any such condemnation, casualty or loss exceeding $2,000,000 to the insurance carrier (if applicable), to the Indenture Trustee, the Back-Up Manager and the Servicer.

In the event of condemnation, casualty or loss with respect to the Fiber Network Assets or other property of the Asset Entities at any of the Fiber Networks, all Insurance Proceeds in connection therewith in excess of $1,000,000 shall be deposited into the Insurance Proceeds Account and made available to the Asset Entities to repair and restore the Fiber Networks at least substantially to the Pre-Existing Condition (a “Restoration”) or reimburse the Asset Entities for amounts previously spent to Restore the Fiber Networks if: (i) no Event of Default then exists; (ii) unless the applicable restoration has already occurred, the Servicer determines that there will be sufficient funds to complete the Restoration of the Fiber Network Assets or other property of the Asset Entities at the Fiber Networks to at least substantially the condition it was in immediately prior to such event (excluding replacement of obsolete assets which are not required in connection with operating the applicable Fiber Network) (the “Pre-Existing Condition”) and in compliance with applicable laws and to timely make all payments due under the Transaction Documents during the Restoration of the affected Fiber Network Assets or other property of the Asset Entity at the Fiber Network; and (iii) unless the applicable restoration has already occurred, the Servicer determines that the Restoration of the affected Fiber Network Assets or other property of the Asset Entities at the Fiber Network will be completed no later than six months prior to the latest Anticipated Repayment Date of any Notes then outstanding. If any of the foregoing clauses (i) through (iii) are not satisfied (which for purposes of clauses (ii) and (iii) will be deemed not satisfied upon delivery by the Servicer to the Issuer and the Indenture Trustee of written notice of its determination that such conditions are not satisfied), an Additional Principal Payment in the amount of the related Insurance Proceeds, after deducting any amounts due to the Servicer and the Indenture Trustee, shall be made on the immediately succeeding Payment Date, and the Indenture Trustee shall transfer the related Insurance Proceeds to the Collection Account on such Payment Date for distribution pursuant to the Priority of Payments.

Notwithstanding the foregoing to the contrary, the Issuer, in its reasonable discretion, and within thirty (30) days of receipt of such Insurance Proceeds into the Insurance Proceeds Account, if any, may elect by a notice to the Servicer and Indenture Trustee not to restore or replace the Fiber Network Assets or other property of the Asset Entities at the Fiber Network, in which event all related Insurance Proceeds held in the Insurance Proceeds Account, after reimbursing any amounts due to the Servicer and the Indenture Trustee, shall be applied as an Additional Principal Payment on the Payment Date immediately following such election, and the Indenture Trustee shall transfer the related Insurance Proceeds to the Collection Account on such Payment Date for distribution pursuant to the Priority of Payments.

The Issuer hereby authorizes and empowers (without obligation) the Servicer as attorney-in-fact for the Asset Entities (jointly with the Manager unless an Event of Default has occurred and is continuing), or any of them, with respect to Insurance Proceeds in excess of $1,000,000 to make proof of loss, to adjust and compromise any claim under insurance policies, to appear in and prosecute any action arising from such insurance policies, to collect and receive Insurance Proceeds (to be held in the Insurance Proceeds Account in accordance with the

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preceding paragraphs of this Section 7.06(b)), and to deduct therefrom the Indenture Trustee’s and the Servicer’s reasonable expenses incurred in the collection of such proceeds; provided, however, that nothing contained in this Section 7.06 shall require the Indenture Trustee or the Servicer to incur any expense or take any action hereunder.

In connection with any determination required to be made by the Servicer pursuant to this Section 7.06, the Servicer shall be entitled to request and conclusively rely on any determination made by the Manager or a certificate or opinion from an independent certified public accountant or other expert appointed in connection with its determination to direct the Indenture Trustee with respect to such application of Insurance Proceeds and the Servicer shall have no liability for either (i) making any such determination solely on the basis of any such determinations made by the Manager or such certificates or opinions requested and received by it or (ii) failing to make such determination in the absence of its receipt of such determination of the Manager and such certificates or opinions.

