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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                    to

Commission file number 001-09712
USMLogo.jpg
UNITED STATES CELLULAR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
62-1147325
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)
8410 West Bryn Mawr, Chicago, Illinois 60631
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (773) 399-8900
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Shares, $1 par valueUSMNew York Stock Exchange
6.25% Senior Notes due 2069UZDNew York Stock Exchange
5.50% Senior Notes due 2070UZENew York Stock Exchange
5.50% Senior Notes due 2070UZFNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒
No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☒No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer☐Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes
☐
No
☒

The number of shares outstanding of each of the issuer's classes of common stock, as of September 30, 2023, is 52 million Common Shares, $1 par value, and 33 million Series A Common Shares, $1 par value.


United States Cellular Corporation
Quarterly Report on Form 10-Q
For the Period Ended September 30, 2023
Index
Page No.

USMLogo.jpg
United States Cellular Corporation
Management’s Discussion and Analysis of
Financial Condition and Results of Operations 
Executive Overview
The following discussion and analysis compares United States Cellular Corporation’s (UScellular) financial results for the three and nine months ended September 30, 2023, to the three and nine months ended September 30, 2022. It should be read in conjunction with UScellular’s interim consolidated financial statements and notes included herein, and with the description of UScellular’s business, its audited consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) included in UScellular’s Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2022. Certain numbers included herein are rounded to millions for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers. 
This report contains statements that are not based on historical facts, which may be identified by words such as “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “projects,” “will” and similar expressions. These statements constitute and represent “forward looking statements” as this term is defined in the Private Securities Litigation Reform Act of 1995. Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by such forward looking statements. See the disclosure under the heading Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement elsewhere in this report for additional information.
The accounting policies of UScellular conform to accounting principles generally accepted in the United States of America (GAAP). However, UScellular uses certain “non-GAAP financial measures” in the MD&A. A discussion of the reasons UScellular determines these metrics to be useful and reconciliations of these measures to their most directly comparable measures determined in accordance with GAAP are included in the disclosure under the heading Supplemental Information Relating to Non-GAAP Financial Measures within the MD&A of this report.
1
General
UScellular owns, operates, and invests in wireless markets throughout the United States. UScellular is an 83%-owned subsidiary of Telephone and Data Systems, Inc. (TDS).
OPERATIONS
 10KUSM_Operating_2022Q3.jpg
▪Serves customers with 4.6 million retail connections including approximately 4.2 million postpaid and 0.5 million prepaid connections
▪Operates in 21 states
▪Employs approximately 4,500 associates
▪Owns 4,356 towers
▪Operates 6,973 cell sites in service
2
UScellular Mission and Strategy
UScellular’s mission is to connect its customers to what matters most to them. This includes providing exceptional wireless communication services which enhance consumers’ lives, increase the competitiveness of local businesses, and improve the efficiency of government operations in the markets UScellular serves.
UScellular's strategy is to attract and retain customers by providing a high-quality network, outstanding customer service, and competitive devices, plans and pricing - all provided with a local community focus. Strategic efforts include:
▪UScellular offers economical and competitively priced service plans and devices to its customers and is focused on increasing revenues from sales of related products such as device protection plans and from new services such as fixed wireless home internet. In addition, UScellular is focused on increasing revenues from prepaid plans, tower rent revenues and expanding its solutions available to business and government customers.
▪UScellular continues to enhance its network capabilities, including by deploying 5G technology. 5G technology helps address customers’ growing demand for data services and creates opportunities for new services requiring high speed and reliability as well as low latency. UScellular's initial 5G deployment has predominantly used low-band spectrum to launch 5G services in portions of substantially all of its markets. During 2023, UScellular is continuing to invest in 5G with a focus on deployment of mid-band spectrum, which will largely overlap portions of areas already covered with low-band 5G service. 5G service deployed over mid-band spectrum will further enhance speed and capacity for UScellular's mobility and fixed wireless services.
▪UScellular assesses its existing wireless interests on an ongoing basis with a goal of improving the competitiveness of its operations and maximizing its long-term return on capital. As part of this strategy, UScellular may seek attractive opportunities to acquire wireless spectrum, including pursuant to Federal Communications Commission (FCC) auctions.
Recent Development
On August 4, 2023, TDS and UScellular announced that the Boards of Directors of both companies have decided to initiate a process to explore a range of strategic alternatives for UScellular. During the three and nine months ended September 30, 2023, UScellular incurred third-party expenses of $3 million related to the strategic alternatives review. At this time, UScellular cannot predict the ultimate outcome of such process or estimate the potential impact of such process on the financial statements.
3
Terms Used by UScellular
The following is a list of definitions of certain industry terms that are used throughout this document:
▪5G – fifth generation wireless technology that helps address customers’ growing demand for data services and creates opportunities for new services requiring high speed and reliability as well as low latency.
▪Account – represents an individual or business financially responsible for one or multiple associated connections. An account may include a variety of types of connections such as handsets and connected devices.
▪Auction 107 – Auction 107 was an FCC auction of 3.7-3.98 GHz wireless spectrum licenses that started in December 2020 and concluded in February 2021.
▪Churn Rate – represents the percentage of the connections that disconnect service each month. These rates represent the average monthly churn rate for each respective period.
▪Connected Devices – non-handset devices that connect directly to the UScellular network. Connected devices include products such as tablets, wearables, modems, and hotspots.
▪EBITDA – refers to earnings before interest, taxes, depreciation, amortization and accretion and is used in the non-GAAP metric Adjusted EBITDA throughout this document. See Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for additional information.
▪Free Cash Flow – non-GAAP metric defined as Cash flows from operating activities less Cash paid for additions to property, plant and equipment and less Cash paid for software license agreements. See Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for additional information.
▪Gross Additions – represents the total number of new connections added during the period, without regard to connections that were terminated during that period.
▪Net Additions (Losses) – represents the total number of new connections added during the period, net of connections that were terminated during that period.
▪OIBDA – refers to operating income before depreciation, amortization and accretion and is used in the non-GAAP metric Adjusted OIBDA throughout this document. See Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for additional information.
▪Postpaid Average Revenue per Account (Postpaid ARPA) – metric which is calculated by dividing total postpaid service revenues by the average number of postpaid accounts and by the number of months in the period.
▪Postpaid Average Revenue per User (Postpaid ARPU) – metric which is calculated by dividing total postpaid service revenues by the average number of postpaid connections and by the number of months in the period.
▪Retail Connections – individual lines of service associated with each device activated by a postpaid or prepaid customer. Connections are associated with all types of devices that connect directly to the UScellular network.
▪Universal Service Fund (USF) – a system of telecommunications collected fees and support payments managed by the FCC intended to promote universal access to telecommunications services in the United States.
4
Operational Overview
25

As of September 30,20232022
Retail Connections – End of Period
Postpaid4,159,000 4,264,000
Prepaid462,000 493,000
Total4,621,000 4,757,000

Q3 2023Q3 2022Q3 2023 vs. Q3 2022YTD 2023YTD 2022YTD 2023 vs. YTD 2022
Postpaid Activity and Churn
Gross Additions
Handsets84,000 107,000 (21)%260,000 292,000 (11)%
Connected Devices44,000 44,000 —129,000 113,000 14 %
Total Gross Additions128,000 151,000 (15)%389,000 405,000 (4)%
Net Additions (Losses)
Handsets(38,000)(22,000)(73)%(92,000)(89,000)(3)%
Connected Devices3,000 (9,000)N/M4,000 (26,000)N/M
Total Net Additions (Losses)(35,000)(31,000)(13)%(88,000)(115,000)23 %
Churn
Handsets1.11 %1.15 %1.06 %1.12 %
Connected Devices2.64 %3.40 %2.69 %2.94 %
Total Churn1.30 %1.42 %1.26 %1.34 %
N/M - Percentage change not meaningful
Total postpaid handset net losses increased for the three and nine months ended September 30, 2023, when compared to the same period last year due to aggressive industry-wide competition.
Total postpaid connected device net additions increased for the three and nine months ended September 30, 2023, when compared to the same period last year due primarily to higher demand for fixed wireless home internet as well as decreases in tablet and mobile hotspot churn.
Postpaid Revenue
Three Months Ended
September 30,		Nine Months Ended
September 30,
202320222023 vs. 2022202320222023 vs. 2022
Average Revenue Per User (ARPU)
$51.11 $50.21 2 %$50.81 $49.99 2 %
Average Revenue Per Account (ARPA)
$130.91 $130.27 —$130.64 $130.20 —
Postpaid ARPU increased for the three months ended September 30, 2023, when compared to the same period last year, due to a decrease in promotional discounts, favorable plan and product offering mix, and an increase in device protection plan revenues.
Postpaid ARPU increased for the nine months ended September 30, 2023, when compared to the same period last year, due to favorable plan and product offering mix and an increase in device protection plan revenues, partially offset by an increase in promotional discounts.
Postpaid ARPA was relatively flat for the three and nine months ended September 30, 2023, when compared to the same period last year, due to the impacts to Postpaid ARPU, offset by a decrease in the number of connections per account.
5
Financial Overview
The following discussion and analysis compares financial results for the three and nine months ended September 30, 2023, to the three and nine months ended September 30, 2022.
Three Months Ended
September 30,		Nine Months Ended
September 30,
202320222023 vs. 2022202320222023 vs. 2022
(Dollars in millions)
 
 
 
Retail service$687 $696 (1)%$2,065 $2,098 (2)%
Inbound roaming8 17 (53)%25 56 (55)%
Other67 68 (1)%199 197 1 %
Service revenues762 781 (2)%2,289 2,351 (3)%
Equipment sales201 302 (33)%617 769 (20)%
Total operating revenues963 1,083 (11)%2,906 3,120 (7)%
System operations (excluding Depreciation, amortization and accretion reported below)185 197 (6)%557 574 (3)%
Cost of equipment sold228 354 (36)%708 887 (20)%
Selling, general and administrative333 369 (10)%1,020 1,032 (1)%
Depreciation, amortization and accretion159 177 (10)%490 520 (6)%
Loss on impairment of licenses— — —— 3 N/M
(Gain) loss on asset disposals, net1 1 (33)%14 9 62 %
(Gain) loss on sale of business and other exit costs, net— — 85 %— (1)N/M
Total operating expenses906 1,098 (17)%2,789 3,024 (8)%
Operating income (loss)$57 $(15)N/M$117 $96 22 %
Net income (loss)$23 $(12)N/M$43 $62 (30)%
Adjusted OIBDA (Non-GAAP)1
$220 $163 35 %$624 $627 (1)%
Adjusted EBITDA (Non-GAAP)1
$263 $205 28 %$753 $754 —
Capital expenditures2
$111 $136 (18)%$462 $541 (15)%
N/M - Percentage change not meaningful
1Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.
2Refer to Liquidity and Capital Resources within this MD&A for additional information on Capital expenditures.
6
Operating Revenues
Three Months Ended September 30, 2023 and 2022
(Dollars in millions)
510
Operating Revenues
Nine Months Ended September 30, 2023 and 2022
(Dollars in millions)
593

Service revenues consist of:
▪Retail Service - Postpaid and prepaid charges for voice, data and value-added services and cost recovery surcharges
▪Inbound Roaming - Consideration from other wireless carriers whose customers use UScellular’s wireless systems when roaming
▪Other Service - Amounts received from the Federal USF, tower rental revenues, miscellaneous other service revenues and Internet of Things (IoT)
Equipment revenues consist of:
▪Sales of wireless devices and related accessories to new and existing customers, agents, and third-party distributors
Key components of changes in the statement of operations line items were as follows:
Total operating revenues
Retail service revenues decreased for the three and nine months ended September 30, 2023, primarily as result of a decrease in average postpaid and prepaid connections, partially offset by an increase in Postpaid ARPU as previously discussed in the Operational Overview section.
Inbound roaming revenues decreased for the three and nine months ended September 30, 2023, primarily driven by lower data revenues resulting from lower rates. UScellular expects inbound roaming revenues to continue to decline for the remainder of 2023 relative to prior year levels, due primarily to continued reductions in roaming rates.
Equipment sales revenues decreased for the three and nine months ended September 30, 2023, due primarily to a decline in smartphone upgrades and gross additions.
Wireless service providers have been aggressive promotionally and on price to attract and retain customers. This includes both traditional carriers and cable companies operating as mobile virtual network operators (MVNOs). UScellular expects promotional aggressiveness by traditional carriers and pricing pressures from cable companies to continue into the foreseeable future. Operating revenues and Operating income have been negatively impacted in current and prior periods, and may be negatively impacted in future periods, by competitive promotional offers to new and existing customers.
7
Total operating expenses
Total operating expenses for the nine months ended September 30, 2023 include $9 million of severance and related expenses associated with a reduction in workforce that was recorded in the first quarter of 2023. These severance expenses are included in System operations expenses and Selling, general and administrative expenses.
Systems operations expenses
System operations expenses decreased for the three and nine months ended September 30, 2023, due primarily to decreases in roaming and customer usage expenses, partially offset by an increase in maintenance, utility, and cell site expenses. UScellular expects roaming expenses to continue to decline for the remainder of 2023 relative to prior year levels, due primarily to continued reductions in roaming rates.
Cost of equipment sold
Cost of equipment sold decreased for the three and nine months ended September 30, 2023, due primarily to a decline in smartphone upgrades and gross additions.
Selling, general and administrative expenses
Selling, general and administrative expenses decreased for the three months ended September 30, 2023, due primarily to decreases in bad debts expense, employee-related expenses, commissions, and advertising expense.
Selling, general and administrative expenses decreased for the nine months ended September 30, 2023 due primarily to decreases in bad debts expense and commissions, partially offset by an increase in advertising expense.
Depreciation, amortization and accretion
Depreciation, amortization and accretion expenses decreased for the three and nine months ended September 30, 2023 due primarily to enhancements that extended the useful life of a software platform.
Components of Other Income (Expense)
Three Months Ended
September 30,		Nine Months Ended
September 30,
202320222023 vs. 2022202320222023 vs. 2022
(Dollars in millions)
Operating income (loss)$57 $(15)N/M$117 $96 22 %
Equity in earnings of unconsolidated entities40 40 (1)%121 122 —
Interest and dividend income3 2 72 %8 5 52 %
Interest expense(50)(42)(16)%(147)(115)(28)%
Total investment and other income (expense)(7)— N/M(18)12 N/M
Income (loss) before income taxes50 (15)N/M99 108 (8)%
Income tax expense (benefit)27 (3)N/M56 46 22 %
Net income (loss)23 (12)N/M43 62 (30)%
Less: Net income attributable to noncontrolling interests, net of tax— — 45 %3 4 (20)%
Net income (loss) attributable to UScellular shareholders$23 $(12)N/M$40 $58 (31)%
N/M - Percentage change not meaningful
Equity in earnings of unconsolidated entities
Equity in earnings of unconsolidated entities represents UScellular’s share of net income from entities in which it has a noncontrolling interest and that are accounted for using the equity method or the net asset value practical expedient. UScellular’s investment in the Los Angeles SMSA Limited Partnership (LA Partnership) contributed pretax income of $14 million and $18 million for the three months ended September 30, 2023 and 2022, respectively and $52 million and $52 million for the nine months ended September 30, 2023 and 2022, respectively. See Note 8 — Investments in Unconsolidated Entities in the Notes to Consolidated Financial Statements for additional information.
8
Interest expense
Interest expense increased for the three and nine months ended September 30, 2023 due primarily to interest rate increases on variable rate debt. See Market Risk for additional information regarding maturities of long-term debt and weighted average interest rates.
Income tax expense
Income tax expense increased for the three months ended September 30, 2023 due primarily to the increase in Income (loss) before income taxes.
Income tax expense increased for the nine months ended September 30, 2023 due primarily to increases to state valuation allowances that reduce the net value of deferred tax assets, partially offset by the decrease in Income (loss) before income taxes.
9
Liquidity and Capital Resources
Sources of Liquidity
UScellular operates a capital-intensive business. In the past, UScellular’s existing cash and investment balances, funds available under its financing agreements, and cash flows from operating and certain investing and financing activities, including sales of assets or businesses, provided sufficient liquidity and financial flexibility for UScellular to meet its day-to-day operating needs and debt service requirements, to finance the build-out and enhancement of markets and to fund acquisitions, primarily of wireless spectrum licenses. There is no assurance that this will be the case in the future. UScellular has incurred negative free cash flow at times in past quarterly periods, and this could occur in future periods.
UScellular believes that existing cash and investment balances, funds available under its financing agreements, its ability to obtain future external financing, potential dispositions and expected cash flows from operating and investing activities will provide sufficient liquidity for UScellular to meet its day-to-day operating needs and debt service requirements. UScellular may require substantial additional capital for, among other uses, acquisitions of providers of wireless telecommunications services, wireless spectrum license acquisitions, capital expenditures, agreements to purchase goods or services, leases, repurchases of shares, or making additional investments. It may be necessary from time to time to increase the size of its existing credit facilities, to amend existing or put in place new credit agreements, to obtain other forms of financing, or to divest assets in order to fund potential expenditures. UScellular will continue to monitor the rapidly changing business and market conditions and is taking and intends to take appropriate actions, as necessary, to meet its liquidity needs.
Cash and Cash Equivalents
Cash and cash equivalents include cash and money market investments. The primary objective of UScellular's Cash and cash equivalents investment activities is to preserve principal.

Cash and Cash Equivalents
(Dollars in millions)
2391





The majority of UScellular’s Cash and cash equivalents are held in bank deposit accounts and in money market funds that purchase only debt issued by the U.S. Treasury or U.S. government agencies. Refer to the Consolidated Cash Flow Analysis for additional information related to changes in Cash and cash equivalents.
In addition to Cash and cash equivalents, UScellular had available undrawn borrowing capacity (taking into account debt covenant restrictions) from the following debt facilities at September 30, 2023. See the Financing section below for further details.
(Dollars in millions)
Revolving Credit Agreement$300 
Receivables Securitization Agreement445 
Repurchase Agreement200 
Total undrawn borrowing capacity945 
Debt covenant restrictions200 
Total available undrawn borrowing capacity$745 
10
Financing
Receivables Securitization Agreement
UScellular, through its subsidiaries, has a receivables securitization agreement to permit securitized borrowings using its equipment installment plan receivables. In September 2023, UScellular amended the agreement to extend the maturity date to September 2025. Amounts under the agreement may be borrowed, repaid and reborrowed from time to time until maturity. Unless the agreement is amended to extend the maturity date, repayments based on receivable collections commence in October 2025. The outstanding borrowings bear interest at a rate of the lender's cost of funds (which has historically tracked closely to Secured Overnight Financing Rate (SOFR)) plus 1.15%. During the nine months ended September 30, 2023, UScellular borrowed $115 million and repaid $385 million under the agreement. As of September 30, 2023, the outstanding borrowings under the agreement were $5 million and the unused borrowing capacity was $445 million, subject to sufficient collateral to satisfy the asset borrowing base provisions of the agreement.
Subsequent to September 30, 2023, UScellular borrowed $150 million under the receivables securitization agreement.
Repurchase Agreement
UScellular, through a subsidiary (the repo subsidiary), has a repurchase agreement to borrow up to $200 million, subject to the availability of eligible equipment installment plan receivables and the agreement of the lender. In January 2023, UScellular amended the repurchase agreement to extend the expiration date to January 2024. The outstanding borrowings bear interest at a rate of the lender's cost of funds (which has historically tracked closely to SOFR) plus 1.35%. During the nine months ended September 30, 2023, the repo subsidiary repaid $60 million under the agreement. As of September 30, 2023, there were no outstanding borrowings under the agreement and the unused borrowing capacity was $200 million, which is restricted from being borrowed against due to covenants within the TDS and UScellular credit agreements that limit secured borrowings on an enterprise-wide basis.
Debt Covenants
The revolving credit agreement, term loan agreements, export credit financing agreement and receivables securitization agreement require UScellular to comply with certain affirmative and negative covenants, which include certain financial covenants that may restrict the borrowing capacity available. In March 2023, the agreements were amended to require UScellular to maintain the Consolidated Leverage Ratio as of the end of any fiscal quarter at a level not to exceed the following: 4.25 to 1.00 from January 1, 2023 through March 31, 2024; 4.00 to 1.00 from April 1, 2024 through March 31, 2025; 3.75 to 1.00 from April 1, 2025 and thereafter. UScellular is also required to maintain the Consolidated Interest Coverage Ratio at a level not lower than 3.00 to 1.00 as of the end of any fiscal quarter. UScellular believes that it was in compliance as of September 30, 2023 with all such financial covenants.
Other Long-Term Financing
UScellular has an effective shelf registration statement on Form S-3 to issue senior or subordinated debt securities, preferred shares and depositary shares.
See Note 9 — Debt in the Notes to Consolidated Financial Statements for additional information related to the financing agreements.
Credit Ratings
In June 2023, Standard & Poor's revised the UScellular issuer credit rating to a negative outlook. There was no change to the BB rating issued by Standard & Poor's in October 2022.
Following the announcement on August 4, 2023 related to the review of strategic alternatives for UScellular, Standard & Poor's placed the BB issuer credit rating for UScellular on CreditWatch with developing implications. Per the release, this action reflects the potential for a higher or lower rating depending on the outcome of the strategic alternatives review. Further, Standard & Poor's indicated they expect to resolve the CreditWatch placement once they have sufficient information following the conclusion of the strategic review process. At the same time, Moody's issued a release indicating that UScellular's Ba1 issuer credit rating is not immediately impacted given the uncertainty around potential outcomes. Fitch Ratings did not issue a public statement.
In October 2023, Moody's re-affirmed its Ba1 rating and stable outlook for the UScellular issuer credit rating.
11
Capital Expenditures
Capital expenditures (i.e., additions to property, plant and equipment and system development expenditures; excludes wireless spectrum license additions), which include the effects of accruals and capitalized interest, for the nine months ended September 30, 2023 and 2022, were as follows:

Capital Expenditures
(Dollars in millions)
6829




Capital expenditures for the full year 2023 are expected to be between $600 million and $700 million. These expenditures are expected to be used principally for the following purposes:
▪Continue 5G deployment;
▪Enhance and maintain UScellular's network capacity and coverage, including deployment of mid-band spectrum to provide additional speed and capacity to accommodate increased data usage by current customers; and
▪Invest in information technology to support existing and new services and products.
UScellular is financing its capital expenditures for 2023 using primarily Cash flows from operating activities, existing cash balances and, as required, additional debt financing from its existing agreements and/or other forms of available financing.
Acquisitions, Divestitures and Exchanges
UScellular may be engaged in negotiations (subject to all applicable regulations) relating to the acquisition, divestiture or exchange of companies, properties, assets, or wireless spectrum licenses (including pursuant to FCC auctions). In general, UScellular may not disclose such transactions until there is a definitive agreement.
Other Obligations
UScellular will require capital for future spending on existing contractual obligations, including long-term debt obligations; lease commitments; commitments for device purchases, network facilities and transport services; agreements for software licensing; long-term marketing programs; commitments for wireless spectrum licenses acquired through FCC auctions; and other agreements to purchase goods or services.
Variable Interest Entities
UScellular consolidates certain “variable interest entities” as defined under GAAP. See Note 10 — Variable Interest Entities in the Notes to Consolidated Financial Statements for additional information related to these variable interest entities. UScellular may elect to make additional capital contributions and/or advances to these variable interest entities in future periods in order to fund their operations.
12
Consolidated Cash Flow Analysis
UScellular operates a capital-intensive business. UScellular makes substantial investments to acquire wireless spectrum licenses and properties and to construct and upgrade wireless telecommunications networks and facilities as a basis for creating long-term value for shareholders. In recent years, rapid changes in technology and new opportunities have required substantial investments in potentially revenue‑enhancing and cost-saving upgrades to UScellular’s networks. Revenues from certain of these investments are long-term and in some cases are uncertain. To meet its cash-flow needs, UScellular may need to delay or reduce certain investments or sell assets. Refer to Liquidity and Capital Resources within this MD&A for additional information. Cash flows may fluctuate from quarter to quarter and year to year due to seasonality, timing and other factors. The following discussion summarizes UScellular's cash flow activities for the nine months ended September 30, 2023 and 2022.
2023 Commentary
UScellular’s Cash, cash equivalents and restricted cash decreased $123 million. Net cash provided by operating activities was $719 million due to net income of $43 million adjusted for non-cash items of $514 million, distributions received from unconsolidated entities of $97 million, including $37 million in distributions from the LA Partnership, and changes in working capital items which increased net cash by $65 million. The working capital changes were primarily driven by reduced inventory and receivable balances, partially offset by timing of vendor payments and payment of associate bonuses.
Cash flows used for investing activities were $464 million, due primarily to payments for property, plant and equipment of $454 million.
Cash flows used for financing activities were $378 million, due primarily to repayments of $385 million on the receivables securitization agreement, a $60 million repayment on the EIP receivables repurchase agreement and cash paid for software license agreements of $28 million, partially offset by $115 million borrowed under the receivables securitization agreement.
2022 Commentary
UScellular’s Cash, cash equivalents and restricted cash increased $90 million. Net cash provided by operating activities was $652 million due to net income of $62 million adjusted for non-cash items of $557 million, distributions received from unconsolidated entities of $100 million, including $37 million in distributions from the LA Partnership, and changes in working capital items which decreased net cash by $67 million. The working capital changes were primarily driven by an increase in inventory and receivable balances, partially offset by a federal income tax refund of $123 million received during the first quarter of 2022.
Cash flows used for investing activities were $976 million, which included payments for wireless spectrum licenses of $575 million and payments for property, plant and equipment of $409 million. Cash payments for property, plant and equipment were lower than the total capital expenditures in the nine months ended September 30, 2022 due primarily to future obligations of certain software license agreements that are recorded as current year capital expenditures but are paid over time.
Cash flows provided by financing activities were $414 million, due primarily to $500 million borrowed under the term loan facilities, $150 million borrowed under the export credit financing agreement, $110 million borrowed under the EIP receivables repurchase agreement, and $75 million borrowed under the revolving credit agreement. These were partially offset by $250 million of repayments on the receivables securitization agreement, a $75 million repayment on the revolving credit agreement, a $50 million repayment on the EIP receivables repurchase agreement and the repurchase of $28 million of Common Shares.
13
Consolidated Balance Sheet Analysis
The following discussion addresses certain captions in the consolidated balance sheet and changes therein. This discussion is intended to highlight the significant changes and is not intended to fully reconcile the changes. Notable balance sheet changes during 2023 were as follows:
Inventory, net
Inventory, net decreased $86 million due primarily to efforts to reduce inventory on hand which was elevated to support holiday promotions and ensure adequate device supply.
Accounts payable — Trade
Accounts payable — Trade increased $62 million due primarily to Auction 107 relocation fees that were invoiced during the three months ended September 30, 2023, partially offset by timing of vendor invoice payments.
Other current liabilities
Other current liabilities decreased $187 million due primarily to a decrease in the short-term accrual for Auction 107 relocation fees and repayments on the EIP receivables repurchase agreement.
14
Supplemental Information Relating to Non-GAAP Financial Measures
UScellular sometimes uses information derived from consolidated financial information but not presented in its financial statements prepared in accordance with GAAP to evaluate the performance of its business. Specifically, UScellular has referred to the following measures in this report:
▪EBITDA
▪Adjusted EBITDA
▪Adjusted OIBDA
▪Free cash flow