(c) The Indenture Trustee shall not be obligated to disburse Insurance Proceeds more frequently than once every calendar month or without written direction from the Servicer or Issuer. If Insurance Proceeds are applied as an Additional Principal Payment, such application shall not extend or postpone the due dates of any monthly payments due under the Notes or otherwise under the Transaction Documents, or change the amounts of such payments. If the Indenture Trustee acquires ownership of any Collateral, the Indenture Trustee shall have all of the right, title and interest of the applicable Asset Entity in and to any Insurance Proceeds and unearned premiums on insurance policies relating to such Collateral.

(d) In no event shall the Indenture Trustee be obligated to make disbursements of Insurance Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as certified by the Issuer, less a retainage equal to the greater of (x) the actual retainage required pursuant to the applicable contract, or (y) 10% of such costs incurred until the Restoration has been completed. The retainage shall in no event be less than the amount actually held back by the Asset Entities from contractors, subcontractors and materialmen engaged in the Restoration. The retainage shall not be released until the Restoration has been completed in accordance with the provisions of this Section 7.06 and that all approvals necessary for the use of the Fiber Network have been obtained from all appropriate Governmental Authorities, and the Issuer delivers to the Servicer final lien waivers and such other evidence reasonably satisfactory to the Servicer that the costs of the Restoration have been paid in full or will be paid in full out of the retainage.

Section 7.07. Inspection; Investigation. The Issuer shall permit, and shall cause each Asset Entity to permit, any authorized representatives designated by the Indenture Trustee or the Servicer to visit and inspect during normal business hours its Fiber Networks and its business, including its financial and accounting records, and to make copies and take extracts therefrom, to cause such records to be audited by independent public accountants and to discuss its affairs, finances and business with its officers and independent public accountants (with such party’s representative(s) present), at such reasonable times during normal business hours and as often as may be reasonably requested; provided that same is (x) conducted in such a manner as to not unreasonably interfere with the Manager’s or such ▇▇▇▇▇▇▇’s business and (y) only to the extent permitted under the relevant Fiber Network Underlying Rights Agreement. The Issuer

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shall permit, and shall cause each Asset Entity to permit, any authorized representatives designated by the Indenture Trustee and the Servicer to conduct site investigations of the Fiber Networks as may be reasonably requested with respect to environmental matters; provided, however, that no subsurface investigations or other investigations that would reasonably be deemed to be intrusive shall be conducted without the prior written consent of the Issuer, such consent not to be unreasonably withheld and shall be to the extent permitted under the relevant Fiber Network Underlying Rights Agreement. Unless an Event of Default has occurred and is continuing or the Notes are Specially Serviced Notes, the Indenture Trustee and the Servicer shall provide advance written notice of at least three (3) Business Days prior to visiting or inspecting any Fiber Network or the Issuer’s office.

Section 7.08. Compliance with Laws and Obligations. The Issuer shall, and shall cause each Asset Entity to, (A) comply with the requirements of all present and future applicable laws, rules, regulations and orders of any Governmental Authority in all jurisdictions in which it conducts business, other than those laws, rules, regulations and orders the noncompliance with which collectively could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (B) maintain all licenses and permits now held or hereafter acquired by any Obligor, the loss, suspension, or revocation of which, or failure to renew, in the aggregate could have a Material Adverse Effect and (C) perform, observe, comply and fulfill all of its material obligations, covenants and conditions contained in any Contractual Obligation except to the extent the failure to so observe, comply or fulfill such could not reasonably be expected to have a Material Adverse Effect.

Section 7.09. Further Assurances.