These measures are considered “non-GAAP financial measures” under U.S. Securities and Exchange Commission Rules. Following are explanations of each of these measures.
EBITDA, Adjusted EBITDA and Adjusted OIBDA
EBITDA, Adjusted EBITDA and Adjusted OIBDA are defined as Net income (loss) adjusted for the items set forth in the reconciliation below. EBITDA, Adjusted EBITDA and Adjusted OIBDA are not measures of financial performance under GAAP and should not be considered as alternatives to Net income (loss) or Cash flows from operating activities, as indicators of cash flows or as measures of liquidity. UScellular does not intend to imply that any such items set forth in the reconciliation below are non-recurring, infrequent or unusual; such items may occur in the future.
Management uses Adjusted EBITDA and Adjusted OIBDA as measurements of profitability, and therefore reconciliations to applicable GAAP income measures are deemed appropriate. Management believes Adjusted EBITDA and Adjusted OIBDA are useful measures of UScellular’s operating results before significant recurring non-cash charges, nonrecurring expenses, gains and losses, and other items as presented below as they provide additional relevant and useful information to investors and other users of UScellular’s financial data in evaluating the effectiveness of its operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance. Adjusted EBITDA shows adjusted earnings before interest, taxes, depreciation, amortization and accretion, gains and losses, and expenses related to the strategic alternatives review of UScellular, while Adjusted OIBDA reduces this measure further to exclude Equity in earnings of unconsolidated entities and Interest and dividend income in order to more effectively show the performance of operating activities excluding investment activities. The following table reconciles EBITDA, Adjusted EBITDA and Adjusted OIBDA to the corresponding GAAP measures, Net income (loss) and Operating income (loss).
15
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
(Dollars in millions)
Net income (loss) (GAAP)$23 $(12)$43 $62 
Add back:
Income tax expense (benefit)27 (3)56 46 
Interest expense50 42 147 115 
Depreciation, amortization and accretion159 177 490 520 
EBITDA (Non-GAAP)259 204 736 743 
Add back or deduct:
Expenses related to strategic alternatives review3 — 3 — 
Loss on impairment of licenses— — — 3 
(Gain) loss on asset disposals, net1 1 14 9 
(Gain) loss on sale of business and other exit costs, net— — — (1)
Adjusted EBITDA (Non-GAAP)263 205 753 754 
Deduct:
Equity in earnings of unconsolidated entities40 40 121 122 
Interest and dividend income3 2 8 5 
Adjusted OIBDA (Non-GAAP)220 163 624 627 
Deduct:
Depreciation, amortization and accretion159 177 490 520 
Expenses related to strategic alternatives review3 — 3 — 
Loss on impairment of licenses— — — 3 
(Gain) loss on asset disposals, net1 1 14 9 
(Gain) loss on sale of business and other exit costs, net— — — (1)
Operating income (loss) (GAAP)$57 $(15)$117 $96 
Free Cash Flow
The following table presents Free cash flow, which is defined as Cash flows from operating activities less Cash paid for additions to property, plant and equipment and Cash paid for software license agreements. Free cash flow is a non-GAAP financial measure which UScellular believes may be useful to investors and other users of its financial information in evaluating liquidity, specifically, the amount of net cash generated by business operations after deducting Cash paid for additions to property, plant and equipment and Cash paid for software license agreements. 
Nine Months Ended
September 30,
20232022
(Dollars in millions)
Cash flows from operating activities (GAAP)$719 $652 
Cash paid for additions to property, plant and equipment(454)(409)
Cash paid for software license agreements(28)(5)
Free cash flow (Non-GAAP)$237 $238 
16
Application of Critical Accounting Policies and Estimates
UScellular prepares its consolidated financial statements in accordance with GAAP. UScellular’s significant accounting policies are discussed in detail in Note 1 — Summary of Significant Accounting Policies, Note 2 — Revenue Recognition and Note 10 — Leases in the Notes to Consolidated Financial Statements included in UScellular's Form 10-K for the year ended December 31, 2022. UScellular’s application of critical accounting policies and estimates is discussed in detail in Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in UScellular’s Form 10-K for the year ended December 31, 2022. 
Regulatory Matters
Spectrum Auctions
On August 7, 2020, the FCC released a Public Notice establishing procedures for an auction offering wireless spectrum licenses in the 3.7-3.98 GHz bands (Auction 107). On February 24, 2021, the FCC announced by way of public notice that UScellular was the provisional winning bidder for 254 wireless spectrum licenses for $1,283 million. UScellular paid $30 million of this amount in 2020 and the remainder in March 2021. The wireless spectrum licenses from Auction 107 were granted by the FCC in July 2021. Additionally, UScellular expects to be obligated to pay approximately $179 million in total from 2021 through 2025 related to relocation costs and accelerated relocation incentive payments. Such additional costs were accrued and capitalized at the time the licenses were granted, and are adjusted as necessary as the estimated obligation changes. UScellular paid $17 million, $8 million and $36 million related to the additional costs for the nine months ended September 30, 2023, the year ended December 31, 2022 and the year ended December 31, 2021, respectively. In October 2023, UScellular paid invoices totaling $105 million. UScellular received full access to the spectrum in the third quarter of 2023.
5G Fund
On October 27, 2020, the FCC adopted rules creating the 5G Fund for Rural America, which will distribute up to $9 billion over ten years to bring 5G wireless broadband connectivity to rural America. The 5G Fund will be implemented through a two-phase competitive process, using multiround auctions to award support. The winning bidders will be required to meet certain minimum speed requirements and interim and final deployment milestones. The order provides that the 5G Fund be in lieu of the previously proposed fund (the Phase II Connect America Mobility Fund) for the development of 4G LTE. The order also provides that over time a growing percentage of the legacy support a carrier receives must be used for 5G deployment. On September 22, 2023, the FCC adopted a Further Notice of Proposed Rulemaking (FNPRM) to continue implementation of the 5G Fund. The FCC sought comment on, among other things, the definition of areas eligible for 5G Fund support, adjustment factors and metrics used to identify winning bids, and the potential inclusion of cybersecurity and supply chain management requirements for those receiving 5G Fund support.
UScellular cannot predict at this time when the 5G Fund auction will occur, when the phase down period for its existing legacy support from the Federal USF will commence, or whether the 5G Fund auction will provide opportunities to UScellular to offset any loss in existing support.
17
Private Securities Litigation Reform Act of 1995
Safe Harbor Cautionary Statement

This Form 10-Q, including exhibits, contains statements that are not based on historical facts and represent forward-looking statements, as this term is defined in the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, that address activities, events or developments that UScellular intends, expects, projects, believes, estimates, plans or anticipates will or may occur in the future are forward-looking statements. The words “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “projects” and similar expressions are intended to identify these forward-looking statements, but are not the exclusive means of identifying them. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include, but are not limited to, those set forth below, as more fully described under “Risk Factors” in UScellular’s Form 10-K for the year ended December 31, 2022 and in this Form 10-Q. Each of the following risks could have a material adverse effect on UScellular’s business, financial condition or results of operations. However, such factors are not necessarily all of the important factors that could cause actual results, performance or achievements to differ materially from those expressed in, or implied by, the forward-looking statements contained in this document. Other unknown or unpredictable factors also could have material adverse effects on future results, performance or achievements. UScellular undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise. You should carefully consider the Risk Factors in UScellular’s Form 10-K for the year ended December 31, 2022, the following factors and other information contained in, or incorporated by reference into, this Form 10-Q to understand the material risks relating to UScellular’s business, financial condition or results of operations.
Operational Risk Factors
▪Intense competition involving products, services, pricing, promotions and network speed and technologies could adversely affect UScellular’s revenues or increase its costs to compete.
▪Changes in roaming practices or other factors could cause UScellular's roaming revenues to decline from current levels, roaming expenses to increase from current levels and/or impact UScellular's ability to service its customers in geographic areas where UScellular does not have its own network, which could have an adverse effect on UScellular's business, financial condition or results of operations.
▪A failure by UScellular to obtain access to adequate radio spectrum to meet current or anticipated future needs and/or to accurately predict future needs for radio spectrum could have an adverse effect on UScellular’s business, financial condition or results of operations.
▪An inability to attract diverse people of outstanding talent throughout all levels of the organization, to develop their potential through education and assignments, and to retain them by keeping them engaged, challenged and properly rewarded could have an adverse effect on UScellular's business, financial condition or results of operations.
▪UScellular’s smaller scale relative to larger competitors that may have greater financial and other resources than UScellular could cause UScellular to be unable to compete successfully, which could adversely affect its business, financial condition or results of operations.
▪Changes in various business factors, including changes in demand, consumer preferences and perceptions, price competition, churn from customer switching activity and other factors, could have an adverse effect on UScellular’s business, financial condition or results of operations.
▪Advances or changes in technology could render certain technologies used by UScellular obsolete, could put UScellular at a competitive disadvantage, could reduce UScellular’s revenues or could increase its costs of doing business.
▪Complexities associated with deploying new technologies present substantial risk and UScellular investments in unproven technologies may not produce the benefits that UScellular expects.
▪Costs, integration problems or other factors associated with acquisitions, divestitures or exchanges of properties or wireless spectrum licenses and/or expansion of UScellular’s business could have an adverse effect on UScellular’s business, financial condition or results of operations.
▪A failure by UScellular to complete significant network construction and systems implementation activities as part of its plans to improve the quality, coverage, capabilities and capacity of its network, support and other systems and infrastructure could have an adverse effect on its operations.
▪Difficulties involving third parties with which UScellular does business, including changes in UScellular's relationships with or financial or operational difficulties, including supply chain disruptions, of key suppliers or independent agents and third-party national retailers who market UScellular’s services, could adversely affect UScellular's business, financial condition or results of operations.
▪A failure by UScellular to maintain flexible and capable telecommunication networks or information technologies, or a material disruption thereof, could have an adverse effect on UScellular’s business, financial condition or results of operations.
18
Financial Risk Factors
▪Uncertainty in UScellular’s future cash flow and liquidity or the inability to access capital, deterioration in the capital markets, changes in interest rates, other changes in UScellular’s performance or market conditions, changes in UScellular’s credit ratings or other factors could limit or restrict the availability of financing on terms and prices acceptable to UScellular, which has required and could in the future require UScellular to reduce or delay its construction, development or acquisition programs, reduce the amount of wireless spectrum licenses acquired, divest assets or businesses, and/or reduce or cease share repurchases.
▪UScellular has a significant amount of indebtedness which could adversely affect its financial performance and in turn adversely affect its ability to make payments on its indebtedness, comply with terms of debt covenants and incur additional debt.
▪UScellular’s assets and revenue are concentrated in the U.S. wireless telecommunications industry. Consequently, its operating results may fluctuate based on factors related primarily to conditions in this industry.
▪UScellular has significant investments in entities that it does not control. Losses in the value of such investments could have an adverse effect on UScellular’s financial condition or results of operations.
Regulatory, Legal and Governance Risk Factors
▪Failure by UScellular to timely or fully comply with any existing applicable legislative and/or regulatory requirements or changes thereto could adversely affect UScellular’s business, financial condition or results of operations.
▪UScellular receives significant regulatory support, and is also subject to numerous surcharges and fees from federal, state and local governments – the applicability and the amount of the support and fees are subject to great uncertainty, including the ability to pass through certain fees to customers, and this uncertainty could have an adverse effect on UScellular’s business, financial condition or results of operations.
▪Settlements, judgments, restraints on its current or future manner of doing business and/or legal costs resulting from pending and future litigation could have an adverse effect on UScellular’s business, financial condition or results of operations.
▪The possible development of adverse precedent in litigation or conclusions in professional studies to the effect that potentially harmful emissions from devices or network equipment, including but not limited to radio frequencies emitted by wireless signals, may cause harmful health consequences, including cancer, tumors or otherwise harmful impacts, or may interfere with various electronic medical devices or frequencies used by other industries, could have an adverse effect on UScellular's business, financial condition or results of operations.
▪Claims of infringement of intellectual property and proprietary rights of others, primarily involving patent infringement claims, could prevent UScellular from using necessary technology to provide products or services or subject UScellular to expensive intellectual property litigation or monetary penalties, which could have an adverse effect on UScellular’s business, financial condition or results of operations.
▪There are potential conflicts of interests between TDS and UScellular.
▪Certain matters, such as control by TDS and provisions in the UScellular Restated Certificate of Incorporation, may serve to discourage or make more difficult a change in control of UScellular or have other consequences.
▪TDS and UScellular have initiated a process to explore a range of strategic alternatives for UScellular and there can be no assurance that any strategic alternative will be successfully identified or completed, that any such strategic alternative will result in additional value for UScellular and its shareholders, or that the process will not have an adverse impact on UScellular's business or financial statements.
General Risk Factors
▪UScellular has experienced, and in the future expects to experience, cyber-attacks or other breaches of network or information technology security of varying degrees on a regular basis, which could have an adverse effect on UScellular's business, financial condition or results of operations.
▪Disruption in credit or other financial markets, a deterioration of U.S. or global economic conditions or other events could, among other things, impede UScellular’s access to or increase the cost of financing its operating and investment activities and/or result in reduced revenues and lower operating income and cash flows, which would have an adverse effect on UScellular’s business, financial condition or results of operations.
▪The impact of public health emergencies on UScellular's business is uncertain, but depending on duration and severity could have a material adverse effect on UScellular's business, financial condition or results of operations.
19
Risk Factors
In addition to the information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in UScellular’s Form 10-K for the year ended December 31, 2022, which could materially affect UScellular’s business, financial condition or future results. The risks described in this Form 10-Q and the Form 10-K for the year ended December 31, 2022, may not be the only risks that could affect UScellular. Additional unidentified or unrecognized risks and uncertainties could materially adversely affect UScellular’s business, financial condition and/or operating results. The following additional risk factor should be read in conjunction with the risk factors previously disclosed in UScellular’s Form 10-K for the year ended December 31, 2022.
TDS and UScellular have initiated a process to explore a range of strategic alternatives for UScellular and there can be no assurance that any strategic alternative will be successfully identified or completed, that any such strategic alternative will result in additional value for UScellular and its shareholders, or that the process will not have an adverse impact on UScellular's business or financial statements.
On August 4, 2023, TDS and UScellular announced that the Boards of Directors of both companies decided to initiate a process to explore a range of strategic alternatives for UScellular. This comprehensive process could result in a diversion of management's attention from UScellular's existing business; a failure to achieve financial and operating objectives; the incurrence of significant expenses; the failure to retain key personnel, customers, business partners or contracts; and volatility in UScellular's stock price. There can be no assurance that such comprehensive process will result in any strategic alternative of any kind being successfully identified or completed or that the process will not have an adverse impact on UScellular's business or financial statements.
UScellular does not intend to discuss or disclose developments with respect to the process unless it determines further disclosure is appropriate or required.
Quantitative and Qualitative Disclosures about Market Risk
Market Risk
As of September 30, 2023, approximately 70% of UScellular's long-term debt was in fixed-rate senior notes and approximately 30% in variable-rate debt. Fluctuations in market interest rates can lead to volatility in the fair value of fixed-rate notes and interest expense on variable-rate debt.
The following table presents the scheduled principal payments on long-term debt, lease obligations, and the related weighted average interest rates by maturity dates at September 30, 2023.
Principal Payments Due by Period
Long-Term Debt Obligations1
Weighted-Avg. Interest Rates on Long-Term Debt Obligations2
(Dollars in millions)
Remainder of 2023$3 7.2 %
202420 7.1 %
202520 7.1 %
2026268 6.9 %
2027158 7.0 %
Thereafter2,514 6.3 %
Total$2,983 6.4 %
1The total long-term debt obligation differs from Long-term debt in the Consolidated Balance Sheet due to unamortized debt issuance costs on all non-revolving debt instruments, unamortized discounts related to the 6.7% Senior Notes, and outstanding borrowings under the receivables securitization agreement, which principal repayments are not scheduled but are instead based on actual receivable collections.
2Represents the weighted average stated interest rates at September 30, 2023, for debt maturing in the respective periods.
See Note 3 — Fair Value Measurements in the Notes to Consolidated Financial Statements for additional information related to the fair value of UScellular’s Long-term debt as of September 30, 2023.
20
Financial Statements
United States Cellular Corporation
Consolidated Statement of Operations
(Unaudited)
 
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
(Dollars and shares in millions, except per share amounts)
Operating revenues
Service$762 $781 $2,289 $2,351 
Equipment sales201 302 617 769 
Total operating revenues963 1,083 2,906 3,120 
Operating expenses
System operations (excluding Depreciation, amortization and accretion reported below)185 197 557 574 
Cost of equipment sold228 354 708 887 
Selling, general and administrative333 369 1,020 1,032 
Depreciation, amortization and accretion159 177 490 520 
Loss on impairment of licenses— — — 3 
(Gain) loss on asset disposals, net1 1 14 9 
(Gain) loss on sale of business and other exit costs, net— — — (1)
Total operating expenses906 1,098 2,789 3,024 
Operating income (loss)57 (15)117 96 
Investment and other income (expense)
Equity in earnings of unconsolidated entities40 40 121 122 
Interest and dividend income3 2 8 5 
Interest expense(50)(42)(147)(115)
Total investment and other income (expense)(7)— (18)12 
Income (loss) before income taxes50 (15)99 108 
Income tax expense (benefit)27 (3)56 46 
Net income (loss)23 (12)43 62 
Less: Net income attributable to noncontrolling interests, net of tax— — 3 4 
Net income (loss) attributable to UScellular shareholders$23 $(12)$40 $58 
Basic weighted average shares outstanding85 85 85 86 
Basic earnings (loss) per share attributable to UScellular shareholders$0.26 $(0.15)$0.47 $0.68 


Diluted weighted average shares outstanding86 85 86 87 
Diluted earnings (loss) per share attributable to UScellular shareholders$0.26 $(0.15)$0.47 $0.67 
The accompanying notes are an integral part of these consolidated financial statements.
21
United States Cellular Corporation
Consolidated Statement of Cash Flows
(Unaudited)
Nine Months Ended
September 30,
20232022
(Dollars in millions)
Cash flows from operating activities
Net income$43 $62 
Add (deduct) adjustments to reconcile net income to net cash flows from operating activities
Depreciation, amortization and accretion490 520 
Bad debts expense72 93 
Stock-based compensation expense14 18 
Deferred income taxes, net41 31 
Equity in earnings of unconsolidated entities(121)(122)
Distributions from unconsolidated entities97 100 
Loss on impairment of licenses— 3 
(Gain) loss on asset disposals, net14 9 
(Gain) loss on sale of business and other exit costs, net— (1)
Other operating activities4 6 
Changes in assets and liabilities from operations
Accounts receivable30 (54)
Equipment installment plans receivable20 (131)
Inventory86 (71)
Accounts payable(39)(7)
Customer deposits and deferred revenues(16)27 
Accrued taxes12 134 
Accrued interest7 10 
Other assets and liabilities(35)25 
Net cash provided by operating activities719 652 
Cash flows from investing activities
Cash paid for additions to property, plant and equipment(454)(409)
Cash paid for licenses(24)(575)
Other investing activities14 8 
Net cash used in investing activities(464)(976)
Cash flows from financing activities
Issuance of long-term debt115 725 
Repayment of long-term debt(395)(327)
Issuance of short-term debt— 110 
Repayment of short-term debt(60)(50)
Common Shares reissued for benefit plans, net of tax payments(6)(5)
Repurchase of Common Shares— (28)
Distributions to noncontrolling interests(2)(3)
Cash paid for software license agreements(28)(5)
Other financing activities(2)(3)
Net cash provided by (used in) financing activities(378)414 
Net increase (decrease) in cash, cash equivalents and restricted cash(123)90 
Cash, cash equivalents and restricted cash
Beginning of period308 199 
End of period$185 $289 

The accompanying notes are an integral part of these consolidated financial statements.
22
United States Cellular Corporation
Consolidated Balance Sheet — Assets
(Unaudited)
September 30, 2023December 31, 2022
(Dollars in millions)
Current assets
Cash and cash equivalents$153 $273 
Accounts receivable
Customers and agents, less allowances of $62 and $70, respectively
890 985 
Roaming2 4 
Other, less allowances of $3 and $2, respectively
67 83 
Inventory, net175 261 
Prepaid expenses64 68 
Income taxes receivable2 4 
Other current assets40 45 
Total current assets1,393 1,723 
Assets held for sale16 26 
Licenses4,690 4,690 
Investments in unconsolidated entities477 452 
Property, plant and equipment
In service and under construction9,571 9,334 
Less: Accumulated depreciation and amortization6,978 6,710 
Property, plant and equipment, net2,593 2,624 
Operating lease right-of-use assets914 918 
Other assets and deferred charges666 686 
Total assets1
$10,749 $11,119 
The accompanying notes are an integral part of these consolidated financial statements.
23
United States Cellular Corporation
Consolidated Balance Sheet — Liabilities and Equity
(Unaudited)
September 30, 2023December 31, 2022
(Dollars and shares in millions, except per share amounts)
Current liabilities
Current portion of long-term debt$18 $13 
Accounts payable
Affiliated6 12 
Trade406 344 
Customer deposits and deferred revenues222 239 
Accrued taxes35 35 
Accrued compensation61 84 
Short-term operating lease liabilities135 133 
Other current liabilities148 335 
Total current liabilities1,031 1,195 
Deferred liabilities and credits
Deferred income tax liability, net749 708 
Long-term operating lease liabilities834 843 
Other deferred liabilities and credits601 604 
Long-term debt, net2,903 3,187 
Commitments and contingencies
Noncontrolling interests with redemption features12 12 
Equity
UScellular shareholders’ equity
Series A Common and Common Shares
Authorized 190 shares (50 Series A Common and 140 Common Shares)
Issued 88 shares (33 Series A Common and 55 Common Shares)
Outstanding 85 shares (33 Series A Common and 52 Common Shares)
Par Value ($1.00 per share) ($33 Series A Common and $55 Common Shares)
88 88 
Additional paid-in capital1,717 1,703 
Treasury shares, at cost, 3 Common Shares
(80)(98)
Retained earnings2,878 2,861 
Total UScellular shareholders' equity4,603 4,554 
Noncontrolling interests16 16 
Total equity4,619 4,570 
Total liabilities and equity1
$10,749 $11,119 

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

1     The consolidated total assets as of September 30, 2023 and December 31, 2022, include assets held by consolidated variable interest entities (VIEs) of $1,263 million and $1,265 million, respectively, which are not available to be used to settle the obligations of UScellular. The consolidated total liabilities as of September 30, 2023 and December 31, 2022, include certain liabilities of consolidated VIEs of $24 million and $25 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of UScellular. See Note 10 — Variable Interest Entities for additional information.
24
United States Cellular Corporation
Consolidated Statement of Changes in Equity
(Unaudited)
UScellular Shareholders
Series A
Common and
Common
shares
Additional
paid-in
capital
Treasury
shares
Retained
earnings
Total
UScellular
shareholders'
equity
Noncontrolling
interests
Total equity
(Dollars in millions)
June 30, 2023$88 $1,710 $(80)$2,855 $4,573 $16 $4,589 
Net income (loss) attributable to UScellular shareholders— — — 23 23 — 23 
Net income attributable to noncontrolling interests classified as equity
— — — — — 1 1 
Incentive and compensation plans— 7 — — 7 — 7 
Distributions to noncontrolling interests— — — — — (1)(1)
September 30, 2023$88 $1,717 $(80)$2,878 $4,603 $16 $4,619 
The accompanying notes are an integral part of these consolidated financial statements.
25
United States Cellular Corporation
Consolidated Statement of Changes in Equity
(Unaudited)
UScellular Shareholders
Series A
Common and
Common
shares
Additional
paid-in
capital
Treasury
shares
Retained
earnings
Total
UScellular
shareholders'
equity
Noncontrolling
interests
Total equity
(Dollars in millions)
June 30, 2022$88 $1,692 $(75)$2,903 $4,608 $16 $4,624 
Net income (loss) attributable to UScellular shareholders— — — (12)(12)— (12)
Net income attributable to noncontrolling interests classified as equity
— — — — — 1 1 
Repurchase of Common Shares— — (10)— (10)— (10)
Incentive and compensation plans— 4 — (1)3 — 3 
Distributions to noncontrolling interests— — — — — (1)(1)
September 30, 2022$88 $1,696 $(85)$2,890 $4,589 $16 $4,605 

The accompanying notes are an integral part of these consolidated financial statements.
26
United States Cellular Corporation
Consolidated Statement of Changes in Equity
(Unaudited)
UScellular Shareholders
Series A
Common and
Common
shares		Additional
paid-in
capital		Treasury
shares		Retained
earnings		Total
UScellular
shareholders'
equity		Noncontrolling
interests		Total equity
(Dollars in millions)
December 31, 2022$88 $1,703 $(98)$2,861 $4,554 $16 $4,570 
Net income (loss) attributable to UScellular shareholders— — — 40 40 — 40 
Net income attributable to noncontrolling interests classified as equity— — — — — 2 2 
Incentive and compensation plans— 14 18 (23)9 — 9 
Distributions to noncontrolling interests— — — — — (2)(2)
September 30, 2023$88 $1,717 $(80)$2,878 $4,603 $16 $4,619 

The accompanying notes are an integral part of these consolidated financial statements.
27
United States Cellular Corporation
Consolidated Statement of Changes in Equity
(Unaudited)
UScellular Shareholders
Series A
Common and
Common
shares		Additional
paid-in
capital		Treasury
shares		Retained
earnings		Total
UScellular
shareholders'
equity		Noncontrolling
interests		Total equity
(Dollars in millions)
December 31, 2021$88 $1,678 $(68)$2,849 $4,547 $16 $4,563 
Net income (loss) attributable to UScellular shareholders— — — 58 58 — 58 
Net income attributable to noncontrolling interests classified as equity— — — — — 3 3 
Repurchase of Common Shares— — (29)— (29)— (29)
Incentive and compensation plans— 18 12 (17)13 — 13 
Distributions to noncontrolling interests— — — — — (3)(3)
September 30, 2022$88 $1,696 $(85)$2,890 $4,589 $16 $4,605 

The accompanying notes are an integral part of these consolidated financial statements.
28
United States Cellular Corporation
Notes to Consolidated Financial Statements

Note 1 Basis of Presentation
United States Cellular Corporation (UScellular), a Delaware Corporation, is an 83%-owned subsidiary of Telephone and Data Systems, Inc. (TDS).
The accounting policies of UScellular conform to accounting principles generally accepted in the United States of America (GAAP) as set forth in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). Unless otherwise specified, references to accounting provisions and GAAP in these notes refer to the requirements of the FASB ASC. The consolidated financial statements include the accounts of UScellular, subsidiaries in which it has a controlling financial interest, general partnerships in which UScellular has a majority partnership interest and certain entities in which UScellular has a variable interest that requires consolidation into the UScellular financial statements under GAAP. Intercompany accounts and transactions have been eliminated.
Certain numbers included herein are rounded to millions for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in UScellular’s Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2022.
The accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring items, unless otherwise disclosed) necessary for the fair statement of UScellular’s financial position as of September 30, 2023 and December 31, 2022, its results of operations and changes in equity for the three and nine months ended September 30, 2023 and 2022, and its cash flows for the nine months ended September 30, 2023 and 2022. The Consolidated Statement of Comprehensive Income was not included because comprehensive income for the three and nine months ended September 30, 2023 and 2022, equaled net income. These results are not necessarily indicative of the results to be expected for the full year. UScellular has not changed its significant accounting and reporting policies from those disclosed in its Form 10-K for the year ended December 31, 2022.
Software License Agreements
Certain software licenses are recorded as acquisitions of property, plant and equipment and the incurrence of a liability to the extent that the license fees are not fully paid at acquisition, and are treated as non-cash activity in the Consolidated Statement of Cash Flows. Such acquisitions of software licenses that are not reflected as Cash paid for additions to property, plant and equipment were $18 million and $135 million for the nine months ended September 30, 2023 and 2022, respectively.
Restricted Cash
UScellular presents restricted cash with cash and cash equivalents in the Consolidated Statement of Cash Flows. Restricted cash primarily consists of balances required under the receivables securitization agreement. See Note 9 — Debt for additional information related to the receivables securitization agreement. The following table provides a reconciliation of Cash and cash equivalents and restricted cash reported in the Consolidated Balance Sheet to the total of the amounts in the Consolidated Statement of Cash Flows.
September 30, 2023December 31, 2022
(Dollars in millions)
Cash and cash equivalents$153 $273 
Restricted cash included in Other current assets32 35 
Cash, cash equivalents and restricted cash in the statement of cash flows$185 $308 
Recent Development
On August 4, 2023, TDS and UScellular announced that the Boards of Directors of both companies have decided to initiate a process to explore a range of strategic alternatives for UScellular. During the three and nine months ended September 30, 2023, UScellular incurred third-party expenses of $3 million related to the strategic alternatives review, which are included in Selling, general and administrative expenses. At this time, UScellular cannot predict the ultimate outcome of such process or estimate the potential impact of such process on the financial statements.
29
Note 2 Revenue Recognition
Disaggregation of Revenue
In the following table, UScellular's revenues are disaggregated by type of service, which represents the relevant categorization of revenues for UScellular, and timing of recognition. Service revenues are recognized over time and Equipment sales are recognized at a point in time. 
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
(Dollars in millions)
Revenues from contracts with customers:
Retail service$687 $696 $2,065 $2,098 
Inbound roaming8 17 25 56 
Other service42 45 124 129 
Service revenues from contracts with customers737 758 2,214 2,283 
Equipment sales201 302 617 769 
Total revenues from contracts with customers938 1,060 2,831 3,052 
Operating lease income25 23 75 68 
Total operating revenues$963 $1,083 $2,906 $3,120 
Contract Balances
The following table provides balances for contract assets from contracts with customers, which are recorded in Other current assets and Other assets and deferred charges in the Consolidated Balance Sheet, and contract liabilities from contracts with customers, which are recorded in Customer deposits and deferred revenues and Other deferred liabilities and credits in the Consolidated Balance Sheet.
 September 30, 2023December 31, 2022
(Dollars in millions) 
Contract assets$5 $5 
Contract liabilities$324 $349 

Revenue recognized related to contract liabilities existing at January 1, 2023 was $186 million for the nine months ended September 30, 2023.