The Issuer shall, and shall cause each Asset Entity to, from time to time, execute or deliver such documents, instruments, agreements, financing statements, and perform such acts as might be necessary to evidence, preserve or protect the Assets and Collateral at any time securing or intended to secure the Obligations or to better and more effectively carry out the purposes of this Base Indenture and the other Transaction Documents. The Obligors shall file or cause to be filed all documents (including all financing statements) required to be filed by the terms of this Base Indenture and any applicable Series Supplement in accordance with and within the time periods provided for in this Base Indenture and in each applicable Series Supplement. In furtherance of the foregoing, the Obligors shall use commercially reasonable efforts to ensure that UCC-3 termination statements are filed as soon as practicable following the Series 2023-1 Closing Date with respect to all UCC-1 financing statements filed with respect to Indebtedness previously secured by any portion of the Collateral that was paid off or defeased on the Series 2023-1 Closing Date.

Notwithstanding the foregoing, the Obligors shall not be required to take any action to perfect the Indenture Trustee’s security interest, other than the filing of the financing statements in the jurisdictions of organization of each of the Obligors and the Guarantor, as well as the filing of “transmitting utility” financing statements in the applicable filing office of the state in which the applicable Collateral is located. No mortgage, deed of trust or similar filings shall be required in respect of the Notes or the Collateral.

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Section 7.10. Performance of Agreements. The Issuer shall, and shall cause each Asset Entity to, duly and timely perform, observe and comply in all material respects with all of the terms, provisions, conditions, covenants and agreements on its part to be performed, observed and complied with (i) hereunder and under the other Transaction Documents to which it is a party, (ii) under all Material Agreements and Material Customer Agreements and (iii) all other agreements (including Fiber Network Underlying Rights Agreements) entered into or assumed by such Person in connection with the Fiber Networks, and will not suffer or permit any material default or any event of default (giving effect to any applicable notice requirements and cure periods) to exist under any of the foregoing, except where the failure to perform, observe or comply with any agreement referred to in clause (ii) or (iii) of this Section 7.10 would not reasonably be expected to have a Material Adverse Effect. No Obligor shall consent to any amendment, waiver or termination of, or with respect to, any Transaction Document (or any agreement which requires consent of any Obligor to amend under the terms of any Transaction Document) without consent of the Indenture Trustee if so required by Section 13.01.

Section 7.11. Provision of Material Agreements. The Obligors, at the written request of the Indenture Trustee, acting at the written direction of the Servicer, shall furnish the Indenture Trustee or Servicer, as applicable, with (i) executed copies of all Material Customer Agreements and (ii) a list of all Material Agreements affecting the operation and management of the Fiber Networks.

Section 7.12. Management Agreement.

(a) The Issuer shall, and shall cause the Asset Entities to, (i) perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of each Asset Entity to be performed and observed and (ii) promptly notify the Indenture Trustee, the Back-Up Manager and the Servicer of any notice to any of the Asset Entities of any material default under the Management Agreement of which it has Knowledge. If any Asset Entity shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of such Asset Entity to be performed or observed, then, without limiting the Indenture Trustee’s other rights or remedies under this Base Indenture or the other Transaction Documents, and without waiving or releasing such Asset Entity from any of its obligations hereunder or under the Management Agreement, the Issuer grants the Indenture Trustee or the Servicer on its behalf the right, upon prior written notice to such Asset Entity, to pay any sums and to perform any act as may be reasonably appropriate to cause such material conditions of the Management Agreement on the part of such Asset Entity to be performed or observed; provided that neither the Indenture Trustee nor the Servicer will be under any obligation to pay such sums or perform such acts.

(b) The Issuer shall not permit the Asset Entities to surrender, terminate, cancel, or modify (other than non-material changes), the Management Agreement, or enter into any other management agreement with any new manager, or consent to the assignment by the Manager of its interest under the Management Agreement, in each case without delivery of a Rating Agency Confirmation and written consent of the Servicer (acting at the direction of the Controlling Class Representative or, if there is no Controlling Class Representative, the Majority Controlling Class Holders); provided, that no other consent of any Noteholder shall be required; provided, further, that Rating Agency Confirmation shall not be required in connection with the appointment of a Successor Manager if the Successor Manager is a Non-Securitization Entity.