Transaction price allocated to the remaining performance obligations
The following table includes estimated service revenues expected to be recognized related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. These estimates represent service revenues to be recognized when wireless services are delivered to customers pursuant to service plan contracts and under certain roaming agreements with other carriers. These estimates are based on contracts in place as of September 30, 2023 and may vary from actual results. As practical expedients, revenue related to contracts of less than one year, generally month-to-month contracts, and contracts with a fixed per-unit price and variable quantity, are excluded from these estimates. 
Service Revenues
(Dollars in millions)
Remainder of 2023$123 
2024161 
Thereafter108 
Total
$392 
30
Contract Cost Assets
UScellular expects that commission fees paid as a result of obtaining contracts are recoverable and therefore UScellular defers and amortizes these costs. As a practical expedient, costs with an amortization period of one year or less are expensed as incurred. The contract cost asset balance related to commission fees and other costs was $124 million at September 30, 2023, and $131 million at December 31, 2022, and was recorded in Other assets and deferred charges in the Consolidated Balance Sheet. Deferred commission fees are amortized based on the timing of transfer of the goods or services to which the assets relate, typically the contract term. Amortization of contract cost assets was $23 million and $70 million for the three and nine months ended September 30, 2023, respectively, and $24 million and $72 million for the three and nine months ended September 30, 2022, respectively, and was included in Selling, general and administrative expenses.
Note 3 Fair Value Measurements
As of September 30, 2023 and December 31, 2022, UScellular did not have any material financial or nonfinancial assets or liabilities that were required to be recorded at fair value in its Consolidated Balance Sheet in accordance with GAAP.
The provisions of GAAP establish a fair value hierarchy that contains three levels for inputs used in fair value measurements. Level 1 inputs include quoted market prices for identical assets or liabilities in active markets. Level 2 inputs include quoted market prices for similar assets and liabilities in active markets or quoted market prices for identical assets and liabilities in inactive markets. Level 3 inputs are unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. A financial instrument’s level within the fair value hierarchy is not representative of its expected performance or its overall risk profile and, therefore, Level 3 assets are not necessarily higher risk than Level 2 assets or Level 1 assets.
UScellular has applied the provisions of fair value accounting for purposes of computing the fair value of financial instruments for disclosure purposes as displayed below.
Level within the Fair Value Hierarchy
September 30, 2023December 31, 2022
Book Value
Fair Value
Book Value
Fair Value
(Dollars in millions)
Long-term debt
Retail2$1,500 $1,018 $1,500 $899 
Institutional2536 430 536 395 
Other2923 923 1,208 1,208 
Long-term debt excludes lease obligations, the current portion of Long-term debt and debt financing costs. The fair value of “Retail” Long-term debt was estimated using market prices for UScellular Senior Notes, which are traded on the New York Stock Exchange. UScellular’s “Institutional” debt consists of the 6.7% Senior Notes which are traded over the counter. UScellular’s “Other” debt consists of term loan credit agreements, receivables securitization agreement and an export credit financing agreement. UScellular estimated the fair value of its Institutional and Other debt through a discounted cash flow analysis using the interest rates or estimated yield to maturity for each borrowing, which ranged from 6.76% to 7.92% and 5.38% to 8.28% at September 30, 2023 and December 31, 2022, respectively.
The fair values of Cash and cash equivalents, restricted cash and short-term debt approximate their book values due to the short-term nature of these financial instruments.
31
Note 4 Equipment Installment Plans
UScellular sells devices to customers under equipment installment plans over a specified time period. For certain equipment installment plans, after a specified period of time or amount of payments, the customer may have the right to upgrade to a new device and have the remaining unpaid equipment installment contract balance waived, subject to certain conditions, including trading in the original device in good working condition and signing a new equipment installment contract.
The following table summarizes equipment installment plan receivables.
September 30, 2023December 31, 2022
(Dollars in millions)
Equipment installment plan receivables, gross$1,127 $1,211 
Allowance for credit losses(85)(96)
Equipment installment plan receivables, net$1,042 $1,115 
Net balance presented in the Consolidated Balance Sheet as:
Accounts receivable — Customers and agents (Current portion)$581 $646 
Other assets and deferred charges (Non-current portion)461 469 
Equipment installment plan receivables, net$1,042 $1,115 
UScellular uses various inputs to evaluate the credit profiles of its customers, including internal data, information from credit bureaus and other sources. From this evaluation, a credit class is assigned to the customer that determines the number of eligible lines, the amount of credit available, and the down payment requirement, if any. These credit classes are grouped into four credit categories: lowest risk, lower risk, slight risk and higher risk. A customer's assigned credit class is reviewed periodically and a change is made, if appropriate. An equipment installment plan billed amount is considered past due if not paid within 30 days. The balance and aging of the equipment installment plan receivables on a gross basis by credit category were as follows:
September 30, 2023December 31, 2022
Lowest Risk
Lower Risk
Slight Risk
Higher Risk
Total
Lowest Risk
Lower Risk
Slight Risk
Higher Risk
Total
(Dollars in millions)
Unbilled$952 $88 $18 $6 $1,064 $1,016 $98 $22 $5 $1,141 
Billed — current36 4 1 1 42 41 5 2 — 48 
Billed — past due12 6 2 1 21 13 6 2 1 22 
Total$1,000 $98 $21 $8 $1,127 $1,070 $109 $26 $6 $1,211 
The balance of the equipment installment plan receivables as of September 30, 2023 on a gross basis by year of origination were as follows:
2020202120222023
Total
(Dollars in millions)
Lowest Risk$1 $97 $480 $422 $1,000 
Lower Risk— 6 41 51 98 
Slight Risk— 1 7 13 21 
Higher Risk— — 2 6 8 
Total$1 $104 $530 $492 $1,127 
The write-offs, net of recoveries for the nine months ended September 30, 2023 on a gross basis by year of origination were as follows:
202120222023
Total
(Dollars in millions)
Write-offs, net of recoveries$12 $38 $8 $58 
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Activity for the nine months ended September 30, 2023 and 2022, in the allowance for credit losses for equipment installment plan receivables was as follows:
September 30, 2023September 30, 2022
(Dollars in millions)
Allowance for credit losses, beginning of period$96 $72 
Bad debts expense47 69 
Write-offs, net of recoveries(58)(54)
Allowance for credit losses, end of period$85 $87 
Note 5 Income Taxes
The effective tax rate on Income before income taxes for the three and nine months ended September 30, 2023 was 53.1% and 56.4%, respectively. These effective tax rates were higher than normal due primarily to the nominally low amount of Income before income taxes in the current year, which increased the effective tax rate impact of recurring tax adjustments including nondeductible interest and compensation expenses, as well as discrete increases in state valuation allowances that reduce the net value of deferred tax assets.
The effective tax rate on Income (loss) before income taxes for the three and nine months ended September 30, 2022 was 23.3% and 42.5%, respectively. These effective tax rates reflect a combined rate of federal and state taxes, adjusted primarily for impacts of nondeductible compensation and interest expense. The effective tax rates also varied during interim periods due to fluctuations in Income (loss) before income taxes.
Note 6 Earnings Per Share
Basic earnings (loss) per share attributable to UScellular shareholders is computed by dividing Net income (loss) attributable to UScellular shareholders by the weighted average number of Common Shares outstanding during the period. Diluted earnings (loss) per share attributable to UScellular shareholders is computed by dividing Net income (loss) attributable to UScellular shareholders by the weighted average number of Common Shares outstanding during the period adjusted to include the effects of potentially dilutive securities. Potentially dilutive securities primarily include incremental shares issuable upon the exercise of outstanding stock options and the vesting of performance and restricted stock units, as calculated using the treasury stock method.
The amounts used in computing basic and diluted earnings (loss) per share attributable to UScellular shareholders were as follows:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
(Dollars and shares in millions, except per share amounts)
Net income (loss) attributable to UScellular shareholders$23 $(12)$40 $58 
Weighted average number of shares used in basic earnings (loss) per share85 85 85 86 
Effects of dilutive securities1 — 1 1 
Weighted average number of shares used in diluted earnings (loss) per share86 85 86 87 
Basic earnings (loss) per share attributable to UScellular shareholders$0.26 $(0.15)$0.47 $0.68 
Diluted earnings (loss) per share attributable to UScellular shareholders$0.26 $(0.15)$0.47 $0.67 
Certain Common Shares issuable upon the exercise of stock options or vesting of performance and restricted stock units were not included in weighted average diluted shares outstanding for the calculation of Diluted earnings (loss) per share attributable to UScellular shareholders because their effects were antidilutive. The number of such Common Shares excluded was less than 1 million for both the three and nine months ended September 30, 2023, and 1 million and less than 1 million for the three and nine months ended September 30, 2022, respectively.
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Note 7 Intangible Assets
In February 2021, the Federal Communications Commission (FCC) announced by way of public notice that UScellular was the provisional winning bidder for 254 wireless spectrum licenses in the 3.7-3.98 GHz bands (Auction 107) for $1,283 million. UScellular paid $30 million of this amount in 2020 and the remainder in March 2021. The wireless spectrum licenses from Auction 107 were granted by the FCC in July 2021. Additionally, UScellular expects to be obligated to pay approximately $179 million in total from 2021 through 2025 related to relocation costs and accelerated relocation incentive payments. Such additional costs were accrued and capitalized at the time the licenses were granted, and are adjusted as necessary as the estimated obligation changes. UScellular paid $17 million, $8 million and $36 million related to the additional costs for the nine months ended September 30, 2023, the year ended December 31, 2022 and the year ended December 31, 2021, respectively. At September 30, 2023, invoices totaling $105 million are included in Accounts payable in the Consolidated Balance Sheet and were paid in October 2023, and the remaining estimated payments of approximately $13 million are included in Other current liabilities. At December 31, 2022, the remaining estimated payments of approximately $133 million and $8 million were included in Other current liabilities and Other deferred liabilities and credits, respectively, in the Consolidated Balance Sheet. UScellular received full access to the spectrum in the third quarter of 2023.
Note 8 Investments in Unconsolidated Entities
Investments in unconsolidated entities consist of amounts invested in entities in which UScellular holds a noncontrolling interest. UScellular’s Investments in unconsolidated entities are accounted for using the equity method, measurement alternative method or net asset value practical expedient method as shown in the table below. The carrying value of measurement alternative method investments represents cost minus any impairments plus or minus any observable price changes.
September 30, 2023December 31, 2022
(Dollars in millions)
Equity method investments$464 $439 
Measurement alternative method investments4 4 
Investments recorded using the net asset value practical expedient9 9 
Total investments in unconsolidated entities$477 $452 
The following table, which is based on unaudited information provided in part by third parties, summarizes the combined results of operations of UScellular’s equity method investments.
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
(Dollars in millions)
Revenues$1,805 $1,829 $5,369 $5,410 
Operating expenses1,420 1,397 4,138 4,158 
Operating income385 432 1,231 1,252 
Other income (expense), net(13)(6)(19)(12)
Net income$372 $426 $1,212 $1,240 
Note 9 Debt
Receivables Securitization Agreement
UScellular, through its subsidiaries, has a receivables securitization agreement to permit securitized borrowings using its equipment installment plan receivables. In September 2023, UScellular amended the agreement to extend the maturity date to September 2025. Amounts under the agreement may be borrowed, repaid and reborrowed from time to time until maturity. Unless the agreement is amended to extend the maturity date, repayments based on receivable collections commence in October 2025. The outstanding borrowings bear interest at a rate of the lender's cost of funds (which has historically tracked closely to Secured Overnight Financing Rate (SOFR)) plus 1.15%. During the nine months ended September 30, 2023, UScellular borrowed $115 million and repaid $385 million under its receivables securitization agreement. As of September 30, 2023, the outstanding borrowings under the agreement were $5 million and the unused borrowing capacity was $445 million, subject to sufficient collateral to satisfy the asset borrowing base provisions of the agreement. As of September 30, 2023, the USCC Master Note Trust held $389 million of assets available to be pledged as collateral for the receivables securitization agreement.
Subsequent to September 30, 2023, UScellular borrowed $150 million under the receivables securitization agreement.
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Repurchase Agreement
UScellular, through a subsidiary (the repo subsidiary), has a repurchase agreement to borrow up to $200 million, subject to the availability of eligible equipment installment plan receivables and the agreement of the lender. In January 2023, UScellular amended the repurchase agreement to extend the expiration date to January 2024. The outstanding borrowings bear interest at a rate of the lender's cost of funds (which has historically tracked closely to SOFR) plus 1.35%. Outstanding borrowings are included in Other current liabilities in the Consolidated Balance Sheet. During the nine months ended September 30, 2023, the repo subsidiary repaid $60 million under the agreement. As of September 30, 2023, there were no outstanding borrowings under the agreement and the unused borrowing capacity was $200 million, which is restricted from being borrowed against due to covenants within the TDS and UScellular credit agreements that limit secured borrowings on an enterprise-wide basis. As of September 30, 2023, UScellular held $532 million of assets available for inclusion in the repurchase facility; these assets are distinct from the assets held by the USCC Master Note Trust for UScellular's receivables securitization agreement.
Debt Covenants
The revolving credit agreement, term loan agreements, export credit financing agreement and receivables securitization agreement require UScellular to comply with certain affirmative and negative covenants, which include certain financial covenants that may restrict the borrowing capacity available. In March 2023, the agreements were amended to require UScellular to maintain the Consolidated Leverage Ratio as of the end of any fiscal quarter at a level not to exceed the following: 4.25 to 1.00 from January 1, 2023 through March 31, 2024; 4.00 to 1.00 from April 1, 2024 through March 31, 2025; 3.75 to 1.00 from April 1, 2025 and thereafter. UScellular is also required to maintain the Consolidated Interest Coverage Ratio at a level not lower than 3.00 to 1.00 as of the end of any fiscal quarter. UScellular believes that it was in compliance as of September 30, 2023 with all such financial covenants.
Note 10 Variable Interest Entities
Consolidated VIEs
UScellular consolidates VIEs in which it has a controlling financial interest as defined by GAAP and is therefore deemed the primary beneficiary. UScellular reviews the criteria for a controlling financial interest at the time it enters into agreements and subsequently when events warranting reconsideration occur. These VIEs have risks similar to those described in the “Risk Factors” in this Form 10-Q and UScellular’s Form 10-K for the year ended December 31, 2022.
UScellular formed USCC EIP LLC (Seller/Sub-Servicer), USCC Receivables Funding LLC (Transferor) and the USCC Master Note Trust (Trust), collectively the special purpose entities (SPEs), to facilitate a securitized borrowing using its equipment installment plan receivables. Under a Receivables Sale Agreement, UScellular wholly-owned, majority-owned and unconsolidated entities, collectively referred to as “affiliated entities”, transfer device equipment installment plan contracts to the Seller/Sub-Servicer. The Seller/Sub-Servicer aggregates device equipment installment plan contracts, and performs servicing, collection and all other administrative activities related to accounting for the equipment installment plan contracts. The Seller/Sub-Servicer sells the eligible equipment installment plan receivables to the Transferor, a bankruptcy remote entity, which subsequently sells the receivables to the Trust. The Trust, which is bankruptcy remote and isolated from the creditors of UScellular, will be responsible for issuing asset-backed variable funding notes (Notes), which are collateralized by the equipment installment plan receivables owned by the Trust. Given that UScellular has the power to direct the activities of these SPEs, and that these SPEs lack sufficient equity to finance their activities, UScellular is deemed to have a controlling financial interest in the SPEs and, therefore, consolidates them. All transactions with third parties (e.g., issuance of the asset-backed variable funding notes) will be accounted for as a secured borrowing due to the pledging of equipment installment plan contracts as collateral, significant continuing involvement in the transferred assets, subordinated interests of the cash flows, and continued evidence of control of the receivables. 
The following VIEs were formed to participate in FCC auctions of wireless spectrum licenses and to fund, establish, and provide wireless service with respect to any FCC wireless spectrum licenses won in the auctions:
▪Advantage Spectrum, L.P. (Advantage Spectrum) and Sunshine Spectrum, Inc., the general partner of Advantage Spectrum; and
▪King Street Wireless, L.P. (King Street Wireless) and King Street Wireless, Inc., the general partner of King Street Wireless.
These particular VIEs are collectively referred to as designated entities. The power to direct the activities that most significantly impact the economic performance of these VIEs is shared. Specifically, the general partner of these VIEs has the exclusive right to manage, operate and control the limited partnerships and make all decisions to carry on the business of the partnerships. The general partner of each partnership needs the consent of the limited partner, an indirect UScellular subsidiary, to sell or lease certain wireless spectrum licenses, to make certain large expenditures, admit other partners or liquidate the limited partnerships. Although the power to direct the activities of these VIEs is shared, UScellular has the most significant level of exposure to the variability associated with the economic performance of the VIEs, indicating that UScellular is the primary beneficiary of the VIEs. Therefore, in accordance with GAAP, these VIEs are consolidated into the UScellular financial statements.
UScellular also consolidates other VIEs that are limited partnerships that provide wireless service. A limited partnership is a variable interest entity unless the limited partners hold substantive participating rights or kick-out rights over the general partner. For certain limited partnerships, UScellular is the general partner and manages the operations. In these partnerships, the limited partners do not have substantive kick-out or participating rights and, further, such limited partners do not have the authority to remove the general partner. Therefore, these limited partnerships also are recognized as VIEs and are consolidated into the UScellular financial statements under the variable interest model.
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The following table presents the classification and balances of the consolidated VIEs’ assets and liabilities in UScellular’s Consolidated Balance Sheet.
September 30, 2023December 31, 2022
(Dollars in millions)
Assets
Cash and cash equivalents$25 $29 
Accounts receivable635 701 
Inventory, net3 4 
Other current assets33 36 
Licenses641 640 
Property, plant and equipment, net142 135 
Operating lease right-of-use assets47 45 
Other assets and deferred charges472 481 
Total assets$1,998 $2,071 
Liabilities
Current liabilities$32 $95 
Long-term operating lease liabilities42 40 
Other deferred liabilities and credits30 31 
Total liabilities1
$104 $166 
1    Total liabilities does not include amounts borrowed under the receivables securitization agreement. See Note 9 – Debt for additional information.
Unconsolidated VIEs
UScellular manages the operations of and holds a variable interest in certain other limited partnerships, but is not the primary beneficiary of these entities and, therefore, does not consolidate them into the UScellular financial statements under the variable interest model.
UScellular’s total investment in these unconsolidated entities was $6 million and $4 million at September 30, 2023 and December 31, 2022, respectively, and is included in Investments in unconsolidated entities in UScellular’s Consolidated Balance Sheet. The maximum exposure from unconsolidated VIEs is limited to the investment held by UScellular in those entities. 
Other Related Matters
UScellular made contributions, loans or advances to its VIEs totaling $276 million and $291 million, during the nine months ended September 30, 2023 and 2022, respectively, of which $244 million in 2023 and $269 million in 2022, are related to USCC EIP LLC as discussed above. UScellular may agree to make additional capital contributions and/or advances to these or other VIEs and/or to their general partners to provide additional funding for their operations or the development of wireless spectrum licenses granted in various auctions. UScellular may finance such amounts with a combination of cash on hand, borrowings under its revolving credit or receivables securitization agreements and/or other long-term debt. There is no assurance that UScellular will be able to obtain additional financing on commercially reasonable terms or at all to provide such financial support.
The limited partnership agreement of Advantage Spectrum also provides the general partner with a put option whereby the general partner may require the limited partner, a subsidiary of UScellular, to purchase its interest in the limited partnership. In June 2022, the limited partnership agreement was amended and the general partner’s put option related to its interest in Advantage Spectrum had two exercise periods. The general partner's put option was not exercised during the first exercise period and will be exercisable again in the third quarter of 2024. The greater of the carrying value of the general partner's investment or the value of the put option, net of any borrowings due to UScellular, is recorded as Noncontrolling interests with redemption features in UScellular’s Consolidated Balance Sheet. Also in accordance with GAAP, minority share of income or changes in the redemption value of the put option, net of interest accrued on the loans, are recorded as a component of Net income (loss) attributable to noncontrolling interests, net of tax, in UScellular’s Consolidated Statement of Operations.
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United States Cellular Corporation
Additional Required Information
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
UScellular maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) that are designed to ensure that information required to be disclosed in its reports filed or submitted under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to UScellular’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
As required by SEC Rules 13a-15(b), UScellular carried out an evaluation, under the supervision and with the participation of management, including its principal executive officer and principal financial officer, of the effectiveness of the design and operation of UScellular’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on this evaluation, UScellular’s principal executive officer and principal financial officer concluded that UScellular’s disclosure controls and procedures were effective as of September 30, 2023, at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes in internal controls over financial reporting that have occurred during the three months ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, UScellular’s internal control over financial reporting.
Legal Proceedings
In April 2018, the United States Department of Justice (DOJ) notified UScellular and its parent, TDS, that it was conducting inquiries of UScellular and TDS under the federal False Claims Act relating to UScellular’s participation in wireless spectrum license auctions 58, 66, 73 and 97 conducted by the FCC. UScellular is or was a limited partner in several limited partnerships which qualified for the 25% bid credit in each auction. The investigation arose from civil actions under the Federal False Claims Act brought by private parties in the U.S. District Court for the Western District of Oklahoma. In November and December 2019, following the DOJ’s investigation, the DOJ informed UScellular and TDS that it would not intervene in the above-referenced actions. Subsequently, the private party plaintiffs decided to continue the actions on their own. In July 2020, these actions were transferred to the U.S. District Court for the District of Columbia. In March 2023, the District Court for the District of Columbia granted UScellular’s motions to dismiss the two actions. The private party plaintiffs are appealing the district court’s decisions to grant the motions to dismiss. The appeals are pending before the U.S. Court of Appeals for the D.C. Circuit. UScellular believes that its arrangements with the limited partnerships and the limited partnerships’ participation in the FCC auctions complied with applicable law and FCC rules. At this time, UScellular cannot predict the outcome of any proceeding.
On May 2, 2023, a putative stockholder class action was filed against TDS and UScellular and certain current and former officers and directors in the United States District Court for the Northern District of Illinois. An Amended Complaint was filed on September 1, 2023, which names TDS, UScellular, and certain current UScellular officers and directors as defendants, and alleges that certain public statements made between May 6, 2022 and November 3, 2022 (the "potential class period") regarding, among other things, UScellular’s business strategies to address subscriber demand, violated Section 10(b) and 20(a) of the Securities Exchange Act of 1934. The plaintiff seeks to represent a class of stockholders who purchased TDS equity securities during the potential class period and demands unspecified monetary damages. UScellular is unable at this time to determine whether the outcome of this action would have a material impact on its results of operations, financial condition, or cash flows. UScellular intends to contest plaintiffs’ claims vigorously on the merits.
Refer to the disclosure under Legal Proceedings in UScellular’s Form 10-K for the year ended December 31, 2022, for additional information. Other than as described above, there have been no material changes to such information since December 31, 2022.
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Unregistered Sales of Equity Securities and Use of Proceeds
In November 2009, UScellular announced by Form 8-K that the Board of Directors of UScellular authorized the repurchase of up to 1,300,000 additional Common Shares on an annual basis beginning in 2009 and continuing each year thereafter, on a cumulative basis. In December 2016, the UScellular Board amended this authorization to provide that, beginning on January 1, 2017, the increase in the authorized repurchase amount with respect to a particular year will be any amount from zero to 1,300,000 Common Shares, as determined by the Pricing Committee of the Board of Directors, and that if the Pricing Committee did not specify an additional amount for any year, such additional amount would be zero for such year. The Pricing Committee has not specified any increase in the authorization since that time. The Pricing Committee also was authorized to decrease the cumulative amount of the authorization at any time, but has not taken any action to do so at this time. The authorization provides that share repurchases will be made pursuant to open market purchases, block purchases, private purchases, or otherwise, depending on market prices and other conditions. This authorization does not have an expiration date. UScellular did not determine to terminate the foregoing Common Share repurchase program, as amended, or cease making further purchases thereunder, during the third quarter of 2023.
The maximum number of shares that may yet be purchased under this program was 1,926,941 as of September 30, 2023. There were no purchases made by or on behalf of UScellular, and no open market purchases made by any "affiliated purchaser" (as defined by the SEC) of UScellular, of UScellular Common Shares during the quarter covered by this Form 10-Q.
Other Information
During the three months ended September 30, 2023, none of UScellular’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) has adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5–1 trading arrangement (each as defined in Item 408 of Regulation S-K under the 1934 Act).
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Exhibits
Exhibit Number
Description of Documents
Exhibit 4.1
Exhibit 4.2
Exhibit 4.3
Exhibit 4.4
Exhibit 10.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Exhibit 101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Exhibit 101.SCH
Inline XBRL Taxonomy Extension Schema Document
Exhibit 101.PRE
Inline XBRL Taxonomy Presentation Linkbase Document
Exhibit 101.CAL
Inline XBRL Taxonomy Calculation Linkbase Document
Exhibit 101.LAB
Inline XBRL Taxonomy Label Linkbase Document
Exhibit 101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the inline document.
39
40
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
UNITED STATES CELLULAR CORPORATION
(Registrant)
Date:November 3, 2023/s/ Laurent C. Therivel
Laurent C. Therivel
President and Chief Executive Officer
(principal executive officer)
Date:November 3, 2023/s/ Douglas W. Chambers
Douglas W. Chambers
Executive Vice President, Chief Financial Officer and Treasurer
(principal financial officer)
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Exhibit 4.1
THIRD AMENDMENT TO FIRST AMENDED AND RESTATED
CREDIT AGREEMENT

THIS THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), is entered into as of September 15, 2023 among UNITED STATES CELLULAR CORPORATION, a Delaware corporation (the "Borrower"), the other Loan Parties, each lender party hereto (collectively, the "Lenders" and individually, a "Lender"), TORONTO DOMINION (TEXAS) LLC, as Administrative Agent, and THE TORONTO DOMINION BANK, NEW YORK BRANCH, as Swing Line Lender and L/C Issuer.
R E C I T A L S:
A.    The Borrower, the Lenders, the Swing Line Lender, the L/C Issuer and the Administrative Agent entered into that certain First Amended and Restated Credit Agreement dated as of July 20, 2021 (as amended by the First Amendment to First Amended and Restated Credit Agreement dated as of December 9, 2021, as amended by the Second Amendment to First Amended and Restated Credit Agreement dated as of March 2, 2023, and as the same may hereafter be amended, restated, supplemented, replaced, refinanced, extended or otherwise modified from time to time, including by the Amendment, the "Credit Agreement"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
B.    The Borrower, the other Loan Parties, the Administrative Agent and the Lenders now desire to amend the Credit Agreement to amend the negative covenant with respect to Dispositions.
NOW, THEREFORE, in consideration of the premises and the covenants, terms and conditions, and in reliance upon the representations and warranties, in each case contained herein, the parties hereto agree hereby as follows:
ARTICLE I
Section 1.01    AMENDMENTS.
(a)    Effective as of the date hereof, the phrase “Make any Disposition or enter into any agreement to make any Disposition, except:” in the first sentence of Section 7.05 of the Credit Agreement is replaced in its entirety with “Make any Disposition except:”.
ARTICLE II
Section 2.01    REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower and each other Loan Party, as applicable, represents and warrants that, as of the date hereof:
(a)    the representations and warranties of the Borrower and the other Loan Parties, as applicable, contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement;
(b)    no event has occurred and is continuing which constitutes a Default;
(c)    (i) each Loan Party has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Amendment, (ii) this Amendment has been duly executed and delivered by each Loan Party, and (iii) this Amendment and the Credit Agreement, as amended hereby, constitute a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought;
(d)    the execution, delivery and performance by each applicable Loan Party of this Amendment and the Credit Agreement, as amended hereby, and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene any material term of any of such Person's Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any Contractual Obligation, including, but not limited to, any bonds, debentures, notes, loan agreements or other similar instruments, to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have a Material Adverse Effect; and
(e)    no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, any applicable Loan Party of this Amendment other than those already obtained or performed.