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(c) The Indenture Trustee, the Back-Up Manager and the Servicer are each permitted to utilize and in good faith rely upon the advice of the Manager (or to utilize other agents or attorneys), at the cost of the Manager or the Issuer, as an Additional Securitization Expense, in performing its obligations under this Base Indenture and the other Transaction Documents, including Fiber Network management, operation, and maintenance; Fiber Network Asset dispositions and releases; any Restoration or Remedial Work; and confirmation of compliance by the Issuer with the provisions hereunder and under the other Transaction Documents and none of the Indenture Trustee, the Back-Up Manager or the Servicer shall have any liability with respect thereto.

Section 7.13. Maintenance of Office or Agency by Issuer.

(a) The Issuer shall maintain an office, agency or address where Notes (or evidence of ownership of Uncertificated Notes) may be presented or surrendered for payment, where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes, this Base Indenture and any Series Supplement may be served. The Issuer will give prompt written notice to the Indenture Trustee of the location, and any change in the location, of such office, agency or address; provided, however, that if the Issuer does not furnish the Indenture Trustee with an address in the City of New York where Notes may be presented or surrendered for payment, such presentations, surrenders, notices, and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee to receive all such presentations, surrenders, notices, and demands on behalf of the Issuer other than services of process. The Issuer hereby appoints the Corporate Trust Office as its agency for such purposes.

(b) The Issuer may also from time to time designate one or more other offices or agencies where Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Issuer will give prompt written notice to the Indenture Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Section 7.14. Misdirected Retained Collections. On and after the date hereof, the Obligors agree to deposit all Retained Collections due to the Asset Entities in respect of the Fiber Network Assets that are paid by a Customer into an account other than a Control Account or a Frontier Account or that are otherwise received but not deposited directly into a Control Account or a Frontier Account, in all cases within two Business Days following identification by the Obligors, to a Control Account or the Collection Account.

Section 7.15. Estoppel Certificates.

(a) Within ten Business Days following a written request by the Indenture Trustee or the Servicer, the Issuer shall provide to the Indenture Trustee and the Servicer a duly acknowledged written statement (upon which the Indenture Trustee and the Servicer may conclusively rely with no obligation to verify or confirm and with no liability therefor)

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confirming (i) the amount of the Outstanding principal balance of the Notes, (ii) the terms of payment and maturity date of the Notes, (iii) the date to which interest has been paid, (iv) whether any offsets or defenses exist against the Obligations, and if any such offsets or defenses are alleged to exist, the nature thereof shall be set forth in detail and (v) that this Base Indenture, the Notes and the other Transaction Documents are legal, valid and binding obligations of the Issuer and each Asset Entity (as applicable) and have not been modified or amended except in accordance with the provisions thereof.

(b) Within ten Business Days following a written request by the Issuer, the Indenture Trustee shall provide to the Issuer a duly acknowledged written statement setting forth the amount of the Outstanding principal balance of the Notes, the date to which interest has been paid, and whether the Indenture Trustee has provided the Issuer, on behalf of itself and the Asset Entities, with written notice of any Event of Default. Compliance by the Indenture Trustee with the requirements of this Section shall be for informational purposes only and shall not be deemed to be a waiver of any rights or remedies of the Indenture Trustee hereunder or under any other Transaction Document.

Section 7.16. Indebtedness. The Issuer shall not, and shall not permit the Asset Entities to, create, incur, assume, guarantee, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness except for the following (collectively, “Permitted Indebtedness”):

(a) The Obligations; and

(b) (i) Unsecured trade payables not evidenced by a note and arising out of purchases of goods or services in the ordinary course of business, (ii) Indebtedness incurred in the financing of equipment or other personal property used in connection with any Fiber Network in the ordinary course of business, (iii) reimbursement obligations to the Manager and (iv) obligations incurred or created in the ordinary course of business in respect of (a) performance of statutory, regulatory or licensing obligations, surety or appeal bonds, performance bonds, bids or tenders, letters of credit, workers’ compensation, unemployment insurance and other social security legislation and liability to insurance carriers under insurance or self-insurance arrangements or (b) construction or other work on or operation of the Fiber Networks or under the Fiber Network Underlying Rights Agreements; provided, however, that (A) none of such trade payables or other Indebtedness is secured by a lien on the Collateral or Assets of the Asset Entities other than a Permitted Encumbrance, (B) each such trade payable is payable not later than 60 days after the original invoice date and is not overdue by more than 30 days and (C) the aggregate amount of all Indebtedness referred to in this Section 7.16(b) does not, at any time, exceed an amount equal to 3% of the aggregate Initial Class Principal Balance of all Classes of then-Outstanding Notes in the aggregate for all the Asset Entities.