ARTICLE III
Section 3.01    CONDITIONS PRECEDENT TO EFFECTIVENESS. The parties hereto agree that this Amendment shall not be effective until the satisfaction of each of the following conditions precedent:
(a)    the Administrative Agent shall have received a copy of this Amendment duly completed, executed and delivered by the Required Lenders, the Borrower and the other Loan Parties;
(b)    the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Parent Credit Agreement, which shall be in form and substance reasonably acceptable to the Administrative Agent;
(c)    the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Senior Term Loan Credit Agreement, which shall be in form and substance reasonably acceptable to the Administrative Agent;
(d)    the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the CoBank Parent Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent;
(e)    the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the CoBank Borrower Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent;
(f)    the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of December 17, 2021 (and as amended, restated, supplemented or otherwise modified from time to time), among the United States Cellular Corporation, the lenders party thereto, Citibank, N.A., as administrative agent, and Export Development Canada, as a mandated lead arranger and a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent;
(g)    the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of November 9, 2022 (and as amended, restated, supplemented or otherwise modified from time to time), among Telephone and Data Systems, Inc., the lenders party thereto and Export Development Canada, as a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent; and
(h)    each of the representations and warranties made in this Amendment shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the Amendment Effective Date (as defined below), both before and after giving effect to the amendments contemplated by this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement.
ARTICLE IV
Section 4.01    MISCELLANEOUS.
(a)    RATIFICATION OF LOAN DOCUMENTS. Except for the specific amendments, releases, consents and waivers expressly set forth in this Amendment, the terms, provisions, conditions and covenants of the Credit Agreement and the other Loan Documents remain in full force and effect and are hereby ratified and confirmed, and the execution, delivery and performance of this Amendment shall not in any manner operate as a waiver of, consent to or amendment of any other term, provision, condition or covenant of the Credit Agreement or any other Loan Document.
(b)    AMENDMENT EFFECTIVE DATE. This Amendment shall become effective when the Administrative Agent has received counterparts of this Amendment executed by the Required Lenders, the Borrower, the other Loan Parties and the Administrative Agent and each of the conditions precedent set forth in Section 3.01 of this Amendment has been satisfied (the "Amendment Effective Date"), whether or not this Amendment has been executed and delivered by each and every Lender named on a signature page attached hereto.
(c)    REFERENCES TO THE CREDIT AGREEMENT. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder" or in any other Loan Document to the "Credit Agreement" or "thereunder", or words of like import shall mean and be a reference to the Credit Agreement, as affected and amended hereby.


(d)    EXECUTION IN COUNTERPARTS. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. The words "execute," "execution," "signed," "signature," "delivery" and words of like import in or related to this Amendment, any other Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Amendment or any other Loan Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the Loan Parties, electronic images of this Amendment or any other Loan Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.
(e)    GOVERNING LAW; BINDING EFFECT. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. This Amendment shall be binding upon the parties hereto and their respective successors and assigns.
(f)    HEADINGS. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
(g)    TIME OF THE ESSENCE. Time is of the essence of this Amendment and the Loan Documents.
(h)    LOAN DOCUMENT. This Amendment is a Loan Document and subject to the terms of the Credit Agreement.
(i)    ENTIRE AGREEMENT. THIS AMENDMENT, TOGETHER WITH THE CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers effective as of the Amendment Effective Date.
UNITED STATES CELLULAR CORPORATION
By:/s/ Douglas W. Chambers
Douglas W. Chambers
Executive Vice President, Chief Financial Officer and Treasurer
By:/s/ LeRoy T. Carlson, Jr.
LeRoy T. Carlson, Jr.
Chairman
USCC FINANCIAL L.L.C.
USCC SERVICES, LLC
USCC PURCHASE, LLC
HARDY CELLULAR TELEPHONE COMPANY
MCDANIEL CELLULAR TELEPHONE COMPANY
USCC WIRELESS INVESTMENT, INC.
USCOC OF OREGON RSA #5, INC.
UNITED STATES CELLULAR INVESTMENT COMPANY, LLC
By:/s/ Douglas W. Chambers
Douglas W. Chambers
Vice President and Treasurer
CELLVEST, INC.
By:/s/ Douglas W. Chambers
Douglas W. Chambers
President
TORONTO DOMINION (TEXAS) LLC,
as Administrative Agent
By:/s/ Ronald Davis
Name:Ronald Davis
Title:Authorized Signatory
THE TORONTO-DOMINION BANK, NEW YORK BRANCH,
as a Lender, L/C Issuer and Swing Line Lender
By:/s/ Pradeep Mehra
Name:Pradeep Mehra
Title:Authorized Signatory



WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender
By:/s/ Daniel Kurtz
Name:Daniel Kurtz
Title:Director

CITIBANK, N.A.,
as a Lender
By:/s/ Elizabeth Minnella
Name:Elizabeth Minnella
Title:Vice President and Managing Director

COBANK, ACB,
as a Lender
By:/s/ Andy Smith
Name:Andy Smith
Title:Managing Director

U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By:/s/ Daniel E. Von Herzen, CFA
Name:Daniel E. Von Herzen, CFA
Title:Authorized Officer

ROYAL BANK OF CANADA,
as a Lender
By:/s/ D.W. Scott Johnson
Name:D.W. Scott Johnson
Title:Authorized Signatory

TRUIST BANK,
as a Lender
By:/s/ Jim C. Wright
Name:Jim C. Wright
Title:Vice President

MUFG BANK, LTD.,
as a Lender
By:/s/ Colin Donnarumma
Name:Colin Donnarumma
Title:Vice President



THE BANK OF NEW YORK MELLON,
as a Lender
By:/s/ Yipeng Zhang
Name:Yipeng Zhang
Title:Vice President

THE NORTHERN TRUST COMPANY,
as a Lender
By:/s/ Lisa DeCristofaro
Name:Lisa DeCristofaro
Title:SVP

CIBC BANK USA,
as a Lender
By:/s/ Ryan Mannell
Name:Ryan Mannell
Title:Commercial Banking Officer




Exhibit 4.2
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED
CREDIT AGREEMENT

THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is entered into as of September 15, 2023 among UNITED STATES CELLULAR CORPORATION, a Delaware corporation (the “Borrower”), each Guarantor party hereto, each lender party hereto (collectively, the “Lenders” and, individually, a “Lender”) and COBANK, ACB, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
R E C I T A L S:
A.    The Borrower, the Lenders and the Administrative Agent entered into that certain Third Amended and Restated Credit Agreement dated as of July 30, 2021 (as amended by the First Amendment to Third Amended and Restated Credit Agreement dated as of December 9, 2021 and as amended by the Second Amendment to Third Amended and Restated Credit Agreement dated as of March 2, 2023, the “Existing Credit Agreement”; the Existing Credit Agreement, as amended by this Amendment and as otherwise amended, restated, supplemented, replaced, refinanced, extended or modified from time to time, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
B.    The Borrower, the other Loan Parties, the Administrative Agent and the Lenders (including the Voting Participants) party hereto (it being understood that such Lenders and Voting Participants constitute the Required Lenders) now desire to amend the negative covenant with respect to Dispositions.
NOW, THEREFORE, in consideration of the premises and the covenants, terms and conditions, and in reliance upon the representations and warranties, in each case contained herein, the parties hereto agree hereby as follows:
ARTICLE I
Section 1.01    AMENDMENTS.
(a)    Effective as of the date hereof, the phrase “Make any Disposition or enter into any agreement to make any Disposition, except:” in the first sentence of Section 7.05 of the Credit Agreement is replaced in its entirety with “Make any Disposition except:”.
ARTICLE II
Section 2.01    REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower and each other Loan Party, as applicable, represents and warrants that, as of the date hereof:
(a)    the representations and warranties of the Borrower and the other Loan Parties, as applicable, contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement;
(b)    no event has occurred and is continuing which constitutes a Default;
(c)    (i) each Loan Party has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Amendment, (ii) this Amendment has been duly executed and delivered by each Loan Party, and (iii) this Amendment and the Credit Agreement, as amended hereby, constitute a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought;
(d)    the execution, delivery and performance by each applicable Loan Party of this Amendment and the Credit Agreement, as amended hereby, and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene any material term of any of such Person’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any Contractual Obligation, including, but not limited to, any bonds, debentures, notes, loan agreements or other similar instruments, to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have a Material Adverse Effect; and
(e)    no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, any applicable Loan Party of this Amendment other than those already obtained or performed.


ARTICLE III
Section 3.01    CONDITIONS PRECEDENT TO EFFECTIVENESS. The parties hereto agree that this Amendment shall not be effective until the satisfaction of each of the following conditions precedent:
(a)    the Administrative Agent shall have received a copy of this Amendment duly completed, executed and delivered by the Required Lenders, the Borrower and the other Loan Parties;
(b)    the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Parent Credit Agreement, which shall be in form and substance reasonably acceptable to the Administrative Agent;
(c)    the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Revolving Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent;
(d)    the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Senior Term Loan Credit Agreement, which shall be in form and substance reasonably acceptable to the Administrative Agent;
(e)    the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Parent Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent;
(f)    the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of December 17, 2021 (and as amended, restated, supplemented or otherwise modified from time to time), among the Borrower, the lenders party thereto, Citibank, N.A., as administrative agent, and Export Development Canada, as a mandated lead arranger and a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent;
(g)    the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of November 9, 2022 (and as amended, restated, supplemented or otherwise modified from time to time), among Telephone and Data Systems, Inc., as borrower, the lenders party thereto and Export Development Canada, as a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent; and
(h)    each of the representations and warranties made in this Amendment shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Amendment Effective Date (as defined below), both before and after giving effect to the amendments contemplated by this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement.
ARTICLE IV
Section 4.01    MISCELLANEOUS.
(a)    RATIFICATION OF LOAN DOCUMENTS. Except for the specific amendments, releases, consents and waivers expressly set forth in this Amendment, the terms, provisions, conditions and covenants of the Credit Agreement and the other Loan Documents remain in full force and effect and are hereby ratified, reaffirmed and confirmed, and the execution, delivery and performance of this Amendment shall not in any manner operate as a waiver of, consent to or amendment of any other term, provision, condition or covenant of the Credit Agreement or any other Loan Document.
(b)    AMENDMENT EFFECTIVE DATE. This Amendment shall become effective when the Administrative Agent has received counterparts of this Amendment executed by the Borrower, the other Loan Parties, the Required Lenders and the Administrative Agent and each of the conditions precedent set forth in Section 3.01 of this Amendment has been satisfied (the “Amendment Effective Date”), whether or not this Amendment has been executed and delivered by each and every Lender named on a signature page attached hereto.
(c)    REFERENCES TO THE CREDIT AGREEMENT. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder” or in any other Loan Document to the “Credit Agreement” or “thereunder”, or words of like import shall mean and be a reference to the Credit Agreement, as affected and amended hereby.


(d)    EXECUTION IN COUNTERPARTS. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Amendment, any other Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Amendment or any other Loan Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the Loan Parties, electronic images of this Amendment or any other Loan Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.
(e)    GOVERNING LAW; BINDING EFFECT. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. This Amendment shall be binding upon the parties hereto and their respective successors and assigns.
(f)    HEADINGS. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
(g)    TIME OF THE ESSENCE. Time is of the essence of this Amendment and the Loan Documents.
(h)    LOAN DOCUMENT. This Amendment is a Loan Document and subject to the terms of the Credit Agreement.
(i)    ENTIRE AGREEMENT. THIS AMENDMENT, TOGETHER WITH THE CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers effective as of the Amendment Effective Date.
UNITED STATES CELLULAR CORPORATION
By:/s/ Douglas W. Chambers
Douglas W. Chambers
Executive Vice President, Chief Financial Officer and Treasurer
By:/s/ LeRoy T. Carlson, Jr.
LeRoy T. Carlson, Jr.
Chairman
USCC FINANCIAL L.L.C.
USCC SERVICES, LLC
USCC PURCHASE, LLC
HARDY CELLULAR TELEPHONE COMPANY
MCDANIEL CELLULAR TELEPHONE COMPANY
USCC WIRELESS INVESTMENT, INC.
USCOC OF OREGON RSA #5, INC.
UNITED STATES CELLULAR INVESTMENT COMPANY, LLC
By:/s/ Douglas W. Chambers
Douglas W. Chambers
Vice President and Treasurer
CELLVEST, INC.
By:/s/ Douglas W. Chambers
Douglas W. Chambers
President
COBANK, ACB,
as Administrative Agent and a Lender
By:/s/ Andy Smith
Andy Smith
Managing Director
AGCOUNTRY FARM CREDIT SERVICES, FLCA,
as a Voting Participant pursuant to Section 10.06 of the Credit Agreement
By:/s/ Gustave Radcliffe
Name:Gustave Radcliffe
Title:Vice President, Capital Markets


AGFIRST FARM CREDIT BANK,
as a Voting Participant pursuant to Section 10.06 of the Credit Agreement
By:/s/ Christopher Reynolds
Name:Christopher Reynolds
Title:Senior Vice President
AGWEST FARM CREDIT, FLCA, successor in interest by merger to NORTHWEST FARM CREDIT SERVICES, FLCA, and FARM CREDIT WEST, FLCA
as a Voting Participant pursuant to Section 10.06 of the Credit Agreement
By:/s/ Austin Taylor
Name:Austin Taylor
Title:Vice President
AMERICAN AGCREDIT, FLCA,
as a Voting Participant pursuant to Section 10.06 of the Credit Agreement
By:/s/ Daniel K. Hansen
Name:Daniel K. Hansen
Title:Vice President
CAPITAL FARM CREDIT, FLCA,
as a Voting Participant pursuant to Section 10.06 of the Credit Agreement
By:/s/ Agustin Arzeno
Name:Agustin Arzeno
Title:Director Capital Markets
COMPEER FINANCIAL, FLCA,
as a Voting Participant pursuant to Section 10.06 of the Credit Agreement
By:/s/ Jeremy Voigts
Name:Jeremy Voigts
Title:Director, Capital Markets
FARM CREDIT BANK OF TEXAS,
as a Voting Participant pursuant to Section 10.06 of the Credit Agreement
By:/s/ John McCarty
Name:John McCarty
Title:Director, Capital Markets


FARM CREDIT EAST, ACA,
as a Voting Participant pursuant to Section 10.06 of the Credit Agreement
By:/s/ Benjamin Thompson
Name:Benjamin Thompson
Title:Vice President
FARM CREDIT MID-AMERICA, FLCA, f/k/a Farm Credit Services of Mid-America, FLCA,
as a Voting Participant pursuant to Section 10.06 of the Credit Agreement
By:/s/ Matthew Giffen
Name:Matthew Giffen
Title:VP Food and Agribusiness Participations
FARM CREDIT OF NEW MEXICO, FLCA,
a wholly owned subsidiary of FARM CREDIT OF NEW MEXICO, ACA,
as a Voting Participant pursuant to Section 10.06 of the Credit Agreement
By:/s/ Clarissa Shiver
Name:Clarissa Shiver
Title:VP Credit - Participations
FARM CREDIT SERVICES OF AMERICA, FLCA,
as a Voting Participant pursuant to Section 10.06 of the Credit Agreement
By:/s/ Nicholas King
Name:Nicholas King
Title:Vice President
FEDERAL AGRICULTURAL MORTGAGE CORPORATION,
as a Voting Participant pursuant to Section 10.06 of the Credit Agreement
By:/s/ Matthew Addison
Name:Matthew Addison
Title:Senior Client Manager - Corporate AgFinance
GREENSTONE FARM CREDIT SERVICES, FLCA,
as a Voting Participant pursuant to Section 10.06 of the Credit Agreement
By:/s/ Andrew Shockley
Name:Andrew Shockley
Title:VP Capital Markets


HIGH PLAINS FARM CREDIT, FLCA,
as a Voting Participant pursuant to Section 10.06 of the Credit Agreement
By:/s/ Ryan D. Reh
Name:Ryan D. Reh
Title:Capital Markets Director


Exhibit 4.3
SECOND AMENDMENT TO SENIOR TERM LOAN
CREDIT AGREEMENT

THIS SECOND AMENDMENT TO SENIOR TERM LOAN CREDIT AGREEMENT (this "Amendment"), is entered into as of September 15, 2023 among UNITED STATES CELLULAR CORPORATION, a Delaware corporation (the "Borrower"), the other Loan Parties, each lender party hereto (collectively, the "Lenders" and individually, a "Lender"), and TORONTO DOMINION (TEXAS) LLC, as Administrative Agent.
R E C I T A L S:
A.    The Borrower, the Lenders, and the Administrative Agent entered into that certain Senior Term Loan Credit Agreement dated as of December 9, 2021 (as the same may hereafter be amended, restated, supplemented, replaced, refinanced, extended or otherwise modified from time to time, the "Credit Agreement"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
B.    The Borrower, the other Loan Parties, the Administrative Agent and the Lenders now desire to amend the Credit Agreement to amend the negative covenant with respect to Dispositions.
NOW, THEREFORE, in consideration of the premises and the covenants, terms and conditions, and in reliance upon the representations and warranties, in each case contained herein, the parties hereto agree hereby as follows:
ARTICLE I
Section 1.01    AMENDMENTS.
(a)    Effective as of the date hereof, the phrase “Make any Disposition or enter into any agreement to make any Disposition, except:” in the first sentence of Section 7.05 of the Credit Agreement is replaced in its entirety with “Make any Disposition except:”.
ARTICLE II
Section 2.01    REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower and each other Loan Party, as applicable, represents and warrants that, as of the date hereof:
(a)    the representations and warranties of the Borrower and the other Loan Parties, as applicable, contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement;
(b)    no event has occurred and is continuing which constitutes a Default;
(c)    (i) each Loan Party has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Amendment, (ii) this Amendment has been duly executed and delivered by each Loan Party, and (iii) this Amendment and the Credit Agreement, as amended hereby, constitute a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought;
(d)    the execution, delivery and performance by each applicable Loan Party of this Amendment and the Credit Agreement, as amended hereby, and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene any material term of any of such Person’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any Contractual Obligation, including, but not limited to, any bonds, debentures, notes, loan agreements or other similar instruments, to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have a Material Adverse Effect; and
(e)    no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, any applicable Loan Party of this Amendment other than those already obtained or performed.


ARTICLE III
Section 3.01    CONDITIONS PRECEDENT TO EFFECTIVENESS. The parties hereto agree that this Amendment shall not be effective until the satisfaction of each of the following conditions precedent:
(a)    the Administrative Agent shall have received a copy of this Amendment duly completed, executed and delivered by the Required Lenders, the Borrower and the other Loan Parties;
(b)    the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Parent Revolving Credit Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent;
(c)    the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Existing Revolving Credit Agreement, which shall be in form and substance reasonably acceptable to the Administrative Agent;
(d)    the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the CoBank Parent Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent;
(e)    the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the CoBank Borrower Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent;
(f)    the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of December 17, 2021 (and as amended, restated, supplemented or otherwise modified from time to time), among United States Cellular Corporation, the lenders party thereto, Citibank, N.A., as administrative agent, and Export Development Canada, as a mandated lead arranger and a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent;
(g)    the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of November 9, 2022 (and as amended, restated, supplemented or otherwise modified from time to time), among Telephone and Data Systems, Inc., the lenders party thereto and Export Development Canada, as a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent; and
(h)    each of the representations and warranties made in this Amendment shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the Amendment Effective Date (as defined below), both before and after giving effect to the amendments contemplated by this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement.
ARTICLE IV
Section 4.01    MISCELLANEOUS.
(a)    RATIFICATION OF LOAN DOCUMENTS. Except for the specific amendments, releases, consents and waivers expressly set forth in this Amendment, the terms, provisions, conditions and covenants of the Credit Agreement and the other Loan Documents remain in full force and effect and are hereby ratified and confirmed, and the execution, delivery and performance of this Amendment shall not in any manner operate as a waiver of, consent to or amendment of any other term, provision, condition or covenant of the Credit Agreement or any other Loan Document.
(b)    AMENDMENT EFFECTIVE DATE. This Amendment shall become effective when the Administrative Agent has received counterparts of this Amendment executed by the Required Lenders, the Borrower, the other Loan Parties and the Administrative Agent and each of the conditions precedent set forth in Section 3.01 of this Amendment has been satisfied (the "Amendment Effective Date"), whether or not this Amendment has been executed and delivered by each and every Lender named on a signature page attached hereto.
(c)    REFERENCES TO THE CREDIT AGREEMENT. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder" or in any other Loan Document to the "Credit Agreement" or "thereunder", or words of like import shall mean and be a reference to the Credit Agreement, as affected and amended hereby.


(d)    EXECUTION IN COUNTERPARTS. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. The words "execute," "execution," "signed," "signature," "delivery" and words of like import in or related to this Amendment, any other Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Amendment or any other Loan Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the Loan Parties, electronic images of this Amendment or any other Loan Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.
(e)    GOVERNING LAW; BINDING EFFECT. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. This Amendment shall be binding upon the parties hereto and their respective successors and assigns.
(f)    HEADINGS. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
(g)    TIME OF THE ESSENCE. Time is of the essence of this Amendment and the Loan Documents.
(h)    LOAN DOCUMENT. This Amendment is a Loan Document and subject to the terms of the Credit Agreement.
(i)    ENTIRE AGREEMENT. THIS AMENDMENT, TOGETHER WITH THE CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers effective as of the Amendment Effective Date.
UNITED STATES CELLULAR CORPORATION
By:/s/ Douglas W. Chambers
Douglas W. Chambers
Executive Vice President, Chief Financial Officer and Treasurer
By:/s/ LeRoy T. Carlson, Jr.
LeRoy T. Carlson, Jr.
Chairman
USCC FINANCIAL L.L.C.
USCC SERVICES, LLC
USCC PURCHASE, LLC
HARDY CELLULAR TELEPHONE COMPANY
MCDANIEL CELLULAR TELEPHONE COMPANY
USCC WIRELESS INVESTMENT, INC.
USCOC OF OREGON RSA #5, INC.
UNITED STATES CELLULAR INVESTMENT COMPANY, LLC
By:/s/ Douglas W. Chambers
Douglas W. Chambers
Vice President and Treasurer
CELLVEST, INC.
By:/s/ Douglas W. Chambers
Douglas W. Chambers
President
TORONTO DOMINION (TEXAS) LLC,
as Administrative Agent
By:/s/ Ronald Davis
Name:Ronald Davis
Title:Authorized Signatory
THE TORONTO-DOMINION BANK, NEW YORK BRANCH,
as a Lender
By:/s/ Pradeep Mehra
Name:Pradeep Mehra
Title:Authorized Signatory



WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender
By:/s/ Daniel Kurtz
Name:Daniel Kurtz
Title:Director

U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By:/s/ Daniel E. Von Herzen, CFA
Name:Daniel E. Von Herzen, CFA
Title:Authorized Officer

ROYAL BANK OF CANADA,
as a Lender
By:/s/ D.W. Scott Johnson
Name:D.W. Scott Johnson
Title:Authorized Signatory

TRUIST BANK,
as a Lender
By:/s/ Jim C. Wright
Name:Jim C. Wright
Title:Vice President

MUFG BANK, LTD.,
as a Lender
By:/s/ Colin Donnarumma
Name:Colin Donnarumma
Title:Vice President

CIBC BANK USA,
as a Lender
By:/s/ Ryan Mannell
Name:Ryan Mannell
Title:Commercial Banking Officer


THE BANK OF NEW YORK MELLON,
as a Lender
By:/s/ Yipeng Zhang
Name:Yipeng Zhang
Title:Vice President



THE NORTHERN TRUST COMPANY,
as a Lender
By:/s/ Lisa DeCristofaro
Name:Lisa DeCristofaro
Title:SVP



Exhibit 4.4
SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), is entered into as of September 15, 2023 among UNITED STATES CELLULAR CORPORATION, a Delaware corporation (the "Borrower"), the other Loan Parties, each lender party hereto (collectively, the "Lenders" and individually, a "Lender"), and CITIBANK, N.A., as administrative agent (the “Administrative Agent”).
R E C I T A L S:
A.    The Borrower, the Lenders, and the Administrative Agent entered into that certain Credit Agreement dated as of December 17, 2021 (as the same may hereafter be amended, restated, supplemented, replaced, refinanced, extended or otherwise modified from time to time, the "Credit Agreement"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
B.    The Borrower, the other Loan Parties, the Administrative Agent and the Lenders now desire to amend the Credit Agreement to amend the negative covenant with respect to Dispositions.
NOW, THEREFORE, in consideration of the premises and the covenants, terms and conditions, and in reliance upon the representations and warranties, in each case contained herein, the parties hereto agree hereby as follows:
ARTICLE I
Section 1.01    AMENDMENTS.
(a)    Effective as of the date hereof, the phrase “Make any Disposition or enter into any agreement to make any Disposition, except:” in the first sentence of Section 7.05 of the Credit Agreement is replaced in its entirety with “Make any Disposition except:”.
ARTICLE II
Section 2.01    REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower and each other Loan Party, as applicable, represents and warrants that, as of the date hereof:
(a)    the representations and warranties of the Borrower and the other Loan Parties, as applicable, contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement;
(b)    no event has occurred and is continuing which constitutes a Default;
(c)    (i) each Loan Party has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Amendment, (ii) this Amendment has been duly executed and delivered by each Loan Party, and (iii) this Amendment and the Credit Agreement, as amended hereby, each constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought;
(d)    the execution, delivery and performance by each applicable Loan Party of this Amendment and the Credit Agreement, as amended hereby, and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene any material term of any of such Person's Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any Contractual Obligation, including, but not limited to, any bonds, debentures, notes, loan agreements or other similar instruments, to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have a Material Adverse Effect; and
(e)    no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, any applicable Loan Party of this Amendment other than those already obtained or performed.


ARTICLE III
Section 3.01    CONDITIONS PRECEDENT TO EFFECTIVENESS. The parties hereto agree that this Amendment shall not be effective until the satisfaction of each of the following conditions precedent:
(a)    the Administrative Agent shall have received a copy of this Amendment duly completed, executed and delivered by the Required Lenders, the Borrower and the other Loan Parties;
(b)    the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the Borrower SOFR Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent;
(c)    the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Parent Credit Agreement, which shall be in form and substance reasonably acceptable to the Administrative Agent;
(d)    the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the Revolving Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent;
(e)    the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the Parent Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent;
(f)    the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the Borrower Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent;
(g)    the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of November 9, 2022 (and as amended, restated, supplemented or otherwise modified from time to time), among the Telephone and Data Systems, Inc. and Export Development Canada, as lender, which shall be in form and substance reasonably acceptable to the Administrative Agent; and
(h)    each of the representations and warranties made in this Amendment shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the Amendment Effective Date (as defined below), both before and after giving effect to the amendments contemplated by this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement.
ARTICLE IV
Section 4.01    MISCELLANEOUS.
(a)    RATIFICATION OF LOAN DOCUMENTS. Except for the specific amendments, releases, consents and waivers expressly set forth in this Amendment, the terms, provisions, conditions and covenants of the Credit Agreement and the other Loan Documents remain in full force and effect and are hereby ratified and confirmed, and the execution, delivery and performance of this Amendment shall not in any manner operate as a waiver of, consent to or amendment of any other term, provision, condition or covenant of the Credit Agreement or any other Loan Document.
(b)    AMENDMENT EFFECTIVE DATE. This Amendment shall become effective when the Administrative Agent has received counterparts of this Amendment executed by the Required Lenders, the Borrower, the other Loan Parties and the Administrative Agent and each of the conditions precedent set forth in Section 3.01 of this Amendment has been satisfied (the "Amendment Effective Date"), whether or not this Amendment has been executed and delivered by each and every Lender named on a signature page attached hereto.
(c)    REFERENCES TO THE CREDIT AGREEMENT. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder" or in any other Loan Document to the "Credit Agreement" or "thereunder", or words of like import shall mean and be a reference to the Credit Agreement, as affected and amended hereby.


(d)    EXECUTION IN COUNTERPARTS. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. The words "execute," "execution," "signed," "signature," "delivery" and words of like import in or related to this Amendment, any other Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Amendment or any other Loan Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.  Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature.  For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention.  Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof.  Without limiting the generality of the foregoing, each party hereto hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the Loan Parties, electronic images of this Amendment (including with respect to any signature pages thereto)  shall have the same legal effect, validity and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.
(e)    GOVERNING LAW; BINDING EFFECT. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. This Amendment shall be binding upon the parties hereto and their respective successors and assigns.
(f)    HEADINGS. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
(g)    TIME OF THE ESSENCE. Time is of the essence of this Amendment and the Loan Documents.
(h)    LOAN DOCUMENT. This Amendment is a Loan Document and subject to the terms of the Credit Agreement.
(i)    ENTIRE AGREEMENT. THIS AMENDMENT, TOGETHER WITH THE CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers effective as of the Amendment Effective Date.
UNITED STATES CELLULAR CORPORATION
By:/s/ Douglas W. Chambers
Douglas W. Chambers
Executive Vice President, Chief Financial Officer and Treasurer
By:/s/ LeRoy T. Carlson, Jr.
LeRoy T. Carlson, Jr.
Chairman
USCC FINANCIAL L.L.C.
USCC SERVICES, LLC
USCC PURCHASE, LLC
HARDY CELLULAR TELEPHONE COMPANY
MCDANIEL CELLULAR TELEPHONE COMPANY
USCC WIRELESS INVESTMENT, INC.
USCOC OF OREGON RSA #5, INC.
UNITED STATES CELLULAR INVESTMENT COMPANY, LLC
By:/s/ Douglas W. Chambers
Douglas W. Chambers
Vice President and Treasurer
CELLVEST, INC.
By:/s/ Douglas W. Chambers
Douglas W. Chambers
President
CITIBANK, N.A.,
as Administrative Agent and as a Lender
By:/s/ Elizabeth Minnella
Name:Elizabeth Minnella
Title:Vice President and Managing Director
EXPORT DEVELOPMENT CANADA, as a Lender
By:/s/ Michael Lambe
Name:Michael Lambe
Title:Senior Financing Manager
By:/s/ Trevor Mulligan
Name:Trevor Mulligan
Title:Senior Financing Manager


Exhibit 10.1

OMNIBUS AMENDMENT NO. 4 TO
AMENDED AND RESTATED SERIES 2017-VFN INDENTURE SUPPLEMENT, AMENDED AND RESTATED NOTE PURCHASE AGREEMENT AND TRANSFER AND SERVICING AGREEMENT
AND
SUPPLEMENTAL INDENTURE NO. 6 TO MASTER INDENTURE
OMNIBUS AMENDMENT NO. 4 TO AMENDED AND RESTATED SERIES 2017-VFN INDENTURE SUPPLEMENT, AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, OMNIBUS AMENDMENT AND TRANSFER AND SERVICING AGREEMENT AND SUPPLEMENTAL INDENTURE NO. 6 TO MASTER INDENTURE (this “Amendment and Supplemental Indenture”), dated as of September 27, 2023, is by and among USCC MASTER NOTE TRUST, a Delaware statutory trust (together with its permitted successors and assigns, the “Issuer”), USCC SERVICES, LLC, a Delaware limited liability company, as servicer (in such capacity, the “Servicer”), USCC RECEIVABLES FUNDING LLC, a Delaware limited liability company (the “Transferor”), UNITED STATES CELLULAR CORPORATION, a Delaware corporation, as performance guarantor (the “Performance Guarantor”), ROYAL BANK OF CANADA, as the Administrative Agent (the “Administrative Agent”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as successor to U.S. Bank National Association, as indenture trustee (herein, together with its successors in the trusts under the Indenture, called the “Indenture Trustee”), U.S. Bank National Association, a national banking association, as account bank (herein, together with its successors and assigns, the “Account Bank”) and as securities intermediary (herein, together with its successors and assigns, the ”Securities Intermediary”), and the Owners and Managing Agents parties hereto. Capitalized terms used herein and not otherwise defined herein shall have the meaning given to such terms in the Indenture or the Note Purchase Agreement (each as defined below).
WHEREAS, the Issuer, the Servicer and the Indenture Trustee, have entered into that certain Master Indenture, dated as of December 20, 2017, as agreed to and accepted (with respect to Section 6.7(c) thereof) by USCC (the “Master Indenture”), as amended by Supplemental Indenture No. 1, dated as of November 30, 2018 (“Supplement No. 1”), and as amended by Omnibus Amendment No. 1 to Master Indenture, Series 2017-VFN Indenture Supplement and Transfer and Servicing Agreement, dated as of September 30, 2019 (“Omnibus Amendment No. 1”), and as further amended by Supplemental Indenture No. 2, dated as of October 23, 2020 (“Supplement No. 2”), and as supplemented by the Amended and Restated Series 2017-VFN Indenture Supplement, dated as of October 23, 2020 (the “Series Supplement”), among the Issuer, the Servicer and the Indenture Trustee, and as amended by Supplemental Indenture No. 3, dated as of July 21, 2021 (“Supplement No. 3”), as amended by Omnibus Amendment No. 2 to Amended and Restated Series 2017-VFN Indenture Supplement, Amended and Restated Note Purchase Agreement and Transfer and Servicing Agreement and Supplemental Indenture No. 4 to Master Indenture, dated as of March 10, 2022 (“Supplement No. 4”) and as amended by Omnibus Amendment No. 3 to Transfer And Servicing Agreement and Supplemental Indenture No. 5 to Master Indenture, dated as of February 6, 2023 (“Supplement No. 5” and the Master Indenture, together with the Series Supplement, Supplement No. 1, Omnibus Amendment No. 1, Supplement No. 2, Supplement No. 3, Supplement No. 4 and Supplement No. 5, as may further be amended and/or supplemented from time to time, the “Indenture”);
WHEREAS, pursuant to Section 10.2 of the Indenture, the Issuer and the Indenture Trustee are authorized to enter into supplemental indentures to the Indenture from time to time with the consent of the Holders of more than 50% of the Outstanding Amount of the Notes of each adversely affected Series or Class, as applicable, of Notes Outstanding, by an Act, made in the manner set forth in Section 12.3 of the Indenture, of such Holders delivered to the Issuer, the Servicer and the Indenture Trustee (the “Requisite Amendment Consent”) as more fully set forth in Section 10.2 of the Indenture, and no such adversely affected Series or Class is rated by a Rating Agency;
WHEREAS, the Issuer has requested that certain terms included in the Indenture be amended as described herein;
WHEREAS, the Issuer has delivered to the Indenture Trustee, Securities Intermediary, and Account Bank an Issuer Order, dated as of the date hereof (the “Related Issuer Order”), authorizing such amendment, as required by Section 10.2 of the Indenture;
WHEREAS, the Issuer has delivered to the Indenture Trustee, Securities Intermediary, and Account Bank (with the consent of all Noteholders (the “Requisite Certificate Consent” and, together with the Requisite Amendment Consent, the “Requisite Consent”)) an Officer’s Certificate of the Administrator, upon which the Indenture Trustee, Securities Intermediary, and Account Bank may conclusively rely, stating that this Amendment and Supplemental Indenture is permitted by the Indenture and the other Transaction Documents, as applicable, and that all conditions precedent to this Amendment and Supplemental Indenture have been satisfied or waived, as required by Section 10.3 of the Indenture;
WHEREAS, the Issuer has solicited the Requisite Consent from the Noteholders;
WHEREAS, the undersigned Holders are the only Holders of Notes currently Outstanding under the Indenture, which Notes were issued pursuant to the Indenture;
WHEREAS, the Transferor, the Servicer, as servicer and custodian, and the Issuer entered into that certain Transfer and Servicing Agreement, dated as of December 20, 2017 (as amended, supplemented or otherwise modified from time to time, the “Transfer and Servicing Agreement”);
WHEREAS, the Transferor, the Servicer, the Issuer and the Indenture Trustee, with the consent of the undersigned Holders, have agreed to amend the Transfer and Servicing Agreement on the terms and conditions set forth herein;


WHEREAS, the Issuer, the Transferor, the Servicer, the Performance Guarantor, the Administrative Agent and the Owners and the Managing Agents parties hereto are parties to that certain Amended and Restated Series 2017-VFN Note Purchase Agreement, dated as of October 23, 2020, as amended by Supplement No. 4 (and as further amended, modified, waived, supplemented or restated from time to time, the “Note Purchase Agreement”); and
WHEREAS, the parties hereto have agreed to amend the Note Purchase Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.    Amendments to the Master Indenture. As of the Effective Date (defined below), subject to the satisfaction of the conditions precedent set forth in Section 5 below, the Master Indenture is hereby amended as follows:
    1.1. The definition of “Eligible Receivable” contained in Annex A to the Master Indenture is hereby amended by deleting clause (g) in its entirety and replacing it with the following:
        (g) it has an original term of either thirty (30) or thirty-six (36) months.
Section 2.    Amendments to the Series Supplement. As of the Effective Date (defined below), subject to the satisfaction of the conditions precedent set forth in Section 5 below, the Series Supplement is hereby amended as follows:
2.1.    The definition of “Scheduled Commitment Termination Date” contained in Section 2.1(b) of the Series Supplement is hereby amended by replacing the reference to “March 15, 2024” contained therein with “September 27, 2025”.
2.2.    The definition of “Required Hedge Rate” contained in Section 2.1(b) of the Series Supplement is hereby amended by replacing the reference to “7.05%” contained therein with “9.00%”.
2.3.    The definition of “Series 2017-VFN Discount Percentage” contained in Section 2.1(b) of the Series Supplement is hereby amended by replacing the reference to “9.15%” contained therein with “11.15%”.
2.4    Annex A to the Series Supplement is hereby amended as follows:
2.4.1.    The definition of “Advance Matrix I” is hereby amended by deleting the table contained therein in its entirety and replacing it with the following:

Advance Matrix I*
Remaining Term (months)Obligor Tenure/Obligor Credit Class
5A4A3A2A1A0A
31-3692.50%81.25%78.25%75.50%63.00%53.00%
25-3093.75%84.50%82.00%80.00%71.75%62.00%
19-2494.00%86.00%84.00%82.00%75.00%74.00%
13-1894.75%89.00%87.50%85.50%80.75%80.75%
7-1295.00%90.50%88.50%87.75%84.75%84.75%
<695.00%90.50%88.75%88.00%85.00%85.00%
* - For each Contract, “Remaining Term (months)” in the table above represents the number of unpaid Scheduled Payments owing by the Obligor on the related Contract.


2.4.2.    The definition of “Advance Matrix II” is hereby amended by deleting the table contained therein in its entirety and replacing it with the following:

Advance Matrix II*
Remaining Term (months)Obligor Tenure/Obligor Credit Class
5A4A3A2A1A0A
31-3690.25%76.75%72.75%69.00%54.00%39.00%
25-3092.25%81.00%77.75%75.00%64.00%51.50%
19-2492.50%82.75%80.25%77.25%67.00%67.00%
13-1893.50%86.50%84.50%81.50%75.00%75.00%
7-1293.50%88.25%85.50%84.25%80.25%80.25%
<693.50%88.50%85.50%84.25%80.25%80.25%
* - For each Contract, “Remaining Term (months)” in the table above represents the number of unpaid Scheduled Payments owing by the Obligor on the related Contract.
Section 3.     Amendments to the Note Purchase Agreement. As of the Effective Date (defined below), subject to the satisfaction of the conditions precedent set forth in Section 5 below, the Note Purchase Agreement is hereby amended as follows:
3.1.    As of the date of this Amendment and Supplemental Indenture, the Note Purchase Agreement, including all exhibits and schedules, is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth on the pages of the Note Purchase Agreement attached as Appendix A hereto.
Section 4.    Amendment to the Transfer and Servicing Agreement. As of the Effective Date (defined below), subject to the satisfaction of the conditions precedent set forth in Section 5 below, the Transfer and Servicing Agreement is hereby amended as follows:
4.1.    Section 2.05(a) of the Transfer and Servicing Agreement is hereby deleted in its entirety and replaced with the following:
In the event any representation or warranty contained in Section 2.04(a) is not true and correct in any material respect as of the date specified therein with respect to any Receivable and such breach, (i) if such breach is first discovered prior to September 27, 2023, has a material adverse effect on the Noteholders and (ii) if such breach is first discovered on or after September 27, 2023, could reasonably be expected to have a material adverse effect on the Noteholders, then, within thirty (30) days of the earlier to occur of the discovery thereof by the Transferor or the Servicer, or receipt by the Transferor or the Servicer of written notice thereof given by the Owner Trustee, the Trust, the Indenture Trustee or the Servicer, then such Receivable shall be designated ineligible (as such, an “Ineligible Receivable”) and such Ineligible Receivables shall be reassigned to the Transferor on the terms and conditions set forth in Section 2.05(b) below; provided that such Receivables will not be deemed to be Ineligible Receivables but will be deemed Eligible Receivables and the Receivables Balances of such Receivables shall be included in determining the Aggregate Receivables Balance in the Trust if, on any day prior to the end of such thirty (30) day period (or such longer period as may be agreed to in writing by the Indenture Trustee), (x) the relevant representation and warranty shall be true and correct in all material respects as if made on such day and (y) the Transferor shall have delivered an Officer’s Certificate of the Transferor to the Trust and the Indenture Trustee describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct in all material respects. The Transferor shall also have delivered an Officer’s Certificate to each Rating Agency, if applicable, describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct in all material respects.
Section 5.    Conditions Precedent. This Amendment and Supplemental Indenture shall become effective as of the date hereof (the “Effective Date”) upon:
(i)    receipt by the Issuer, the Servicer and the Indenture Trustee of evidence of the Requisite Consent as evidenced by the execution by each Holder of the Series 2017-VFN Notes of a counterpart of this Amendment and Supplemental Indenture;
(ii)    receipt by the parties hereto of duly executed counterparts of this Amendment and Supplemental Indenture, the Fee Letter, dated as of the date hereof (the “Fee Letter”), among the Administrative Agent, the Managing Agents, and the Transferor;
(iii)    receipt by the Indenture Trustee, Securities Intermediary, and Account Bank of the Officer’s Certificate of the Administrator required by Section 10.3 of the Indenture and the Officer’s Certificate of the Transferor required by Section 9.01(d) of the Transfer and Servicing Agreement;


(iv)    the Transferor’s payment of all fees referred to in (A) the Fee Letter that are payable on the date hereof, including, without limitation, the upfront fee payable to each Managing Agent (for the benefit of its related Owner(s)) and (B) the Administrative Agent Fee Letter, dated as of the date hereof, between the Administrative Agent and the Transferor, that are payable on the date hereof;
(v)    all of the terms, covenants, agreements and conditions precedent set forth in the Indenture, the Note Purchase Agreement, the Transfer and Servicing Agreement and other Transaction Document to be complied with and performed by USCC, the Transferor, the Issuer, the Servicer, the Originators or the Indenture Trustee, as the case may be, with respect to this Amendment and Supplemental Indenture, by the date hereof have been satisfied or otherwise waived by the Managing Agents; and
(vi)    the receipt by the Administrative Agent and each Managing Agent of opinions of counsel to each of the Transferor, the Issuer, the Servicer and the Performance Guarantor, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to corporate matters, legality, validity and enforceability of the Amendment, no conflict of law and non-contravention of charter documents addressed to the Administrative Agent and each Managing Agent.
Section 6.    Representations and Warranties; Covenants.
6.1.    The Issuer hereby represents and warrants that:
(a)    This Amendment and Supplemental Indenture, the Indenture, the Note Purchase Agreement and the Transfer and Servicing Agreement each as amended hereby, constitute legal, valid and binding obligations of it and are enforceable against it in accordance with their terms.
(b)    No event or circumstance has occurred and is continuing which constitutes an Event of Default, Default, Amortization Event, Potential Amortization Event, Trust Amortization Event, or Trust Event of Default.
6.2.    The Servicer hereby represents and warrants that:
(a)    This Amendment and Supplemental Indenture, the Indenture, the Transfer and Servicing Agreement and the Note Purchase Agreement each as amended hereby, constitute legal, valid and binding obligations of it and are enforceable against it in accordance with their terms.
(b)    No event or circumstance has occurred and is continuing which constitutes a Servicer Default or Potential Servicer Default.
6.3.    The Transferor hereby represents and warrants that this Amendment and Supplemental Indenture, the Note Purchase Agreement and the Transfer and Servicing Agreement each as amended hereby, constitute legal, valid and binding obligations of it and are enforceable against it in accordance with their terms.
6.4.    Upon the effectiveness of this Amendment and Supplemental Indenture and after giving effect hereto, the Issuer, the Servicer, the Transferor and the Indenture Trustee as applicable, each represents and warrants as to itself, as applicable, that the covenants, representations and warranties of (a) the Issuer set forth the Article III and Section 9.5 of the Series Supplement, (b) the Indenture Trustee set forth in Section 6.13 of the Master Indenture, (c) the Issuer set forth in the Section 4.1 and Section 4.6 of the Note Purchase Agreement, (d) the Servicer set forth in Section 4.1, Section 4.2, Section 4.7 and Section 4.9 of the Note Purchase Agreement, (e) the Transferor set forth in Section 4.1, Section 4.3, Section 4.6, and Section 4.9 of the Note Purchase Agreement, and (f) the Transferor set forth in Section 2.03 and Section 2.04 of the Transfer and Servicing Agreement, are true and correct in all material respects as of the date hereof (unless stated to relate to an earlier date).
Section 7.    Reference to and Effect on the Indenture, the Transfer and Servicing Agreement and the Note Purchase Agreement.
7.1.    Upon the effectiveness of this Amendment and Supplemental Indenture and on and after the date hereof, each reference in (i) the Indenture to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Indenture and its amendments, as amended hereby, (ii) the Note Purchase Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Note Purchase Agreement and its amendments, as amended hereby, and (iii) the Transfer and Servicing Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Transfer and Servicing Agreement and its amendments, as amended hereby.
7.2.    Each of the Indenture, the Note Purchase Agreement and the Transfer and Servicing Agreement in each case as amended hereby, and all other amendments, documents, instruments and agreements executed and/or delivered in connection therewith, as applicable, shall remain in full force and effect, and are hereby ratified and confirmed.


7.3.    Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment and Supplemental Indenture shall not operate as a waiver of any right, power or remedy of the Indenture Trustee or the Administrative Agent, nor constitute a waiver of any provision of the Indenture, the Note Purchase Agreement, the Transfer and Servicing Agreement or any Transaction Document or any other documents, instruments and agreements executed and/or delivered in connection therewith.
7.4.    The Issuer affirms the liens and security interests created and granted by it in the Note Purchase Agreement and the other Transaction Documents and agrees that this Amendment and Supplemental Indenture shall in no manner adversely affect or impair such liens and security interests.
Section 8.    Consent; Waiver; Direction.
(i)    Royal Bank of Canada hereby certifies that it is the Holder of 50% of the Outstanding Amount of the Series 2017-VFN Notes. The Toronto-Dominion Bank hereby certifies that it is the Holder of 50% of the Outstanding Amount of the Series 2017-VFN Notes. By its execution hereof each of the Noteholders (which Noteholders constitute, in the aggregate, 100% of the Holders of the Outstanding Notes) (a) acknowledges its receipt of notice of the contents of this Amendment and Supplemental Indenture, (b) consents to the amendments contained herein, consents to the delivery of the Officer’s Certificate of the Administrator (which certificate shall not be required to contain the statements outlined in Section 12.1(a) of the Master Indenture), (c) hereby waives the requirement under Section 10.2 of the Master Indenture for further written notice setting forth in general terms the substance of this Amendment and Supplemental Indenture, (d) directs the Indenture Trustee, Account Bank, and Securities Intermediary to consent to and execute this Amendment and Supplemental Indenture, without receiving the Officer’s Certificates and Opinions of Counsel deliverable in connection with this Amendment and Supplemental Indenture under the Master Indenture or any other Transaction Document, and (e) hereby agrees to hold the Indenture Trustee, Account Bank, and Securities Intermediary harmless against any and all losses and liabilities, damages, claims, actions, suits, or out-of-pocket expenses or costs (including attorney’s fees and other legal expenses) incurred or arising out of or in connection with the actions set forth above taken by the Indenture Trustee, Account Bank, and Securities Intermediary pursuant to this authorization and direction.
(ii)    By its execution hereof each of the Managing Agents and the Administrative Agent acknowledges its receipt of the contents of this Amendment and Supplemental Indenture and consents to the amendments contained herein.
Section 9.    Governing Law. THIS AMENDMENT AND SUPPLEMENTAL INDENTURE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT AND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL APPLY HERETO).
Section 10.    Headings. Section headings in this Amendment and Supplemental Indenture are included herein for convenience of reference only and shall not constitute a part of this Amendment and Supplemental Indenture for any other purpose.
Section 11.    Counterparts; Facsimile and Electronic Signatures. This Amendment and Supplemental Indenture may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution,” signed,” “signature,” and words of like import in this Amendment and Supplemental Indenture or in any other certificate, agreement or document related to this Amendment and Supplemental Indenture or the other Transaction Documents shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
Section 12.    Entire Agreement. The parties hereto hereby agree that this Amendment and Supplemental Indenture constitutes the entire agreement concerning the subject matter hereof and supersedes any and all written and/or oral prior agreements, negotiations, correspondence, understandings and communications.
Section 13.    Fees, Costs and Expenses. The Transferor shall pay on demand all reasonable and invoiced fees and out-of-pocket expenses of (i) Morgan, Lewis & Bockius LLP, counsel for the Administrative Agent, as provided in the Fee Letter, (ii) Morris James LLP, counsel for the Owner Trustee, and (iii) Richards, Layton & Finger, P.A., counsel for the Indenture Trustee, Securities Intermediary, and Account Bank, incurred in connection with the preparation, negotiation, execution and delivery of this Amendment and Supplemental Indenture.


Section 14.    Issuer Order.     By its execution hereof, the Issuer hereby (a) authorizes, instructs and directs the Indenture Trustee, Account Bank, and Securities Intermediary to execute this Amendment and Supplemental Indenture, (b) authorizes, instructs and directs the Indenture Trustee, Account Bank, and Securities Intermediary to execute this Amendment and Supplemental Indenture without receiving an Officer’s Certificate, or an Opinion of Counsel pursuant to the Indenture, the Note Purchase Agreement, the Transfer and Servicing Agreement or any other Transaction Document and (c) agrees that the actions set forth above taken by the Indenture Trustee, Account Bank, and Securities Intermediary pursuant to this authorization and direction shall be actions in connection with the administration of the trust created under the Indenture and the performance of its duties thereunder and under the other Transaction Documents within the meaning of Section 6.7(a) of the Master Indenture and shall not constitute negligence or willful misconduct on the part of the Indenture Trustee.
Section 15.    Concerning the Owner Trustee.
(i) It is expressly understood and agreed by the parties hereto that (a) this Amendment and Supplemental Indenture is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as owner trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it pursuant to the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association, but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust, National Association, be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Amendment and Supplemental Indenture or any other related documents.
(ii) The Transferor, as Equity Certificateholder, hereby authorizes, empowers and directs the Owner Trustee, in the name and on behalf of the Issuer, to execute and deliver this Amendment and Supplemental Indenture and each other document, instrument or writing (including, without limitation, any Issuer Order) as may be necessary or convenient in connection with the transactions contemplated hereby. The Transferor, as Equity Certificateholder, hereby waives any notice in connection with the foregoing and hereby certifies and confirms that (x) it is the sole Equity Certificateholder, (y) the foregoing direction and actions are necessary, suitable, or convenient in connection with the matters described in Section 2.03 of the Trust Agreement, and do not violate or conflict with, are not contrary to, are contemplated and authorized by, and are consistent and in accordance and compliance with the Trust Agreement and the Transaction Documents and the obligations of the Issuer and the Owner Trustee under the Trust Agreement and the Transaction Documents, and (z) the foregoing direction and the execution and delivery of such documents are covered by the indemnifications provided under the Trust Agreement.
[Signature Pages Follow]


IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment and Supplemental Indenture as of the date first written above.
USCC MASTER NOTE TRUST, as the Issuer
By: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee on behalf of USCC Master Note Trust,
By:/s/ Andrew M. Cooper
Name:Andrew M. Cooper
Title:Vice President

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, (i) with respect to the Indenture and the Series Supplement, as Indenture Trustee, and (ii) with respect to each other document amended hereby, not in its individual capacity but solely in its capacity as Indenture Trustee
By:/s/ Matthew M. Smith
Name:Matthew M. Smith
Title:Vice President

U.S. BANK NATIONAL ASSOCIATION, (i) with respect to the Indenture and the Series Supplement, as Indenture Trustee, and (ii) with respect to each other document amended hereby, not in its individual capacity but solely in its capacity as Indenture Trustee
By:/s/ Matthew M. Smith
Name:Matthew M. Smith
Title:Vice President

USCC SERVICES, LLC, as Servicer
By:/s/ John M. Toomey
Name:John M. Toomey
Title:Authorized Person
USCC RECEIVABLES FUNDING, LLC, as Transferor
By:/s/ Douglas W. Chambers
Name:Douglas W. Chambers
Title:Executive Vice President, CFO & Treasurer


UNITED STATES CELLULAR CORPORATION, as Performance Guarantor
By:/s/ Douglas W. Chambers
Name:Douglas W. Chambers
Title:Executive Vice President, CFO & Treasurer
ROYAL BANK OF CANADA,
as Administrative Agent
By:/s/ Kevin P. Wilson
Name:Kevin P. Wilson
Title:Authorized Signatory
By:/s/ Ross Shaiman
Name:Ross Shaiman
Title:Authorized Signatory
THUNDER BAY FUNDING, LLC,
as a Conduit Purchaser
By:Royal Bank of Canada, as attorney-in-fact for Thunder Bay Funding LLC
By:/s/ Kevin P. Wilson
Name:Kevin P. Wilson
Title:Authorized Signatory
ROYAL BANK OF CANADA,
as a Committed Purchaser and a Noteholder
By:/s/ Kevin P. Wilson
Name:Kevin P. Wilson
Title:Authorized Signatory
By:/s/ Ross Shaiman
Name:Ross Shaiman
Title:Authorized Signatory


ROYAL BANK OF CANADA,
as a Managing Agent
By:/s/ Kevin P. Wilson
Name:Kevin P. Wilson
Title:Authorized Signatory
By:/s/ Ross Shaiman
Name:Ross Shaiman
Title:Authorized Signatory
BANNER TRUST,
as a Conduit Purchaser
By:COMPUTERSHARE TRUST COMPANY OF CANADA, in its capacity as trustee of Banner Trust
By:TD SECURITIES INC., as its financial services agent
By:/s/ Andrew Gubasta
Name:Andrew Gubasta
Title:Vice President
THE TORONTO-DOMINION BANK,
as a Committed Purchaser and a Noteholder
By:/s/ Jamie Giles
Name:Jamie Giles
Title:Managing Director
THE TORONTO-DOMINION BANK,
as a Managing Agent
By:/s/ Jamie Giles
Name:Jamie Giles
Title:Managing Director


APPENDIX A
See Attached.