Section 7.17. No Liens. None of the Issuer or the Asset Entities shall create, incur, assume or permit to exist any Lien on or with respect to the Fiber Networks or any other Collateral except Permitted Encumbrances.

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Section 7.18. Contingent Obligations. Other than Permitted Indebtedness, the Issuer shall not, and shall not permit the Asset Entities to, create or become or be liable with respect to any material Contingent Obligation.

Section 7.19. Restriction on Fundamental Changes. Except as otherwise expressly permitted in this Base Indenture, the Issuer shall not, and shall not permit the Asset Entities to, (i) amend, modify or waive any term or provision of their respective articles of incorporation, by-laws, articles of organization, limited liability company agreements or other organizational documents so as to violate or permit the violation of the provisions of Article VIII, unless required by law; or (ii) liquidate, wind-up or dissolve such Asset Entity; provided that nothing contained in this Section 7.19 shall restrict the merger, consolidation or amalgamation of one Asset Entity into another Asset Entity so long as the surviving entity is an Asset Entity.

Section 7.20. Bankruptcy, Receivers, Similar Matters. An Obligor shall not apply for, consent to, aid, solicit, support, or otherwise act, cooperate or collude to cause the appointment of or taking possession by, a receiver, trustee or other custodian for all or a substantial part of the assets of any other Obligor. As used in this Base Indenture, an “Involuntary Obligor Bankruptcy” shall mean any involuntary case under the Bankruptcy Code or any other applicable bankruptcy, insolvency or other similar law now or hereafter in effect, in which any Obligor is a debtor or any portion of the Assets is property of the estate therein. An Obligor shall not file a petition for, consent to the filing of a petition for, aid, solicit, support, or otherwise act, cooperate or collude to cause the filing of a petition for an Involuntary Obligor Bankruptcy. In any Involuntary Obligor Bankruptcy, the other Obligors shall not, without the prior written consent of the Indenture Trustee (acting at the written direction of the Servicer) and the Servicer, consent to the entry of any order, file any motion, or support any motion (irrespective of the subject of the motion), and such Obligors shall not file or support any plan of reorganization. In any Involuntary Obligor Bankruptcy, the other Obligors shall do all things reasonably requested by the Indenture Trustee and the Servicer to assist the Indenture Trustee and the Servicer in obtaining such relief as the Indenture Trustee and the Servicer shall seek, and shall in all events vote as directed by the Indenture Trustee (acting solely at the written direction of the Servicer). Without limitation of the foregoing, each such Obligor shall do all things reasonably requested by the Indenture Trustee (acting solely at the written direction of the Servicer) to support any motion for relief from stay or plan of reorganization proposed or supported by the Indenture Trustee (acting solely at the written direction of the Servicer).

Section 7.21. ERISA.

(a) No ERISA Plans. The Issuer shall not, and shall not permit any Asset Entity to, establish any Employee Benefit Plan or Multiemployer Plan, or commence making contributions to (or become obligated to make contributions to) any Employee Benefit Plan or Multiemployer Plan.

(b) Compliance with ERISA. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Issuer shall not, and shall not permit the Asset Entities to: (i) engage in any non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code; or (ii) except as may be necessary to comply

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with applicable laws, establish or amend any Employee Benefit Plan, which establishment or amendment could result in liability to the Obligors or increase the benefits obligation of the Obligors (including on behalf of any ERISA Affiliate thereof); provided that if the Issuer is in default of this covenant under subsection (i), the Issuer shall be deemed not to be in default if such default results solely because (x) any portion of the Notes have been, or will be, funded with plan assets of any Plan and (y) the purchase or holding of such portion of the Notes by such Plan or the operation of the Issuer or the Asset Entities constitutes or results in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of applicable Similar Law.