Execution Version
(Conformed Through (1) Amendment No. 1, dated as of June 29, 2021, and (2) Amendment No. 2 to Amended and Restated Series 2017-VFN Indenture Supplement, Amended and Restated Note Purchase Agreement and Transfer and Servicing Agreement and Supplemental Indenture No. 4 to Master Indenture, dated as of March 10, 2022), and (3) Omnibus Amendment No. 4 to Amended and Restated Series 2017-VFN Indenture Supplement, Amended and Restated Note Purchase Agreement and Transfer and Servicing Agreement and Supplemental Indenture No. 6, dated as of September 27, 2023)
NOT EXECUTED IN THIS FORM



AMENDED AND RESTATED
SERIES 2017-VFN NOTE PURCHASE AGREEMENT

Dated as of October 23, 2020

among

USCC RECEIVABLES FUNDING LLC,
as Transferor

USCC MASTER NOTE TRUST,
as Issuer,

USCC SERVICES, LLC,
as Servicer

UNITED STATES CELLULAR CORPORATION,
as Performance Guarantor

THE OWNERS PARTY HERETO,

THE MANAGING AGENTS PARTY HERETO,

and

ROYAL BANK OF CANADA,
as Administrative Agent

_____________________

USCC Master Note Trust
Series 2017-VFN Notes
______________________





TABLE OF CONTENTS
ARTICLE I DEFINITIONS    
SECTION 1.1    Definitions
SECTION 1.2    Other Definitional Provisions.
ARTICLE II TERMS OF THE SERIES 2017-VFN NOTES
SECTION 2.1    Issuance of Series 2017-VFN Notes; Note Principal Balance Increases; Note Principal Balance Reductions.
SECTION 2.2    Reduction, Increase and Extension of Commitments.
SECTION 2.3    Interest, Fees, Expenses, Payments, Etc.
SECTION 2.4    Requirements of Law.
SECTION 2.5    Taxes.
SECTION 2.6    Indemnification.
SECTION 2.7    Expenses, Etc.
SECTION 2.8    Benchmark Replacement Setting.
ARTICLE III CONDITIONS PRECEDENT
SECTION 3.1    Conditions to 20222023 Amendment Closing Date    
SECTION 3.2    Conditions to Note Principal Balance Increases    
ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS    
SECTION 4.1    Representations and Warranties of the Servicer, the Transferor and the Issuer
SECTION 4.2    Additional Representations and Warranties of the Servicer
SECTION 4.3    Additional Representations and Warranties of the Transferor
SECTION 4.4    [Reserved]
SECTION 4.5    Representations and Warranties of the Conduit Purchasers and Committed Purchasers
SECTION 4.6    Covenants of the Issuer and Transferor
SECTION 4.7    Covenants of the Servicer
SECTION 4.8    [Reserved]
SECTION 4.9    Additional Covenants of the Transferor and the Servicer
SECTION 4.10    Merger or Consolidation of, or Assumption, of the Obligations of the Transferor or the Seller
ARTICLE V THE AGENTS
SECTION 5.1    Appointment.
SECTION 5.2    Delegation of Duties
SECTION 5.3    Exculpatory Provisions.
SECTION 5.4    Reliance by Agents
SECTION 5.5    Notices
SECTION 5.6    Non Reliance on Agents and Other Owners
SECTION 5.7    Indemnification
SECTION 5.8    Agents in their Individual Capacity
SECTION 5.9    Successor Agents.
SECTION 5.10    Funding Decision
ARTICLE VI TRANSFERS OF SERIES 2017-VFN NOTES
SECTION 6.1    Transfers of Series 2017-VFN Notes.
ARTICLE VII MISCELLANEOUS
SECTION 7.1    Amendments and Waivers.
SECTION 7.2    Notices.
SECTION 7.3    Confidentiality.
SECTION 7.4    No Waiver; Cumulative Remedies
SECTION 7.5    Successors and Assigns

TABLE OF CONTENTS
(continued)
SECTION 7.6    Successors to Servicer
SECTION 7.7    Counterparts
SECTION 7.8    Severability
SECTION 7.9    Integration
SECTION 7.10    Governing Law
SECTION 7.11    WAIVER OF JURY TRIAL
SECTION 7.12    Jurisdiction; Consent to Service of Process
SECTION 7.13    Termination
SECTION 7.14    Limited Recourse; No Proceedings.
SECTION 7.15    Survival of Representations and Warranties
SECTION 7.16    No Recourse.
SECTION 7.17    RBC Roles
SECTION 7.18    USA PATRIOT Act
SECTION 7.19    Tax Characterization
SECTION 7.20    Accounting Treatment by Owners
SECTION 7.21    Collections.
SECTION 7.22    Limitation of Liability of Owner Trustee


EXHIBITS

EXHIBIT A    FORM OF TRANSFER SUPPLEMENT
EXHIBIT B    FORM OF FUNDING NOTICE
EXHIBIT C    FORM OF COMPLIANCE STATEMENT
EXHIBIT D    FORM OF INVESTMENT LETTER
EXHIBIT E    [RESERVED]
EXHIBIT F    FORM OF INTEREST RATE CAP AGREEMENT
EXHIBIT G    HEDGING REQUIREMENTS


ANNEX

ANNEX I    AGREED-UPON PROCEDURES


SCHEDULES

SCHEDULE I    CONDUIT PURCHASER, COMMITTED PURCHASER, MANAGING AGENTS AND RELATED INFORMATION
SCHEDULE II    NOTICE INFORMATION
SCHEDULE III    ORGANIZATIONAL INFORMATION
SCHEDULE IV    LIST OF CLOSING DELIVERABLES






THIS AMENDED AND RESTATED SERIES 2017-VFN NOTE PURCHASE AGREEMENT, dated as of October 23, 2020, is by and among USCC RECEIVABLES FUNDING LLC, a Delaware limited liability company (the “Transferor”), USCC MASTER NOTE TRUST, a Delaware statutory trust (together with its successors and assigns, the “Issuer”), USCC SERVICES, LLC, a Delaware limited liability company (“USCC SERVICES”), as the servicer (in such capacity, the “Servicer”), UNITED STATES CELLULAR CORPORATION (“USCC”), a Delaware corporation, as the performance guarantor under the Performance Guaranty (in such capacity, the “Performance Guarantor”), the Owners (as hereinafter defined) from time to time party hereto, the Managing Agents for the Ownership Groups from time to time party hereto, and ROYAL BANK OF CANADA (“RBC”), as administrative agent for the Owners (together with its successors in such capacity, the “Administrative Agent”).
W I T N E S S E T H:
WHEREAS, the parties hereto have previously entered into that certain Series 2017-VFN Note Purchase Agreement, dated as of December 20, 2017, as amended by that certain Omnibus Amendment No. 1 to Master Indenture, Series 2017-VFN Indenture Supplement, Note Purchase Agreement, Receivables Purchase Agreement, and Transfer and Servicing Agreement, dated as of September 30, 2019 (such agreement, as amended, the “2017 Agreement”); and
WHEREAS, the parties hereto wish to amend and restate the 2017 Agreement in its entirety to, among other things (i) reflect the Commitment of each of the Ownership Groups pursuant to this Agreement, (ii) extend the Scheduled Commitment Termination Date, and (iii) as otherwise specified herein.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1    Definitions. All capitalized terms used herein as defined terms and not defined herein shall have the meanings given to them in Annex A to the Indenture or the Series 2017-VFN Supplement, as applicable, each as in effect on the date of this Agreement and as it may be amended or otherwise modified from time to time. Each capitalized term defined herein shall relate only to the Series 2017-VFN Notes and to no other Class of Notes issued pursuant to the Indenture.
“2017 Agreement” shall have the meaning specified in the recitals to this Agreement.
“20222023 Amendment Closing Date” shall have the meaning specified in Section 2A.1 of this Agreement.
“Adjusted Commitment” shall mean with respect to any date of determination, with respect to an Owner, such Owner’s Commitment, minus the aggregate outstanding principal amount of its Support Advances to the Conduit Purchasers in its related Ownership Group as of such date.
“Adjusted Daily Simple SOFR” shall mean, for any SOFR Rate Day, a rate per annum equal to the sum of (a) the applicable Daily Simple SOFR and (b) the SOFR Adjustment.
“Administrative Agent” shall have the meaning specified in the preamble to this Agreement.
“Administrative Agent Fee Letter” shall mean the agreement, dated as of the 20222023 Amendment Closing Date, between the Transferor and the Administrative Agent, setting forth certain fees payable by the Transferor to the Administrative Agent.
“Advisors” shall have the meaning specified in Section 7.3(b) of this Agreement.
“Agent” shall have the meaning specified in Section 5.1(a) of this Agreement.
“Agreement” shall mean this Amended and Restated Series 2017-VFN Note Purchase Agreement, as further amended, restated, supplemented or otherwise modified from time to time.
“Amortization Rate” shall mean 1.00% per annum.
“Anti-Corruption Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to the Servicer, the Transferor or their respective Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation, the Foreign Corrupt Practices Act of 1977, as amended, and any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.
“Assignee” and “Assignment” shall have the respective meanings specified in Section 6.1(e) of this Agreement.
“Available Tenor” shall mean, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (d) of Section 2.8.
“Banner Trust” shall mean Banner Trust, a master trust established under the laws of the Province of Ontario.


“Banner Trust CP Rate” shall mean for any Interest Period, with respect to Banner Trust as a Conduit Purchaser, the per annum rate equivalent to the weighted average cost (as reasonably determined by the TD Bank Managing Agent, and which shall include (without duplication), the fees and commissions of placement agents and dealers, incremental carrying costs incurred with respect to commercial paper notes maturing on dates other than those on which corresponding funds are received by such Conduit Purchaser, other borrowings by such Conduit Purchaser and any other costs associated with the issuance of commercial paper notes) to the extent related to the issuance of commercial paper notes that is allocated, in whole or in part, by such Conduit Purchaser or its related Managing Agent to fund or maintain any Series 2017-VFN Notes (or portion thereof) during such Interest Period, and any other costs, fees and expenses associated with the funding or maintenance of the any Series 2017-VFN Notes by such Conduit Purchaser, including any liquidity support, credit enhancement or government sponsored funding programs (including the Federal Reserve Bank’s Commercial Paper Funding Facility); provided, that if such rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; and provided further that, if any component of any such rate is a discount rate, in calculating the “Banner Trust CP Rate” for such Interest Period, the TD Bank Managing Agent shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum, subject to the earlier proviso that if such rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
“Benchmark” shall mean, initially, Adjusted Daily Simple SOFR; provided, that if a Benchmark Transition Event has occurred with respect to Adjusted Daily Simple SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.8. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.
“Benchmark Rate” shall mean, with respect any Interest Period or portion thereof, a rate per annum equal to the quotient (expressed as a percentage and rounded upwards, if necessary, to the nearest 1/16 of 1%) obtained by dividing (i) the then-current Benchmark for such Interest Period by (ii) 100% minus the Benchmark Reserve Percentage for such Interest Period, if any.
“Benchmark Replacement” shall mean with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Transferor, with the consent of the Managing Agents (such consent not to be unreasonably withheld or delayed) giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time in the United States and (b) the related Benchmark Replacement Adjustment; provided, that if the Benchmark Replacement as so determined pursuant to the above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Transaction Documents.
“Benchmark Replacement Adjustment” shall mean, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Transferor with the consent of the Managing Agents (such consent not to be unreasonably withheld or delayed) giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time.
“Benchmark Replacement Date” shall mean the earliest to occur of the following events with respect to the then-current Benchmark:
(1)    in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);
(2)    in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continued to be provided on such date.
For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Reserve Percentage” shall mean, for any portion of the Note Principal Balance to accrue interest by reference to the Benchmark Rate (or the correlative rate based on the then-current Benchmark) and any Interest Period therefor, the maximum reserve percentage, if any, applicable to the related Owner under Regulation D during such Interest Period (or if more than one percentage shall be applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be applicable) for determining such Owner’s reserve requirement (including any marginal, supplemental or emergency reserves) with respect to liabilities or assets having a term comparable to such interest period consisting or included in the computation of Eurocurrency Liabilities (as defined in Regulation D). Without limiting the effect of the foregoing, but without duplicating the provisions of Section 2.4, the Benchmark Reserve Percentage shall reflect any other reserves required to be maintained by an Owner by reason of any Regulatory Change, in which such relevant rule, guideline or directive was adopted, changed or reinterpreted after the Original Closing Date, against (a) any category of liabilities which includes deposits by reference to which the then-current Benchmark, as applicable, is to be determined or (b) any category of extensions of credit or other assets which include credits or assets based on the then-current Benchmark, as applicable.



“Benchmark Transition Event” shall mean, with respect to any Benchmark, the occurrence of one or more of the following events with respect to the then-current Benchmark:
(1)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
(2)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
(3)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Start Date” shall mean, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).
“Benchmark Unavailability Period” shall mean the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 2.8 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 2.8.
“Breakage Costs” shall mean (a) for any change in the basis for calculation of interest on any Conduit Purchaser’s Percentage Interest of the Note Principal Balance from the Commercial Paper Rate to the Liquidity Funding Rate, (b) for any payment of principal of any Series 2017-VFN Note (i) on a date other than a Payment Date or (ii) upon fewer than two (2) Business Days’ prior written notice or (c) for any failure of the Issuer to borrow any Note Principal Balance Increase on the date specified in the related Funding Notice, the loss, cost and expense attributable to such event, including, in the case of clause (a), any loss, cost or expense suffered by such Conduit Purchaser by reason of its issuance of Commercial Paper Notes or its incurrence of other obligations reasonably allocated by such Conduit Purchaser (or its related Managing Agent) to funding or maintaining its interest in the applicable Series 2017-VFN Note, and which, in the case of clauses (b) and (c), will be deemed to include an amount determined by the applicable Owner to be equal to the excess of (x) the amount of interest that such Owner would have received on the principal amount of such payment or Note Principal Balance Increase for a period of two (2) Business Days from the date of such payment or failure at the Note Rate, over (y) the amount of income such Owner estimates it will receive on the investment of an amount equal to the principal amount of such payment or Note Principal Balance Increase for such two (2) Business Day period.
“Cap Counterparty” shall mean Royal Bank of Canada, as a party to the initial Interest Rate Cap Agreement, and each other Eligible Cap Counterparty that enters into an Eligible Interest Rate Cap relating to the Series 2017-VFN Notes.
“Closing” shall have the respective meanings specified in Section 2A.1 of this Agreement.
“Collateral Agent” shall mean, with respect to each Conduit Purchaser, the collateral agent, if any, under the program documents governing the issuance of its Commercial Paper Notes, together with its successors and assigns in such capacity.
“Commercial Paper Notes” shall mean, with respect to a Conduit Purchaser, the short term promissory notes issued by such Conduit Purchaser which are allocated in whole or in part by such Conduit Purchaser (or its related Managing Agent) to fund or maintain its interest in a Series 2017-VFN Note hereunder.
“Commercial Paper Rate” shall mean, for any Interest Period (or portion thereof): (i) with respect to the Thunder Bay Owners, clause (A) of the definition of the Thunder Bay Funding Rate; (ii) with respect to the TD Bank Owners, clause (A) of the definition of the TD Bank Funding Rate; and (iii) with respect to any other Owner that becomes a party to this Agreement from time to time, the amount specified in the related joinder agreement or Transfer Supplement(s).
“Commitment” shall mean, with respect to an Ownership Group or Committed Purchaser on any date, the amount specified for such Ownership Group or Committed Purchaser on Schedule I hereto, as the same may be adjusted from time to time pursuant to Section 2.2 of this Agreement or pursuant to Transfer Supplement(s) executed by such Owner and its Assignee(s) and delivered pursuant to Section 6.1 of this Agreement.



“Committed Percentage” shall mean, for each Committed Purchaser within any Ownership Group, with respect to any date of determination, a fraction (expressed as a percentage) having as its numerator the Commitment of such Committed Purchaser as of such date and as its denominator the sum of the Commitments of all Committed Purchasers within the related Ownership Group as of such date.
“Committed Purchaser” shall mean, with respect to each Ownership Group, each financial institution identified as a “Committed Purchaser” for such Ownership Group on Schedule I hereto or in the applicable Transfer Supplement with respect to such Ownership Group pursuant to which such financial institution becomes a “Committed Purchaser” party hereto.
“Conduit Purchaser” shall mean, with respect to each Ownership Group, each multi-seller, asset-backed commercial paper conduit, if any, identified as a “Conduit Purchaser” for such Ownership Group on Schedule I hereto or in the applicable Transfer Supplement with respect to such Ownership Group pursuant to which such multi-seller, asset-backed commercial paper conduit or RIC becomes a “Conduit Purchaser” party hereto.
“Conduit Support Document” shall mean, with respect to any Conduit Purchaser, any agreement entered into by the applicable Conduit Support Provider providing for the issuance of one or more letters of credit for the account of such Conduit Purchaser, the issuance of one or more surety bonds for which such Conduit Purchaser is obligated to reimburse the applicable Conduit Support Provider for any drawings thereunder, the sale by such Conduit Purchaser to any Conduit Support Provider of a Series 2017-VFN Note (or any portion thereof) and/or the making of loans and/or other extensions of credit to such Conduit Purchaser in connection with such Conduit Purchaser’s securitization program (whether for liquidity or credit enhancement support), together with any letter of credit, surety bond or other instrument issued thereunder, including, without limitation of the foregoing, a liquidity asset purchase agreement related to the Series 2017-VFN Note.
“Conduit Support Provider” shall mean, with respect to any Conduit Purchaser, any Person now or hereafter extending credit, or having a commitment to extend credit to or for the account of, or to make purchases from, such Conduit Purchaser or issuing a letter of credit, surety bond or other instrument to support any obligations arising under or in connection with such Conduit Purchaser’s securitization program.
“Conduit Trustee” shall mean, with respect to each Conduit Purchaser, the trustee or security trustee, if any, appointed under the program documents of such Conduit Purchaser, for the benefit of the holders of its Commercial Paper Notes.
“Confidential Information” shall mean any and all materials and information concerning USCC, the Transferor or the Issuer and their subsidiaries and Affiliates, and their business, which information is non-public, confidential or proprietary in nature, and shall include, without limitation, (i) information transmitted in written, oral, magnetic or any other medium, (ii) all copies and reproductions, in whole or in part, of such information and (iii) all summaries, analyses, compilations, studies, notes or other records which contain, reflect, or are generated from such information; provided, that Confidential Information does not include, with respect to a Person, information that: (a) is or becomes generally available to the public other than as a result of an action by the Administrative Agent, the Managing Agents or any Owner or their representatives or (b) becomes available to the Administrative Agent, any Managing Agent or any Owner on a non-confidential basis from a person other than USCC and/or any one or more of its subsidiaries or Affiliates who is not, to the knowledge of the Administrative Agent, any Managing Agent or any Owner, otherwise bound by a confidentiality agreement with USCC and/or any one or more of its subsidiaries or Affiliates, or is not, to the knowledge of the Administrative Agent, any Managing Agent or any Owner, otherwise prohibited from transmitting the information to the Administrative Agent, any Managing Agent or any Owner.
“Conforming Changes” shall mean, with respect to either the use or administration of Adjusted Daily Simple SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Note Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods and other technical, administrative or operational matters) that the Administrative Agent and the Transferor, in consultation with the Managing Agents, decide may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent and the Transferor, in consultation with the Managing Agents, decide that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent, in consultation with the Managing Agents, decides is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents).
“Daily Simple SOFR” shall mean, for any day (a “SOFR Rate Day”), a rate per annum equal to the greater of (a) SOFR for the day that is two (2) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website, and (b) 0.00%. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Transferor or the Owners.
“Default Rate” shall mean 2.00% per annum.
“Delayed Funding Amount” shall have the meaning specified in Section 2.1(h) of this Agreement.
“Delayed Funding Date” shall mean, with respect to a Funding Notice, the thirty-fifth (35th) day following the related Increase Date requested in such Funding Notice (or if such day is not a Business Day, then the next succeeding Business Day).
“Delayed Funding Notice” shall have the meaning specified in Section 2.1(g) of this Agreement.



“Delayed Funding Ownership Group” shall mean each Ownership Group that is identified on Schedule I hereto as a “Delayed Funding Ownership Group,” as the same may be amended from time to time with the consent of the affected Ownership Group and the Servicer.
“Eligible Cap Counterparty” shall mean (i) a Person with commercial paper or short-term deposit ratings which are equal to “A-1” or higher by S&P and “P-1” by Moody’s on such date, (ii) if a Person does not have a commercial paper or short-term deposit rating on such date, such Person has unsecured debt obligations which are rated at least “A-” by S&P and “A3” by Moody’s, and (iii) in the case of either (i) or (ii), such Person is not on negative watch for downgrade.
“Eligible Interest Rate Cap” shall mean an interest rate cap agreement in substantively the form of Exhibit F attached hereto, entered into between the Issuer and an Eligible Cap Counterparty for the benefit of the Owners, as the same may be modified, supplemented, amended or amended and restated from time to time in accordance with the terms thereof.
“ERISA Event” shall mean any one or more of the following: (a) any reportable event, as defined in Section 4043 of ERISA, with respect to a Plan, as to which the PBGC has not waived under PBGC Regulation Section 4043 the requirement of Section 4043(a) of ERISA that it be notified of such event; (b) the filing of a notice of intent to terminate any Plan, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or the termination of any Plan under Section 4041(c) of ERISA; (c) the institution of proceedings, or the occurrence of an event or condition which would reasonably be expected to constitute grounds for the institution of proceedings by the PBGC under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (d) the failure to make a required contribution to any Plan that would result in the imposition of a lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a lien or encumbrance; there being or arising any “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Title I of ERISA), whether or not waived; or the filing of any request for or receipt of a minimum funding waiver under Section 412 of the Code with respect to any Plan or Multiemployer Plan, or that such filing may be made; or a determination that any Plan is, or is expected to be, considered an at-risk plan within the meaning of Section 430 of the Code or Section 303 of ERISA, or that any Multiemployer Plan is, or is expected to be, considered a plan in endangered or critical status within the meaning of Sections 431 and 432 of the Code or Sections 304 and 305 of ERISA; (e) engaging in a non-exempt prohibited transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA with respect to a Plan; (f) the complete or partial withdrawal of any member of the ERISA Group from a Multiemployer Plan, the insolvency under Title IV of ERISA of any Multiemployer Plan; or the receipt by any member of the ERISA Group, of any notice, or the receipt by any Multiemployer Plan from any member of the ERISA Group of any notice, that a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA; (g) any member of the ERISA Group incurring any liability under Title IV of ERISA with respect to any Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (h) any member of the ERISA Group ceasing operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawing as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or cease making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions; or (i) any member of the ERISA Group incurring any liability under Section 4069 or 4212(c) of ERISA.
“ERISA Group” shall mean any entity, including the Issuer and the Performance Guarantor, that is a member of any group of organizations (i) described in Section 414(b) or (c) of the Code of which the Issuer or the Performance Guarantor is a member, or (ii) solely for the purposes of Section 302 of ERISA and Section 412 of the Code, described in Section 414(m) or (o) of the Code of which the Issuer or the Performance Guarantor is a member.
“Excluded Taxes” shall have the meaning specified in Section 2.5(a) of this Agreement.
“Existing Scheduled Commitment Termination” shall have the meaning specified in Section 2.2(c) of this Agreement.
“Facility Limit” shall mean, on any date of determination, the sum of the Commitments on such date.
“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code (or any amended or successor version as described above), any intergovernmental agreement entered into in connection with such sections of the Code and any legislation, law, regulation or practice enacted or promulgated pursuant to such intergovernmental agreement.
“Federal Funds Effective Rate” shall mean, on any day with respect to any Ownership Group, the rate equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the related Managing Agent from three federal funds brokers of recognized standing selected by such Managing Agent.
“Fee Letters” shall mean, collectively, each agreement between the Transferor and a Managing Agent setting forth certain fees and expenses payable to such Managing Agent (for the benefit of its respective related Owners) by the Transferor in connection with the Series 2017-VFN Notes, as the same may be amended, restated, supplemented or otherwise modified from time to time.
“Floor” shall mean a rate of interest equal to 0.00%.
“Funding Date” shall mean the Initial Addition Date and each Increase Date.
“Funding Notice” shall mean a notice substantially in the form of Exhibit B hereto delivered by the Issuer to the Administrative Agent and each Managing Agent pursuant to Section 2.1 of this Agreement.



“Governmental Actions” shall mean any and all consents, approvals, permits, orders, authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations, declarations or filings with, any Governmental Authority required under any Governmental Rules.
“Governmental Rules” shall mean any and all laws, statutes, codes, rules, regulations, ordinances, orders, writs, decrees and injunctions, of any Governmental Authority and any and all legally binding conditions, standards, prohibitions, requirements and judgments of any Governmental Authority.
“Hedging Requirements” shall mean the requirements contained in Exhibit G.
“Increase Date” shall mean each date on which the Issuer requests that the Owners fund Note Principal Balance Increases to the Issuer pursuant to Section 2.1(e) of this Agreement.
“Indemnified Amounts” shall have the meaning specified in Section 2.6(a) of this Agreement.
“Indemnified Party” shall have the meaning specified in Section 2.6(a) of this Agreement.
“Indenture” shall mean that certain Master Indenture, dated December 20, 2017, by and among the Issuer and U.S. Bank National Association, as Indenture Trustee, as amended, supplemented or otherwise modified from time to time.
“Indenture Trustee” shall have the meaning set forth in the Indenture.
“Initial Note Principal Balance” shall mean, with respect to a Series 2017-VFN Note, the aggregate outstanding principal amount of such Series 2017-VFN Note on the Original Closing Date after giving effect to any increase on such date, if any.
“Inspection” shall have the meaning specified in Section 4.7(f) of this Agreement.
“Interest Rate Cap Renewal Date” shall mean, initially, March 23, 2022 and, thereafter, such other date that the Issuer may select from time to time subject to the prior written consent of the Administrative Agent.
“Investing Office” shall mean initially, the office of any Owner (if any) designated as such in the Transfer Supplement by which it became a party to this Agreement, and thereafter, such other office of such Owner or such Assignee as may be designated in writing to the applicable Managing Agent, the Administrative Agent, the Issuer, the Servicer and the Indenture Trustee by such Owner or Assignee.
“Investment Letter” shall mean a letter executed by each Owner substantially in the form of Exhibit D hereto.
“ISDA Definitions” shall mean the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.
“Liquidity Funding Rate” shall mean for any applicable portion of the Note Principal Balance and Interest Period and the applicable Managing Agent and its related Ownership Group, an interest rate per annum equal to the greater of (I) the sum of (A) the Federal Funds Effective Rate for each day in such Interest Period plus (B) 0.50% plus (C) the Program Fee Rate, and (II) the applicable Prime Rate plus the Program Fee Rate for each day in such Interest Period.
“Managing Agent” shall mean, with respect to any Ownership Group, the Person so designated on Schedule I hereto or in the applicable Transfer Supplement with respect to such Ownership Group.
“Material Adverse Effect” shall mean a material adverse effect on (i) the financial condition or operations of USCC, the Transferor, the Issuer, or the Performance Guarantor, as applicable, together with its respective subsidiaries (in each case taken as a whole), (ii) the ability of any of USCC, the Transferor, the Issuer or the Performance Guarantor to perform its respective obligations under any Transaction Document, (iii) the legality, validity or enforceability of any Transaction Document, (iv) the rights or interests of the Indenture Trustee or the Noteholders hereunder or with respect to the Collateral or (v) the collectability of the Receivables generally or any material portion thereof.
“Monthly Additional Interest” shall have the meaning specified in Section 2.3(a).
“Monthly Interest” shall have the meaning specified in Section 2.3(a).
“Monthly Interest Shortfall” shall have the meaning specified in Section 2.3(a).
“Multiemployer Plan” shall mean a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA which is or was at any time during the current year or the immediately preceding five years contributed to by any member of the ERISA Group on behalf of its employees and which is covered by Title IV of ERISA.
“Non-Delaying Ownership Group” shall have the meaning specified in Section 2.1(h) of this Agreement.
“Non-Renewing Ownership Group” shall have the meaning specified in Section 2.2(d) of this Agreement.
“Note Principal Balance” shall have the meaning specified in the Series 2017-VFN Supplement.



“Note Principal Balance Increase” shall mean any increase in the Note Principal Balance of any Series 2017-VFN Note pursuant to Section 2.1 of this Agreement.
“Note Principal Balance Reduction” shall mean any reduction of the Note Principal Balance of any Series 2017-VFN Note pursuant to Section 2.1(i) of this Agreement.
“Note Rate” shall mean, with respect to each Owner, any Series 2017-VFN Note and any Interest Period or portion thereof, a rate of interest equal to the Thunder Bay Funding Rate (with respect to Thunder Bay) or the TD Bank Funding Rate (with respect to TD Bank or Banner Trust) as applicable, or the applicable rate of interest specified in the related joinder agreement or Transfer Supplement(s) to which any other Owner becomes a party to this Agreement.
“OFAC” shall mean the Office of Foreign Assets Control of the U.S. Department of the Treasury.
“Original Closing Date” shall mean December 20, 2017.
“Owner Trustee” shall mean Wilmington Trust, National Association, a national banking association, not in its individual capacity, but solely as owner trustee of the Issuer.
“Owner’s Percentage” shall mean, at any time with respect to any Owner in an Ownership Group, the percentage equivalent of a fraction, the numerator of which is the principal amount of a Series 2017-VFN Note that such Owner is committed to fund at such time and the denominator of which is the Commitment of such Ownership Group at such time.
“Owners” shall mean the Managing Agents, the Conduit Purchasers, the Committed Purchasers, the Conduit Support Providers and all other owners by assignment or otherwise of all or any portion of a Series 2017-VFN Note (or any interest therein).
“Ownership Group” shall mean each separate group identified from time to time on Schedule I hereto consisting of a Managing Agent, one or more Conduit Purchasers administered by such Managing Agent (if applicable), one or more related Committed Purchasers and each other related Owner. The Managing Agent, Conduit Purchasers, Committed Purchasers and the other Owners identified on Schedule I as belonging to the same Ownership Group, together with all other owners by assignment or otherwise of all or any portion of a Series 2017-VFN Note (or any interest therein), shall be deemed to be “related” hereunder.
“Ownership Group Share” shall mean, for an Ownership Group at any time of determination, a fraction (expressed as a percentage) having the Commitment for such Ownership Group as its numerator and the VFN Maximum Principal Amount as its denominator; provided, however, that if any Owner fails to fund any amount as required hereunder, “Ownership Group Share” shall mean, for an Ownership Group, for purposes of making all distributions hereunder, a fraction (expressed as a percentage) having the portion of the Note Principal Balance of the Series 2017-VFN Note funded by the Owners of such Ownership Group as its numerator and the Note Principal Balance as its denominator.
“Ownership Tranche” shall mean each of the ownership tranches into which the Series 2017-VFN Notes may be divided from time to time, which shall be identical in all respects, except for their respective Commitments and principal amounts funded in respect of such tranches, and certain matters relating to the rate and payment of interest applicable to each Ownership Tranche. The initial allocation of Series 2017-VFN Notes among Ownership Tranches and any modifications thereto shall be made as provided in Sections 2.1(a) and 2.2, as applicable, of this Agreement.
“Participant” shall have the meaning specified in Section 6.1(d) of this Agreement.
“Participation” shall have the meaning specified in Section 6.1(d) of the Agreement.
“Percentage Interest” shall mean, for an Owner with respect to any date of determination, the percentage equivalent of (a) the sum of (i) the portion of the Initial Note Principal Balance (if any) funded by such Owner, plus (ii) the aggregate amount of Note Principal Balance Increases (if any) funded by such Owner after the Original Closing Date but prior to such day pursuant to Section 2.1 of this Agreement, plus (iii) any portion of the Note Principal Balance acquired by such Owner as an Assignee from another Owner pursuant to a Transfer Supplement executed and delivered pursuant to Section 6.1 of this Agreement, minus (iv) the aggregate amount of principal payments received by such Owner in respect of its interest in a Series 2017-VFN Note prior to such day, minus (v) any portion of the Note Principal Balance assigned by such Owner to an Assignee pursuant to a Transfer Supplement executed and delivered pursuant to Section 6.1 of this Agreement, divided by (b) the Note Principal Balance on such day.
“Performance Guarantor” shall have the meaning specified in the preamble to this Agreement.
“Permitted Transferee” shall mean each initial Owner, each Managing Agent (in its individual capacity), the Administrative Agent (in its individual capacity), any asset backed commercial paper conduit whose Commercial Paper Notes are rated in the highest available short-term rating from at least two (2) Rating Agencies, that is administered by the Administrative Agent, a Managing Agent or any Affiliate thereof, any Support Party, any Collateral Agent or Conduit Trustee for any Conduit Purchaser’s commercial paper program to secure obligations of such Conduit Purchaser, and any other Person who has been consented to as a potential Transferee by the Issuer (which consent shall not be unreasonably withheld, delayed or conditioned); provided, that after an Amortization Event or an Event of Default occurs and is continuing, a “Permitted Transferee” shall mean any Person, and the consent of the Issuer shall not be required for any transferee.
“Plan” shall mean at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and is either (a) maintained or contributed to by any member of the ERISA Group for any of its employees or (b) maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions.



“Prime Rate” shall mean, for any day, the rate of interest publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City.
“Program Fee Rate” shall mean, with respect to any Ownership Group, any Series 2017-VFN Note and any Interest Period, the rate specified as the Program Fee Rate in the applicable Fee Letter for such Ownership Group.
“Purchased Assets” shall have the meaning specified in the Receivables Purchase Agreement.
“RBC” shall have the meaning specified in the preamble to this Agreement.
“RBC Roles” shall have the meaning specified in Section 7.17 of this Agreement.
“Regulation D” shall mean Regulation D of the Board of Governors of the Federal Reserve System.
“Regulatory Change” shall mean (i) the adoption after the date hereof of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy or liquidity coverage), or any change therein, by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, after the date hereof, (ii) any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) issued after the date hereof by any such authority, central bank or comparable agency, or (iii) the compliance, whether commenced prior to or after the date hereof, by any Owner, Participant or Support Party with the requirements of (a) the final rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues, adopted by the United States bank regulatory agencies on December 15, 2009 (the “FAS 166/167 Capital Guidelines”), or (b) the Dodd-Frank Wall Street Reform and Consumer Protection Act, or (c) any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 166/167 Capital Guidelines or the Dodd-Frank Wall Street Reform and Consumer Protection Act (whether or not having the force of law), or (d) the rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case relating to the international regulatory framework for banking capital and liquidity measurements, standards and monitoring known collectively as “Basel III”, regardless of the date when enacted, adopted, issued or implemented.
“Relevant Governmental Body” shall mean the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.
“Restricted Person” shall have the meaning specified in Section 7.14(c) of this Agreement.
“RIC” shall mean a receivables investment company or asset-backed commercial paper conduit administered by a Managing Agent or an Affiliate thereof which obtains funding from the issuance of Commercial Paper Notes or other notes.
“Sanctioned Country” shall mean, at any time, a country or territory which is the subject or target of any Sanctions, including, without limitation, as of the date hereof, Cuba, Crimea (Ukraine), Iran, Sudan, Syria and North Korea.
“Sanctioned Person” shall mean, at any time, (a) any Person currently the subject or the target of any Sanctions, including any Person listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, available at: http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time, (b)(i) an agency of the government of a Sanctioned Country, (ii) an organization controlled by a Sanctioned Country, or (iii) any Person operating, organized or resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC, or (c) any Person controlled by any such Person.
“Sanctions” shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time (a) by the U.S. government, including those administered by OFAC, the U.S. State Department, the U.S. Department of Commerce or the U.S. Department of the Treasury, (b) by the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom or (c) by other relevant sanctions authorities to the extent compliance with the sanctions imposed by such other authorities would not entail a violation of applicable law.
“Scheduled Commitment Termination Date” shall mean March 15September 27, 20242025, as such date may be extended from time to time pursuant to Section 2.2(c).
“Seller’s Interest Retention Requirements” shall mean the Transferor’s obligations pursuant to Section 4.04 of the Transfer and Servicing Agreement and the Performance Guarantor’s representations and warranties under Section 4(k) of the Performance Guaranty.
“Series 2017-VFN Controlling Holders” shall mean with respect to the Series 2017-VFN Notes and at any time of determination, the Holders of 100% of the Outstanding Amount of Series 2017-VFN Notes.
“Series 2017-VFN Majority Holders” shall mean with respect to the Series 2017-VFN Notes and at any time of determination, the Holders in the aggregate of at least 50% of the Outstanding Amount of Series 2017-VFN Notes.
“Series 2017-VFN Supplement” shall mean that certain Amended and Restated Series 2017-VFN Indenture Supplement, dated as of October 23, 2020, by and among the Issuer, the Servicer and the Indenture Trustee, as amended, restated, supplemented or otherwise modified from time to time.
“Servicer” shall have the meaning specified in the preamble to this Agreement.



“SOFR” shall mean a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.
“SOFR Adjustment” shall mean 0.15%.
“SOFR Administrator” shall mean the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
“SOFR Administrator’s Website” shall mean the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.
“SOFR Rate Day” has the meaning set forth in the definition of “Daily Simple SOFR”.
“Specified Tax Changes” shall have the meaning specified in Section 2.5(a) of this Agreement.
“Supplemental Advance Notice” shall have the meaning specified in Section 2.1(h) of this Agreement.
“Support Advances” shall mean any loans or advances, or any participation or other interest, funded or held by a Support Party pursuant to a Support Facility (but excluding any such loans or advances made to fund the applicable Conduit Purchaser’s obligations to pay interest, fees or other similar amounts relating to the funding of its making or maintaining its interest in a Series 2017-VFN Note).
“Support Facility” shall mean any liquidity or credit support agreement in favor a Conduit Purchaser which relates to this Agreement, the Series 2017-VFN Note held by the Ownership Group of which such Conduit Purchaser is a member and the other Transaction Documents (including any agreement to purchase an assignment of or participation in, or to extend a liquidity loan with respect to, such Conduit Purchaser’s interest in such Series 2017-VFN Note).
“Support Party” shall mean any bank, insurance company or other financial institution extending or having a commitment or option to extend funds to or for the account of a Conduit Purchaser (including by agreement to purchase an assignment of, or participation in, the Series 2017-VFN Note held by the Ownership Group of which such Conduit Purchaser is a member) under a Support Facility. Each Committed Purchaser shall be deemed to be a Support Party for the Conduit Purchaser(s) in the related Ownership Group.
“Taxes” shall have the meaning specified in Section 2.5(a) of this Agreement.
“TD Bank” shall mean The Toronto-Dominion Bank, a Schedule I bank organized under the federal laws of Canada.
“TD Bank Funding Rate” shall mean with respect to any Interest Period:
(A)    with respect to Banner Trust as a Conduit Purchaser, to the extent that Banner Trust is funding or maintaining (directly or indirectly) any Series 2017-VFN Notes (or portion thereof) through the issuance of Commercial Paper Notes, a rate equal to the Banner Trust CP Rate plus the Program Fee Rate;
(B) with respect to Banner Trust as a Conduit Purchaser, to the extent that Banner Trust is funding or maintaining any Series 2017-VFN Notes (or portion thereof) other than through the issuance of Commercial Paper Notes, a rate equal to the Liquidity Funding Rate for such Interest Period or portion thereof; and
(C) with respect to TD Bank as a Committed Purchaser, the applicable Benchmark plus the Program Fee Rate;
provided, however, that during the Amortization Period, the TD Bank Funding Rate shall be the applicable rate determined pursuant to clause (a), (b) or (c) above plus the Amortization Rate; provided further, that if an Event of Default has occurred and is continuing, then the TD Bank Funding Rate shall be the rate determined pursuant to clause (a), (b) or (c) above plus the sum of (1) the Amortization Rate and (2) the Default Rate. Notwithstanding anything in this definition to the contrary, in no event shall then-current Benchmark be less than zero for purposes of this Agreement or any other Transaction Document.
“TD Bank Managing Agent” shall mean the Managing Agent for the TD Bank Owners identified on the signature pages hereto, together with its successors and assigns.
“TD Bank Note” shall mean the Series 2017-VFN Note representing the Ownership Tranche of the Series 2017-VFN Notes funded from time to time by the TD Bank Managing Agent for the benefit of the applicable TD Bank Owners pursuant to this Agreement.
“TD Bank Owners” shall mean the TD Bank Managing Agent, TD Bank, Banner Trust, each assignee of TD Bank or Banner Trust which is a RIC and the TD Bank Purchasers and any assignee thereof chosen by the TD Bank Managing Agent with the consent of the Transferor, which consent shall not be unreasonably withheld.
“TD Bank Purchasers” shall mean each of the purchasers party to the TD Bank Global Style Liquidity Agreement and any other Conduit Support Provider related to Banner Trust.
“Termination Date” shall mean the earliest to occur of (i) the Scheduled Commitment Termination Date, (ii) the date on which an Amortization Event occurs with respect to Series 2017-VFN and (iii) the date on which an Event of Default occurs (or, to the extent required, is declared).



“Thunder Bay” shall mean Thunder Bay Funding, LLC, a Delaware limited liability company, together with its successors and assigns.
“Thunder Bay Funding Rate” shall mean:
(A) with respect to any Interest Period, to the extent any Thunder Bay Purchaser (or a RIC which is an assignee of Thunder Bay) is funding the Thunder Bay Tranche during such Interest Period through the issuance of commercial paper, the sum of (i)(x) unless the Thunder Bay Managing Agent has determined that the Thunder Bay Pooled CP Rate shall be applicable, a rate per annum equal to the rate per annum calculated by the Thunder Bay Managing Agent to reflect Thunder Bay’s (or such RIC’s) cost of funding such Ownership Tranche, taking into account the weighted daily average interest rate payable in respect of such commercial paper notes during such period (determined in the case of discount commercial paper notes by converting the discount to an interest bearing equivalent rate per annum), applicable placement fees and commissions, and such other costs and expenses as the Thunder Bay Managing Agent in good faith deems appropriate, or (y) to the extent the Thunder Bay Managing Agent has determined that the Thunder Bay Pooled CP Rate shall be applicable, the Thunder Bay Pooled CP Rate and (ii) the Program Fee Rate; provided, however, that if any component of the rate determined pursuant to this clause (A) is a discount rate, in calculating the “Thunder Bay Funding Rate” for such Interest Period the Thunder Bay Managing Agent shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum; or
(B) to the extent that Thunder Bay or any other Owner that is a member of its related Ownership Group is funding or maintaining any Series 2017-VFN Notes (or portion thereof) other than through the issuance of Commercial Paper Notes, a rate equal to the Liquidity Funding Rate for such Interest Period or portion thereof;
provided, however, that during the Amortization Period, the Thunder Bay Funding Rate shall be the rate determined pursuant to clause (A) or clause (B) above, as applicable, plus the Amortization Rate; provided further, that if an Event of Default has occurred and is continuing, then the Thunder Bay Funding Rate shall be the rate determined pursuant to clause (A) or clause (B) above, as applicable, plus the sum of (1) the Amortization Rate and (2) the Default Rate.
“Thunder Bay Liquidity Asset Purchase Agreement” shall mean the liquidity asset purchase agreement dated as of the date hereof among Thunder Bay, the Thunder Bay Managing Agent and each of the Thunder Bay Purchasers signatory thereto, as the same may from time to time be amended, restated, supplemented or otherwise modified.
“Thunder Bay Managing Agent” shall mean the Managing Agent for the Thunder Bay Owners identified on the signature pages hereto, together with its successors and assigns.
“Thunder Bay Note” shall mean the Series 2017-VFN Note representing the Ownership Tranche of the Series 2017-VFN Notes funded from time to time by the Thunder Bay Managing Agent for the benefit of the applicable Thunder Bay Owners pursuant to this Agreement.
“Thunder Bay Owners” shall mean the Thunder Bay Managing Agent, Thunder Bay, each assignee of Thunder Bay which is a RIC and the Thunder Bay Purchasers and any assignee thereof chosen by the Thunder Bay Managing Agent with the consent of the Transferor, which consent shall not be unreasonably withheld.
“Thunder Bay Pooled CP Rate” shall mean, for any day during any Interest Period, the per annum rate equivalent to the weighted average of the per annum rates paid or payable by Thunder Bay from time to time as interest on or otherwise (by means of interest rate hedges or otherwise taking into consideration any incremental carrying costs associated with short-term promissory notes issued by Thunder Bay maturing on dates other than those certain dates on which Thunder Bay is to receive funds) in respect of the promissory notes issued by Thunder Bay that are allocated, in whole or in part, by the Managing Agent (on behalf of Thunder Bay) to fund or maintain any Series 2017-VFN Notes during such period, as determined by the Managing Agent (on behalf of Thunder Bay) and reported to the Transferor, which rates shall reflect and give effect to (1) the commissions of placement agents and dealers in respect of such promissory notes, to the extent such commissions are allocated, in whole or in part, to such promissory notes by the Managing Agent (on behalf of Thunder Bay) and (2) other borrowings by Thunder Bay, including, without limitation, borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market; provided, however, that if any component of such rate is a discount rate, in calculating the Thunder Bay Pooled CP Rate, the Managing Agent shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum.
“Thunder Bay Purchasers” shall mean each of the purchasers party to the Thunder Bay Liquidity Asset Purchase Agreement and any other Conduit Support Provider related to Thunder Bay.
“Thunder Bay Tranche” shall mean the Ownership Tranche funded from time to time by the Thunder Bay Managing Agent for the benefit of the applicable Thunder Bay Owners pursuant to this Agreement.
“Tranche Invested Amount” shall mean, at any time as to any Series 2017-VFN Note and any Ownership Tranche, that portion of the Note Principal Balance allocated to the Series 2017-VFN Note representing that Ownership Tranche.
“Tranche Period” shall mean a specified period during which an Ownership Tranche will accrue interest by reference to a component of a Note Rate, including the Benchmark Rate (or the correlative rate based on the then-current Benchmark), the Prime Rate or a Federal Funds Effective Rate.
“Transaction” shall have the meaning specified in Section 7.3(b) of this Agreement.
“Transfer” shall have the meaning specified in Section 6.1(c) of this Agreement.
“Transfer Supplement” shall have the meaning specified in Section 6.1(e) of this Agreement.



“Transferee” shall have the meaning specified in Section 6.1(c) of this Agreement.
“Unadjusted Benchmark Replacement” shall mean the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
“Upfront Fee” with respect to any Ownership Group, shall have the meaning specified in the applicable Fee Letter.
“U.S. Government Securities Business Day” shall mean any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
“USCC” shall have the meaning specified in the preamble to this Agreement.
“USCC Services” shall have the meaning specified in the preamble to this Agreement.
“VFN Maximum Principal Amount” shall mean, with respect to any date of determination, the Facility Limit on such date.
“VFN Maximum Principal Amount Increase Notice” shall have the meaning specified in Section 2.2(b).
“VFN Non-Use Fee” shall have the meaning specified in Section 2.3(c).
“VFN Non-Use Fee Rate” shall mean, with respect to any Ownership Group, any Series 2017-VFN Note and any Interest Period, the per annum rate specified as such in the applicable Fee Letter for such Ownership Group.
“Volcker Rule” shall have the meaning specified in Section 4.1(i) of this Agreement.
“written” or “in writing” (and other variations thereof) shall mean any form of written communication or a communication by means of facsimile or electronic mail.
SECTION 1.2    Other Definitional Provisions.
(a)    Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings as set forth herein when used in any certificate or other document made or delivered pursuant hereto.
(b)    The words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, subsection and Exhibit references are to this Agreement, unless otherwise specified. The words “including” and “include” shall be deemed to be followed by the words “without limitation.”
ARTICLE II
TERMS OF THE SERIES 2017-VFN NOTES
SECTION 2.1    Issuance of Series 2017-VFN Notes; Note Principal Balance Increases; Note Principal Balance Reductions.
(a)    On the terms and subject to the conditions set forth in the 2017 Agreement, the Series 2017-VFN Supplement and the other Transaction Documents, and in reliance on the covenants, representations, warranties and agreements set forth herein and therein, as applicable, the Issuer has offered to each Managing Agent, on behalf of its respective Ownership Group, and each Managing Agent, on behalf of its respective Ownership Group, has funded a variable funding loan evidenced by the Series 2017-VFN Notes.
(b)    [Reserved].
(c)    [Reserved].
(d)    [Reserved].
(e)    Subject to the terms and conditions set forth in this Agreement and the Transaction Documents, on any Business Day during the Revolving Period, the Issuer may in its discretion request a Note Principal Balance Increase from the Owners by delivering to each Managing Agent and the Administrative Agent, a Funding Notice by 12:00 p.m. New York City time at least three (3) Business Days prior to the applicable requested Increase Date, provided, that as of the applicable Funding Date, each of the following conditions is satisfied:
(i)    after giving effect to such Note Principal Balance Increase, (A) the Note Principal Balance shall not exceed the VFN Maximum Principal Amount at such time; (B) the Ownership Group Share of the Note Principal Balance funded by each Ownership Group shall not exceed its respective Commitment; and (C) the portion of the Note Principal Balance funded by any Committed Purchaser shall not exceed its Adjusted Commitment;



(ii)    the Funding Notice shall (x) specify: (A) the proposed date of such Note Principal Balance Increase, which date shall be a Business Day occurring no earlier than the third (3rd) Business Day after the date of such Funding Notice, (B) the amount of such Note Principal Balance Increase (which shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $100,000 in excess thereof, and (C) the bank account to which the funds from such Note Principal Balance Increase should be sent and (y) have been received by the Managing Agents and the Administrative Agent not later than 12:00 p.m. on the third (3rd) Business Day prior to the proposed date of the requested Note Principal Balance Increases;
(iii)    there shall be no more than two (2) requests for Note Principal Balance Increases by the Issuer during any calendar week; and
(iv)    each funding of a Note Principal Balance Increase hereunder shall be funded by the Ownership Groups ratably in accordance with the Ownership Group Shares of the amount of the requested Note Principal Balance Increase.
(f)    Subject to the terms and conditions set forth in this Agreement (including Section 3.2 hereof) and the other Transaction Documents, on each Funding Date, the Conduit Purchasers in each Ownership Group, acting through the related Managing Agent, may (but are not committed to) at the request of the Issuer pursuant to a Funding Notice, fund such Ownership Group’s Ownership Group Share of any requested Note Principal Balance Increase in amounts to be allocated among such Conduit Purchasers by the related Managing Agent. If any Conduit Purchaser chooses at any time not to fund its portion of such Ownership Group’s Ownership Group Share of any Note Principal Balance Increase when requested by the Issuer, on the applicable Funding Date, the related Committed Purchasers, acting through the related Managing Agent, shall, subject to the conditions set forth in Section 3.2 hereof, fund their respective Committed Percentages of such Note Principal Balance Increase. Each funding of an Ownership Group’s Ownership Group Share of Note Principal Balance Increase shall be paid by the related Owners to an account designated by the related Managing Agent. Each funding of a Note Principal Balance Increase by the Owners hereunder shall represent an increase in the Note Principal Balance by an equal amount. Each Managing Agent shall provide prompt notice to the Issuer and each other Managing Agent if any Conduit Purchaser in its Ownership Group elects not to fund its Ownership Group’s Ownership Group Share of any requested Note Principal Balance Increase.
(g)    Amounts due in respect of each Note Principal Balance Increase shall be transmitted by the respective Managing Agents for payment not later than 1:00 p.m. New York City time on the applicable Increase Date by wire transfer of immediately available funds to the Transferor’s account no. 4507149870 maintained at Wells Fargo Bank, N.A. (ABA #121000248) (or such other account as may from time to time be specified by the Issuer in a notice to the applicable Managing Agent); provided, however, that notwithstanding anything to the contrary herein, at any time after the Issuer delivers a Funding Notice pursuant to this Section 2.1, a Managing Agent that is part of a Delayed Funding Ownership Group may notify the Issuer in writing, not later than 10:00 a.m. New York City time on the Business Day immediately preceding the proposed Increase Date (a “Delayed Funding Notice”), of its intention to fund all or any portion of the amount of the related Note Principal Balance Increase on a date that is on or before the Delayed Funding Date with respect to such Funding Notice rather than on the requested Increase Date. In the event a Managing Agent delivers the notice described in the preceding sentence, the Issuer may at any time without penalty revoke, in whole or in part, the Note Principal Balance Increase set forth in the related Funding Notice.
(h)    In the event that one or more Delayed Funding Ownership Groups timely delivers a Delayed Funding Notice with respect to any portion of the amount of the Note Principal Balance Increase requested on the proposed Increase Date (a “Delayed Funding Amount”), the Issuer shall promptly notify the Managing Agents of each other Ownership Group that has not given timely notice of a Delayed Funding Amount (each, a “Non-Delaying Ownership Group”) that the amount of its Note Principal Balance Increase on the related Increase Date is being increased to accommodate a Delayed Funding Amount, which notice shall specify the amount of such increase (such notice, a “Supplemental Advance Notice”). Each such Non-Delaying Ownership Group shall increase the amount of its respective Note Principal Balance Increase to be made by it on the related Increase Date by the amount specified in the Supplemental Advance Notice, which amounts shall be allocated among each Non-Delaying Ownership Group pro rata based on its respective unused Commitment, up to the Delayed Funding Amount, but not in excess of the unused portion of its respective Commitment. Notwithstanding any other provision to the contrary in any Transaction Documents (including, without limitation, Section 2.1(i) of this Agreement), in the event there is any Note Principal Balance Reduction or other repayment of principal prior to the funding of a Delayed Funding Amount by a Delayed Funding Ownership Group, the amount of such repayment shall be allocated first to the Non-Delaying Ownership Groups that increased the amount funded by them pro rata on the basis of the amount funded by such Non-Delaying Ownership Groups until such amount is repaid in full, and then pro rata among all Ownership Groups to reduce the Note Principal Balance of the Series 2017-VFN Note held by each Ownership Group, and the amount requested under the applicable Funding Notice and the Delayed Funding Amount for each Delayed Funding Ownership Group shall be deemed to be reduced by the amount of such payment, pro rata on the basis of their respective Delayed Funding Amounts. Upon the funding of any Delayed Funding Amount by a Delayed Funding Ownership Group, such amount shall be allocated and paid by the Issuer to the applicable Non-Delaying Ownership Groups on the Delayed Funding Date on the basis of the amount of the Delayed Funding Amount funded by such Non-Delaying Ownership Groups that remains unpaid (after giving effect to any Note Principal Balance Reductions or other payments of principal during such delayed funding period), until such amount is repaid in full.
(i)    Subject to the terms and conditions set forth herein and in the other Transaction Documents, on any Business Day during the Revolving Period, the Issuer shall have the right to reduce the Note Principal Balance (each such reduction, a “Note Principal Balance Reduction”) by at least $250,000 or an integral multiple of $50,000 in excess thereof; provided, that (i) on such Business Day and immediately after giving effect thereto, no Default, Event of Default, Amortization Event, Potential Amortization Event, Servicer Default or Potential Servicer Default shall exist; (ii) the Issuer shall give prior written notice to the Managing Agents, the Administrative Agent and the Indenture Trustee in respect of such Note Principal Balance Reduction at least three (3) Business Days prior to the date of such proposed Note Principal Balance Reduction; (iii) such Note Principal Balance Reduction shall be applied to reduce the Note Principal Balance of the Series 2017-VFN Note held by each Ownership Group ratably in accordance with its Ownership Group Share and (iv) the Issuer shall pay to the Managing Agents (for the account of the Owners in the related Ownership Group), the amount of any Breakage Costs incurred by the Owners in connection with such Note Principal Balance Reduction in accordance with Section 2.6(e) of this Agreement.
(j)    On the Termination Date, the Commitments of all Owners shall automatically, without further action on the part of any Person, terminate.