Section 7.22. Money for Payments to be Held in Trust.

(a) The Paying Agent is hereby authorized to pay the principal of and interest on any Notes (as well as any other Obligation hereunder and under any other Transaction Document) on behalf of the Issuer and shall have an office or agency in Jersey City, New Jersey, where Notes may be presented or surrendered for payment and where notices, designations or requests in respect for payments with respect to the Notes and any other Obligations due hereunder and under any other Transaction Document may be served. The Issuer hereby appoints the Indenture Trustee as the initial Paying Agent for amounts due on the Notes of each Series and the other Obligations.

(b) On each Payment Date (or such other dates as may be required or permitted hereunder) the Paying Agent shall cause all payments of amounts due and payable with respect to any Notes and other Obligations that are to be made from amounts in the Collection Account to be made on behalf of the Issuer by the Paying Agent in accordance with the Priority of Payments and the related Manager Report.

(c) Subject to applicable laws with respect to escheatment of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to or at the direction of the Issuer on an Issuer Request; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease. The Indenture Trustee shall also adopt and employ, at the expense and direction of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Section 7.23. Fiber Network Underlying Rights Agreements.

(a) Modification. Except as provided in this Section 7.23, the Issuer shall not, and shall not permit the Asset Entities to, agree to any modification or amendment of any material substantive or economic terms of, or, subject to the terms herein, terminate or surrender any Fiber Network Underlying Rights Agreement, in each case without the prior written consent of the Manager (or, at any time the Notes are Specially Serviced Notes, the Servicer), which

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consent shall not be unreasonably withheld, conditioned or delayed. Any such attempted or purported material modification, amendment, or any surrender, termination, sale or assignment of any Fiber Network Underlying Rights Agreement without the Manager’s (or, at any time that the Notes are Specially Serviced Notes, the Servicer’s) prior written consent shall be null and void and of no force or effect. Notwithstanding the foregoing to the contrary, the Asset Entities shall be permitted, without the consent of the Indenture Trustee, the Servicer or the Manager but at any time that the Notes are Specially Serviced Notes, with the consent of the Servicer, to:

(i) Extend, shorten, expand or otherwise modify the terms of each Fiber Network Underlying Rights Agreement on commercially reasonable substantive and economic terms; or

(ii) Terminate, modify or sell (including by way of assignment) any Fiber Network Underlying Rights Agreement which the Issuer reasonably deems necessary or advantageous in accordance with prudent business practices subject to the provisions of Section 7.10.

(b) Renewal of Fiber Network Underlying Rights Agreements. The Issuer shall cause each Asset Entity to exercise any option to renew or extend any Fiber Network Underlying Rights Agreement; provided that an Asset Entity may elect not to exercise any such option if, and to the same extent that, such Asset Entity would be entitled to terminate, sell, assign or otherwise modify such Fiber Network Underlying Rights Agreement pursuant to Section 7.23(a). If an Asset Entity does not intend to exercise such option with respect to a material Fiber Network Underlying Rights Agreement, the Issuer shall give the Servicer prompt written notice thereof.

(c) Notice of Default. If any Asset Entity shall have Knowledge or receive any formal written notice that any Fiber Network Underlying Rights Default has occurred, the effect of which, in such Asset Entity’s reasonable opinion, is likely to result in the termination of the applicable Fiber Network Underlying Rights Agreement, then the Issuer shall, within three Business Days of receipt of such notice, notify the Indenture Trustee, the Back-Up Manager and the Servicer in writing of the same and deliver to the Indenture Trustee, the Back-Up Manager and the Servicer a true and complete copy of each such notice. Further, the Issuer shall provide such documents and information as the Indenture Trustee, the Back-Up Manager and the Servicer shall reasonably request concerning such Fiber Network Underlying Rights Default.

(d) The Servicer’s Right to Cure. Each Obligor agrees that if any Fiber Network Underlying Rights Default shall occur and be continuing, or if any property owner, utility or municipal authority or other counterparty to a Fiber Network Underlying Rights Agreement asserts in writing that a Fiber Network Underlying Rights Default has occurred (whether or not such Obligor questions or denies such assertion), then, subject to (i) the terms and conditions of the applicable Fiber Network Underlying Rights Agreement, and (ii) the Asset Entities’ right to terminate, sell or assign the applicable Fiber Network Underlying Rights Agreement in accordance with Section 7.23(a), the Servicer, upon five Business Days’ prior written notice to the Issuer, unless the Servicer reasonably determines that a shorter period (or no period) of notice is necessary to protect the Indenture Trustee’s interest in such Fiber Network Underlying Rights Agreement, may (but shall not be obligated to, regardless of the Servicing

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Standard (if the Notes are not then Specially Serviced Notes) and consistent with the Servicing Standard (if the Notes are then Specially Serviced Notes)) take any action that the Servicer deems reasonably necessary, including (i) performance or attempted performance of the applicable Asset Entity’s obligations under such Fiber Network Underlying Rights Agreement, (ii) curing or attempting to cure any actual or purported Fiber Network Underlying Rights Default, (iii) mitigating or attempting to mitigate any damages or consequences of the same and (iv) accessing the applicable Fiber Network Asset for any or all of such purposes. Upon the Indenture Trustee’s or the Servicer’s reasonable request, the Issuer shall submit satisfactory evidence of payment or performance of any of its obligations under the applicable Fiber Network Underlying Rights Agreement. The Servicer may pay and expend such sums of money as the Servicer in its sole discretion deems necessary or desirable for any such purpose, and the Issuer shall pay to the Servicer, within five Business Days of the written demand of the Servicer, all such sums so paid or expended by the Servicer.

Section 7.24. Rule 144A Information. For so long as any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer agrees to provide to any Noteholder or Note Owner, and to any prospective purchaser of Notes designated by such Noteholder or Note Owner upon the request of such Noteholder or Note Owner or prospective purchaser, any information required to be provided to such holder, owner or prospective purchaser to satisfy the conditions set forth in Rule 144A(d)(4) under the Securities Act.

Section 7.25. [Reserved].

Section 7.26. Maintenance of Books and Records. The Issuer shall, and shall cause the Asset Entities to, maintain and implement administrative and operating procedures reasonably necessary in the performance of their obligations hereunder and the Issuer shall, and shall cause the Asset Entities to, keep and maintain at all times, or cause to be kept and maintained at all times, all documents, books, records, accounts and other information reasonably necessary or advisable for the performance of their obligations hereunder to the extent required under applicable law.

Section 7.27. Continuation of Ratings. To the extent permitted by applicable laws, rules or regulations, the Issuer shall, and shall cause the Asset Entities to, (i) provide the Rating Agencies with information, to the extent reasonably obtainable by the Issuer or the Asset Entities, and take all reasonable action necessary to enable the Rating Agencies to monitor the credit ratings of the Notes and (ii) pay such ongoing fees of the Rating Agencies as they may reasonably request to monitor their respective ratings of the Notes.

Section 7.28. The Indenture Trustee’s, Back-Up Manager’s and Servicer’s Expenses. The Issuer shall pay, on written demand by the Indenture Trustee, the Back-Up Manager or the Servicer, all reasonable out-of-pocket expenses, charges, costs and fees (including reasonable attorneys’ fees and expenses) and indemnities in connection with the negotiation, documentation, closing, administration, servicing, enforcement, interpretation, and collection of the Notes and the Transaction Documents, and in the preservation and protection of the Indenture Trustee’s rights hereunder and thereunder. Without limitation the Issuer shall pay all costs and expenses, including reasonable attorneys’ fees, incurred by the Indenture Trustee,