SECTION 2.2    Reduction, Increase and Extension of Commitments.
(a)    The Issuer may at any time, upon at least thirty (30) days’ prior written notice to each Managing Agent and the Administrative Agent, with a copy to the Indenture Trustee, reduce in part the VFN Maximum Principal Amount or the unused Commitment (but not below the related outstanding Note Principal Balance of the Series 2017-VFN Note for any Ownership Group at such time); provided, however, that each partial reduction shall (i) be in an amount equal to $10,000,000 or any integral multiples of $1,000,000 in excess thereof and (ii) reduce each Commitment hereunder ratably in accordance with the respective Ownership Group’s Ownership Group Share of such reduction to the VFN Maximum Principal Amount. Notwithstanding the preceding sentence, the Issuer may at any time terminate in whole the VFN Maximum Principal Amount and the Facility Limit, upon (1) at least ten (10) Business Days’ prior written notice to each Managing Agent and the Administrative Agent, with a copy to the Indenture Trustee, which notice shall specify the proposed payment date of such termination; and (2) payment in full of (A) the Note Principal Balance of the Series 2017-VFN Notes, (B) any accrued and unpaid Monthly Interest, Breakage Costs, Additional Amounts and VFN Non-Use Fees due to the Series 2017-VFN Noteholders through the date of termination, and (C) payment in full of any other amounts payable to the Series 2017-VFN Noteholders pursuant to this Agreement or the other Transaction Documents.
(b)    The Issuer may, from time to time upon at least thirty (30) days’ prior written notice to each Managing Agent and the Administrative Agent (or such shorter period as shall be approved by the Administrative Agent and the Managing Agents of the Ownership Groups increasing their commitments), request an increase to the VFN Maximum Principal Amount. Each such notice shall be in a form reasonably acceptable to the Administrative Agent (each a “VFN Maximum Principal Amount Increase Notice”) and shall specify (i) the proposed date such increase shall become effective, (ii) the proposed amount of such increase, which amount shall be at least $25,000,000 or an integral multiple of $5,000,000 in excess thereof; (iii) the identity of the Ownership Group(s) (and members thereof) whose Commitment(s) will be increased in connection therewith; (iv) the identity of all Owners in such Ownership Group and the amount of their respective Commitments after giving effect to such increase in the VFN Maximum Principal Amount; and (v) a recalculation of the Ownership Group Shares which will become effective upon such increase in the VFN Maximum Principal Amount. No such increase shall become effective unless and until (A) the Commitments of the Owners in one or more existing Ownership Groups have been increased by the amount of such increase in the VFN Maximum Principal Amount (or a portion thereof, if such increase is accomplished by a combination of means pursuant to clause (D) below), as evidenced by an agreement in writing executed by the Issuer, the Servicer, the Committed Purchasers and the Managing Agents for such increasing Ownership Groups, (B) one or more additional Ownership Groups have become parties to this Agreement by executing a joinder agreement in form and substance reasonably acceptable to the Series 2017-VFN Controlling Holders and the Issuer, which new Ownership Groups have Commitments equal to the amount of such increase in the VFN Maximum Principal Amount (or a portion thereof, if such increase is accomplished by a combination of means pursuant to clause (D) below), (C) the available commitments of the Conduit Support Providers hereunder or under the applicable Conduit Support Documents of the applicable Conduit Purchasers are increased as necessary to maintain the then-current ratings of such Conduit Purchaser’s Commercial Paper Notes, or (D) a combination of the foregoing. Notwithstanding anything to the contrary set forth herein, nothing contained in this Agreement shall constitute a commitment or obligation on the part of any Owner to increase its Commitment hereunder.
(c)    The Issuer may, at any time during the period which is no more than sixty (60) days or less than forty-five (45) days immediately preceding the Scheduled Commitment Termination Date (as such Scheduled Commitment Termination Date may have previously been extended pursuant to this Section 2.2), request that the then-applicable Scheduled Commitment Termination Date (the “Existing Scheduled Commitment Termination Date”) be extended for an additional period of up to 364 days. Any such request shall be in writing and delivered to each Managing Agent, and shall be subject to the following conditions: (a) none of the Owners shall have any obligation to extend the Existing Scheduled Commitment Termination Date at any time, and (b) any such extension shall be effective with respect to any Ownership Group only upon the written agreement of the Managing Agent, each Committed Purchaser in such Ownership Group, the Issuer and the Servicer. Each Managing Agent will (on behalf of the related Committed Purchasers) respond to any such request by providing a response to the Issuer, the Servicer and each other Managing Agent not later than fifteen (15) days prior to the Existing Scheduled Commitment Termination Date, provided, that a failure by any Managing Agent to respond on or before the fifteenth (15th) day prior to the Existing Scheduled Commitment Termination Date shall be deemed to be a rejection of the requested extension. On the fifteenth (15th) day prior to the Existing Scheduled Commitment Termination Date, the Issuer will notify each Managing Agent in writing which Ownership Groups, if any, have elected to extend the Existing Scheduled Commitment Termination Date for an additional period. Notwithstanding the foregoing, no agreement to an extension with respect to any Conduit Purchaser shall be effective unless the available commitments of the Conduit Support Providers under the applicable Conduit Support Documents and the credit and/or liquidity coverage committed under the program-wide credit and/or liquidity facilities for the commercial paper program of their respective Conduit Purchaser will continue to be in effect after such extension in the aggregate amounts, and for the period of time, necessary to maintain the then-current ratings of the respective Conduit Purchaser’s Commercial Paper Notes.
(d)    If the Issuer requests the Managing Agents to extend the Scheduled Commitment Termination Date pursuant to Section 2.2(c), and some but less than all of the Managing Agents consent to such extension, then the Issuer may arrange for an assignment to one or more financial institutions of all the rights and obligations hereunder of each such non-renewing Managing Agent in accordance with the terms hereof; provided, however, that any such assignment must result in the payment in full of all amounts then payable to each such non-renewing Managing Agent and each member of its related Ownership Group (each, a “Non-Renewing Ownership Group”). Any such assignment shall become effective on the Existing Scheduled Commitment Termination Date. Each Managing Agent for a Non-Renewing Ownership Group, and each member of such Non-Renewing Ownership Group, shall cooperate fully with the Issuer in effectuating any such assignment.
(e)    If the Issuer requests the Managing Agents to extend the Scheduled Commitment Termination Date pursuant to Section 2.2(c), and some but less than all of the Managing Agents consent to such renewal, and if none or less than all the Commitments of the Managing Agents for the Non-Renewing Ownership Groups are assigned as provided hereunder, then:
(i)    the extended Scheduled Commitment Termination Date shall be effective with respect to the renewing Ownership Groups only;
(ii)    the Commitments of all Non-Renewing Ownership Groups shall expire on the Existing Scheduled Commitment Termination Date;



(iii)    this Agreement and the Commitments of the renewing Ownership Groups shall remain in effect in accordance with their terms notwithstanding the expiration of the Commitments of the Non-Renewing Ownership Groups; and
(iv)    an Amortization Period shall commence with respect to the portion of the Series 2017-VFN Notes allocated to any Non-Renewing Ownership Group and Available Funds shall be applied in respect thereof as provided in Section 4.2(e) of the Series 2017-VFN Supplement.
When the principal amount of the Ownership Tranche of any Non-Renewing Ownership Group has been reduced to zero and all accrued interest allocable thereto and all other amounts owing to such Ownership Group hereunder shall have been paid in full, then the members of such Ownership Group shall cease to be parties to this Agreement for any purpose.
(f)    If the Issuer requests the Managing Agents to extend the Scheduled Commitment Termination Date and none of the Managing Agents consent to such renewal, then:
(i)    the original Scheduled Commitment Termination Date shall remain in effect; and
(ii)    the Amortization Period shall commence as of the Existing Scheduled Commitment Termination Date.
SECTION 2.3    Interest, Fees, Expenses, Payments, Etc.
(a)    Each Owner’s Percentage Interest of the Note Principal Balance of its Ownership Group’s Series 2017-VFN Note shall bear interest for each Interest Period at a rate per annum equal to the Note Rate applicable to such Owner. The amount of monthly interest (“Monthly Interest”) distributable with respect to the Series 2017-VFN Notes on any Payment Date, shall be an amount equal to the aggregate sum for each Owner during the related Interest Period of (i) the product of (x) the Note Rate for such Ownership Group, (y) the average daily Note Principal Balance of the related Ownership Group during the preceding Interest Period and (z) a fraction, the numerator of which is the actual number of days elapsed in the related Interest Period and the denominator of which is 360 and (ii) the total accrued and unpaid VFN Non-Use Fee for the related Ownership Tranche for the preceding Interest Period; provided, however, that when calculating the Note Rate for any Ownership Group by reference to the then-current Benchmark, in the event the then-current Benchmark would be a rate less than zero percent per annum, such rate shall be rounded up to zero percent per annum. On the Determination Date preceding each Payment Date, the Servicer shall determine the excess, if any (the “Monthly Interest Shortfall”), of (x) the aggregate Monthly Interest for the Interest Period applicable to such Payment Date over (y) the amount which will be available to be distributed to Series 2017-VFN Noteholders on such Payment Date in respect thereof pursuant to the Series 2017-VFN Supplement. If the Monthly Interest Shortfall with respect to any Payment Date is greater than zero, an additional amount (“Monthly Additional Interest”) equal to the product of (i) the Note Rate for the Interest Period commencing on the related Payment Date (or, for subsequent Interest Periods, the Note Rate for such subsequent Interest Period), (ii) such Monthly Interest Shortfall (or the portion thereof which has not been paid to Series 2017-VFN Noteholders) and (iii) a fraction, the numerator of which is the amount of days elapsed in such Interest Period (or in a subsequent Interest Period) until such amount is paid, and the denominator of which is 360, shall be payable as provided in the Series 2017-VFN Supplement with respect to the Series 2017-VFN Notes on each Payment Date following such Payment Date to and including the date on which such Monthly Interest Shortfall is paid to Series 2017-VFN Noteholders. Notwithstanding anything to the contrary herein or in the Series 2017-VFN Supplement, Monthly Additional Interest shall be payable or distributed to Series 2017-VFN Noteholders only to the extent permitted by applicable law.
(b)    The Note Principal Balance of each Series 2017-VFN Note shall be paid as provided in the Series 2017-VFN Supplement. Monthly Interest for each Interest Period shall be due and payable on each Payment Date as provided in the Series 2017-VFN Supplement. Each Managing Agent shall allocate payments in reduction of the Note Principal Balance of the Series 2017-VFN Note held by it to the Owners in the related Ownership Group pro rata based on their respective Percentage Interests. Each Managing Agent shall allocate payments of interest in respect of the Note Principal Balance of the Series 2017-VFN Note held by it to Owners in the related Ownership Group based upon the respective amounts of interest due and payable to them (calculated at the applicable Note Rate), determined as provided in this Section 2.3.
(c)    On the 20222023 Amendment Closing Date, the Transferor shall pay to each Managing Agent, for the account of the Owners in the related Ownership Group, the Upfront Fee. On each Payment Date, the Issuer shall pay to each Managing Agent (as a portion of the Monthly Interest payable on such Payment Date), for the account of the Owners in the related Ownership Group, a fee equal to the product of (i) the VFN Non-Use Fee Rate applicable to the immediately preceding Interest Period (or portion thereof) and (ii) an amount equal to the excess (if any) of (A) the daily weighted average Commitment for such Ownership Group as in effect from time to time during the immediately preceding Interest Period (or portion thereof) over (B) the daily weighted average Note Principal Balance of the Series 2017-VFN Note held by such Ownership Group during the immediately preceding Interest Period (or portion thereof) (the “VFN Non-Use Fee”).
(d)    Any interest, fees or other amounts due and payable hereunder (without regard to any limitations set forth herein on the sources from which such amount may be paid) which are not paid on the due date thereof (including Monthly Interest payable pursuant to clause (b) and fees payable pursuant to clause (c)) shall accrue interest (after as well as before judgment) at the applicable Note Rate from time to time in effect from and including the due date thereof to but excluding the date such amount is actually paid.
(e)    Unless otherwise specified in this Agreement, interest calculated by reference to the Commercial Paper Rate or the Benchmark Rate (or the correlative rate based on the then-current Benchmark) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated by reference to the Prime Rate or the Federal Funds Effective Rate shall be calculated on the basis of a 365 or 366 day year, as applicable, for the actual days elapsed. Periodic fees or other periodic amounts payable hereunder shall be calculated, unless otherwise specified in this Agreement or the applicable Fee Letter, on the basis of a 360 day year and for the actual days elapsed.



(f)    All payments to be made hereunder or under the Indenture, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 p.m., New York City time, on the due date thereof to the Administrative Agent or the applicable Managing Agent, as the case may be, at its account specified by the Administrative Agent or such Managing Agent on Schedule I hereto or otherwise specified from time to time, in U.S. dollars and in immediately available funds. Payments received by such Managing Agent after 12:00 p.m., New York City time, shall be deemed to have been made on the next Business Day, unless otherwise agreed to by such Managing Agent. Notwithstanding anything herein to the contrary, if any payment due hereunder becomes due and payable on a day other than a Business Day, the payment date thereof shall be extended to the next succeeding Business Day and interest shall accrue thereon at the applicable rate during such extension. To the extent that (i) the Issuer, the Indenture Trustee or the Servicer makes a payment to the Administrative Agent or a Managing Agent or Owner or (ii) the Administrative Agent or a Managing Agent or Owner receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy or insolvency law, state or federal law, common law, or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the Administrative Agent or such Managing Agent or Owner, as the case may be.
(g)    At or before 4:00 p.m., New York City time, on the second Business Day following the last day of each Interest Period (the “Note Rate Determination Date”), each Managing Agent shall notify the Servicer, the Administrative Agent, the Indenture Trustee and the Issuer of (i) the Note Rate for such Managing Agent’s related Ownership Group for the related Interest Period (or portion thereof), and (ii) if applicable, the date on which the Liquidity Funding Rate became applicable to the Percentage Interest of the Note Principal Balance or a portion thereof held by an Owner in the related Ownership Group. Such notification may be based on such Managing Agent’s determination of the Note Rate (and each component thereof) for such immediately preceding Interest Period.
SECTION 2.4    Requirements of Law.
(a)    In the event that any Owner shall have reasonably determined that any Regulatory Change shall result in (i) any fee, expense or increased cost charged to, incurred or otherwise suffered by such Owner, (ii) the imposition or modification of any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, such Owner, (iii) a reduction in the rate of return on such Owner’s capital or reduction in the amount of any sum received or receivable by such Owner or (iv) an internal capital charge or other imputed cost determined by such Owner to be allocable to the Issuer or the transactions contemplated in this Agreement in connection therewith, and the result of any of the foregoing is to increase the cost to such Owner, by an amount which such Owner in good faith deems to be material, of maintaining its Commitment or its interest in the Series 2017-VFN Notes or to reduce any amount receivable in respect thereof, then, in any such case, after submission by such Owner to the Managing Agent for its Ownership Group, if applicable, of a written request therefor and the submission by such Managing Agent to the Issuer, the Administrative Agent and the Servicer of such written request therefor, the Issuer shall pay, in accordance with the priorities set forth in the Series 2017-VFN Supplement, to such Managing Agent for the account of such Owner, any additional amounts necessary to compensate such Owner for such increased cost or reduced amount receivable, to the extent not already reflected in the applicable interest rate, from the Payment Date following receipt by the Issuer of such request for compensation under this Section 2.4(a) of this Agreement, if such request is received by the Issuer at least five Business Days prior to such Payment Date, and otherwise from the following Payment Date, until payment in full thereof (after as well as before judgment).
(b)    In the event that any Owner shall have reasonably determined that any Regulatory Change has or would have the effect of reducing the rate of return on such Owner’s capital or on the capital of any Person controlling any Owner as a consequence of its obligations hereunder or its maintenance of its Commitment or its interest in the Series 2017-VFN Notes to a level below that which such Owner, or such Person could have achieved but for such Regulatory Change (taking into consideration such Owner’s or such Person’s policies with respect to capital adequacy) by an amount in good faith deemed by such Owner or such Person to be material, then, from time to time, after submission by such Owner to the Managing Agent for its Ownership Group, if applicable, of a written request therefore and submission by such Managing Agent to the Issuer, the Administrative Agent and the Servicer of such written request therefor, the Issuer shall pay to such Managing Agent for the account of such Owner such additional amount or amounts as will compensate such Owner or such Person, as applicable, for such reduction, from the Payment Date following receipt by the Issuer of such request for compensation under this Section 2.4(b), if such request is received by the Issuer at least five (5) Business Days prior to such Payment Date, and otherwise from the following Payment Date, until payment in full thereof (after as well as before judgment). Nothing in this Section 2.4(b) shall be deemed to require the Issuer to pay any amount to an Owner to the extent such Owner has been compensated therefor under another provision of this Agreement or to the extent such amount is already reflected in the applicable interest rate.
(c)    Each Owner claiming increased amounts described in Section 2.4(a) or 2.4(b) of this Agreement will prepare and, if applicable, furnish to the Managing Agent for its Ownership Group (together with its request for compensation), a certificate prepared in good faith setting forth the basis and the calculation of the amount (in reasonable detail) of each request by such Owner for any such increased amounts or reductions referred to in Section 2.4(a) or 2.4(b) hereof. Any such certificate shall be conclusive absent manifest error, and such Managing Agent shall deliver a copy thereof to the Issuer, the Administrative Agent and the Servicer. Any failure on the part of any Owner to demand compensation for any amount pursuant to Section 2.4(a) or 2.4(b) hereof with respect to any period shall not constitute a waiver of such Owner’s right to demand compensation with respect to such period.



SECTION 2.5    Taxes.
(a)    All payments made to the Owners, the Managing Agents or the Administrative Agent under this Agreement and the Indenture (including all amounts payable with respect to the Series 2017-VFN Notes) shall, to the extent allowed by law, be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (collectively, “Taxes”), excluding (i) income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Owner, Participant, Managing Agent or the Administrative Agent (as the case may be) or the gross receipts or income of such Owner, Participant, Managing Agent or the Administrative Agent, as the case may be; (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Managing Agent or the Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Managing Agent or the Administrative Agent, as applicable; (iii) any Taxes imposed as a result of a change by any Owner or Participant of its Investing Office (other than changes required by law); and (iv) any U.S. federal withholding Taxes imposed under FATCA (all such excluded taxes being hereinafter called “Excluded Taxes”). If, as a result of any change in law, treaty or regulation or in the interpretation or administration thereof by any governmental or regulatory agency or body charged with the administration or interpretation thereof, or the adoption of any law, treaty or regulation, any Taxes, other than Excluded Taxes (all such changes being hereinafter called “Specified Tax Changes”), are required to be withheld from any amounts payable to an Owner or Managing Agent or the Administrative Agent hereunder or under the Indenture, then, after submission by any Owner to the Managing Agent for its Ownership Group (in the case of an amount payable to an Owner) and by any Managing Agent or the Administrative Agent to the Issuer and the Servicer of a written request therefor, the amounts so payable to such Owner or Managing Agent or the Administrative Agent, as applicable, shall be increased by the Issuer, and the Issuer shall pay, in accordance with the priorities set forth in the Series 2017-VFN Supplement, to the applicable Managing Agent for the account of such Owner or for its own account or to the Administrative Agent, as applicable, the amount of such increase to the extent necessary to yield to such Owner or Managing Agent or the Administrative Agent, as applicable (after payment of all such Taxes) interest or any such other amounts payable hereunder or thereunder at the rates or in the amounts specified in this Agreement and the Indenture; provided, however, that the amounts so payable to such Owner or Managing Agent or the Administrative Agent shall not be increased pursuant to this Section 2.5(a) if such requirement to withhold results from the failure of such Person to comply with Section 2.5(c) hereof. Whenever any Taxes are payable on or with respect to amounts distributed to an Owner or Managing Agent or the Administrative Agent, as promptly as possible thereafter the Servicer shall send to the Managing Agent, on behalf of such Owner, or to such Managing Agent or the Administrative Agent, as applicable, a certified copy of an original official receipt showing payment thereof. If the Issuer fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Managing Agent, on behalf of itself or such Owner, or to such Managing Agent or the Administrative Agent, as applicable, the required receipts or other required documentary evidence, the Issuer shall promptly pay to such Managing Agent on behalf of such Owner or to such Managing Agent or the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner or Managing Agent or the Administrative Agent, as applicable, as a result of any such failure.
(b)    An Owner claiming increased amounts under Section 2.5(a) hereof for Taxes paid or payable by such Owner will furnish to the applicable Managing Agent a certificate prepared in good faith setting forth the basis and amount of each request by such Owner for such Taxes, and such Managing Agent shall deliver a copy thereof to the Issuer, the Administrative Agent and the Servicer. A Managing Agent or the Administrative Agent claiming increased amounts under Section 2.5(a) hereof for its own account for Taxes paid or payable by such Managing Agent or the Administrative Agent, as applicable, will furnish to the Issuer and the Servicer a certificate prepared in good faith setting forth the basis and amount of each request by the Managing Agent or the Administrative Agent for such Taxes. Any such certificate of an Owner or Managing Agent or the Administrative Agent shall be conclusive absent manifest error. Failure on the part of any Owner or Managing Agent or the Administrative Agent to demand additional amounts pursuant to Section 2.5(a) of this Agreement with respect to any period shall not constitute a waiver of the right of such Owner or Managing Agent or the Administrative Agent, as the case may be, to demand compensation with respect to such period. All such amounts shall be due and payable to such Managing Agent on behalf of such Owner or to such Managing Agent or the Administrative Agent for its own account, as the case may be, on the Payment Date following receipt by the Issuer of such certificate, if such certificate is received by the Issuer at least five (5) Business Days prior to the Determination Date related to such Payment Date and otherwise shall be due and payable on the following Payment Date (or, if earlier, on the Series 2017-VFN Stated Maturity Date).
(c)    Each Owner and each Participant holding an interest in Series 2017-VFN Notes agrees that prior to the date on which the first interest or fee payment hereunder is due thereto, it will deliver to the Issuer, the Servicer, the Indenture Trustee, the applicable Managing Agent and the Administrative Agent (i) (x) if such Owner or Participant is not a “United States person” as defined in Section 7701(a)(30) of the Code, two duly completed copies of the U.S. Internal Revenue Service Form W-8ECI, Form W-8BEN claiming treaty benefits, Form W-8BEN-E, Form W-8IMY or Form W-8EXP, or successor applicable forms required to evidence that the Owner or Participant is entitled to receive payments under this Agreement and with respect to the Series 2017-VFN Notes without deduction or withholding of any United States federal income taxes, or (y) if such Owner or Participant is a “United States person,” a duly completed U.S. Internal Revenue Service Form W-9 or successor applicable or required forms, and (ii) such other forms and information as may be required to confirm the availability of any applicable exemption from United States federal, state or local withholding and backup withholding taxes. Each Owner or Participant holding an interest in Series 2017-VFN Notes also agrees to deliver to the Issuer, the Servicer, the Indenture Trustee, the applicable Managing Agent and the Administrative Agent two further copies of such Form W-8ECI, Form W-8BEN, Form W-8BEN-E, Form W-8IMY or Form W-8EXP or Form W-9, as applicable, or such successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it hereunder, and such extensions or renewals thereof as may reasonably be requested by the Servicer, the Indenture Trustee, the Issuer, a Managing Agent or the Administrative Agent, unless in any such case, solely as a result of a change in treaty, law or regulation occurring prior to the date on which any such delivery would otherwise be required, the Owner is no longer eligible to deliver the then-applicable form set forth above and so advises the Servicer, the Indenture Trustee, the Issuer, the applicable Managing Agent and the Administrative Agent.



(d)    If a payment made to a recipient hereunder would be subject to U.S. federal withholding tax imposed by FATCA if such recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such recipient shall deliver to the Issuer, the Servicer, the Indenture Trustee, the applicable Managing Agent and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by such persons such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Issuer, the Servicer, the Indenture Trustee, the applicable Managing Agent and the Administrative Agent as may be necessary for such persons to comply with their obligations under FATCA and to determine that such recipient has complied with such recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.
SECTION 2.6    Indemnification.
(a)    The Issuer hereby agrees, subject to the terms of the Series 2017-VFN Supplement, to indemnify (and pay to) the Administrative Agent, each Managing Agent, each Conduit Trustee, each Collateral Agent and each Owner, and their respective officers, directors, employees, stockholders, members, agents, representatives, assignees, successors, and affiliates (each an “Indemnified Party”) from and against any and all damages, losses, claims, liabilities, costs, expenses and for all other amounts payable, including reasonable accountants’ and attorneys’ fees (which attorneys may be employees of the applicable Indemnified Party or its assigns) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them, excluding (x) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (y) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or (z) Excluded Taxes relating to an Indemnified Amount solely in respect of Taxes, arising out of or as a result any of the following:
(i)    the failure of any Receivable reported by the Issuer as an Eligible Receivable to be an Eligible Receivable at the time of transfer to the Issuer;
(ii)    any representation or warranty made or deemed made by the Issuer (or any officers of the Issuer) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made;
(iii)    the failure by the Issuer to comply with any applicable Requirement of Law with respect to any Contract or Receivable;
(iv)    any failure of the Issuer to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document;
(v)    any products liability, personal injury or damage suit or other similar claim arising out of or in connection with products or services that are the subject of any Contract or any Receivable;
(vi)    any dispute, defense, claim or offset (other than the bankruptcy of an Obligor, unless the basis for any avoidance action, or any diminution in the claim related to any Receivable, during any bankruptcy proceeding relates to any action or omission on the part of the Issuer) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms);
(vii)    the commingling of Collections of Receivables at any time with other funds;
(viii)    any investigation, litigation or proceeding related to or arising from this Agreement or the other Transaction Documents, the transactions contemplated hereby and thereby, the transfer of the Receivables to the Issuer, or any other investigation, litigation or proceeding relating to the Issuer in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;
(ix)    any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune at the time of the transfer of such Receivable from the applicable Originator to the Seller, from the Seller to the Transferor, and from the Transferor to the Issuer, from civil and commercial law and suit;
(x)    any failure to vest and maintain vested in the Issuer, legal and equitable title to, and ownership of, the Receivables (and the Related Rights relating thereto), the Trust Assets and the Collections, free and clear of any Lien;
(xi)    the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to the Lien of the Indenture Trustee in the Collateral;
(xii)    the failure of the Transferor to receive reasonably equivalent value for the Receivables and Related Rights that it transfers to the Issuer;
(xiii)    any action or omission by the Issuer that reduces or impairs the rights of the Issuer or its assigns with respect to any Receivable or the ability to collect the principal balance of such Receivable;
(xiv)    any transfer under the Receivables Sale Agreement, the Receivables Purchase Agreement or the Transfer and Servicing Agreement being found to be void by a court of competent jurisdiction;



(xv)    the failure by the Issuer to pay when due any taxes owed by it, including, without limitation, sales, excise or personal property taxes;
(xvi)    any attempt by any Person to void any transfer hereunder based on the acts or omissions of the Issuer; or
(xvii)    the failure of the principal balance of any Receivable to equal the amount reported or represented by the Issuer as the principal balance of such Receivable.
(b)    The Servicer shall indemnify and hold harmless each Indemnified Party against Indemnified Amounts, as incurred (payable promptly upon written request), for or on account of or arising from or in connection with, or otherwise with respect to, any breach of any representation, warranty, covenant, agreement or other obligation of the Servicer set forth in this Agreement, the Transfer and Servicing Agreement or any other Transaction Document to which the Servicer is a party, or any breach of any representation or warranty set forth in any certificate or report of the Servicer delivered pursuant hereto or thereto; provided, however, that (i) the Servicer shall not be so required to indemnify any such Indemnified Party or otherwise be liable to any such Indemnified Party hereunder for any Indemnified Amounts incurred for or on account of or arising from or in connection with or otherwise with respect to any breach of a covenant set forth in the Transfer and Servicing Agreement a remedy for the breach of which is provided in Sections 2.05 of the Transfer and Servicing Agreement and (ii) the Servicer shall not be required to indemnify any Indemnified Party for (x) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (y) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or (z) Excluded Taxes.
(c)    Subject to paragraph (d) below, in order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by any Person against the Indemnified Party, such Indemnified Party must notify the Issuer or the Servicer, as applicable, of the claim made by a third party promptly after receipt by such Indemnified Party of written notice of such claim. Thereafter, the Indemnified Party shall deliver to the Issuer or the Servicer, as applicable, within a reasonable time after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such claim.
(d)    If any action or proceeding (including, without limitation, any governmental proceeding) is brought or asserted against any Indemnified Party in respect of which indemnity may be sought against the Issuer or the Servicer, as applicable, the Indemnified Party shall promptly notify the Issuer or the Servicer, as applicable, of the commencement of such action or proceeding; provided, however, that failure to notify the Issuer or the Servicer, as applicable, will not relieve the Issuer or the Servicer, as applicable, of any liability or obligation hereunder except to the extent it is materially prejudiced by such failure. Upon receipt of such notice, the Issuer or the Servicer, as applicable, may assume the defense of such action or proceeding, including the employment of counsel satisfactory to the Indemnified Parties in their reasonable judgment and the payment of all related expenses; provided that the Issuer or the Servicer, as applicable, admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in (but not control) the defense thereof, but the fees and expenses of such counsel shall be at its own expense unless (a) the Issuer or the Servicer, as applicable, shall have failed to assume or continue the defense of such action or proceeding, (b) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Party and the Issuer or the Servicer, as applicable, or another person or entity that may be entitled to indemnification from the Issuer or the Servicer, as applicable (by virtue of this Agreement or otherwise), and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Party which are different from or additional to those available to the Issuer or the Servicer, as applicable, or such other party or shall otherwise have reasonably determined the co-representation would present such counsel with a conflict of interest, or (c) the Issuer or the Servicer, as applicable, and the Indemnified Parties shall have mutually agreed to the retention of separate counsel. Anything contained in this Agreement to the contrary notwithstanding, neither the Issuer nor the Servicer shall be required or entitled to assume the defense of any part of a third party claim that specifically seeks an order, injunction or other equitable relief or relief for other than money damages against an Indemnified Party.
(e)    In the event that for any reason, (i) the basis for calculation of interest on any Conduit Purchaser’s Percentage Interest of the Note Principal Balance shall change from the Commercial Paper Rate to the Liquidity Funding Rate, (ii) any Owner receives any repayment of its share of the Note Principal Balance (x) that is on a date other than a Payment Date or (y) upon fewer than three (3) Business Days’ prior written notice, or (iii) the Issuer shall fail to borrow any Note Principal Balance Increase on the date specified in the related Funding Notice, then, in any such case the Issuer agrees to indemnify each affected Owner against, and to promptly pay directly to such Owner, subject to the terms of the Series 2017-VFN Supplement, the amount equal to the Breakage Costs with respect thereto. A statement setting forth in reasonable detail the calculations of any additional amounts payable pursuant to this Section, submitted by an Owner or Managing Agent or by the Administrative Agent, as the case may be, to the Issuer and the Servicer shall be conclusive absent manifest error.
SECTION 2.7    Expenses, Etc.
(a)    The Issuer agrees to pay to the Administrative Agent, each Managing Agent and each Owner, all reasonable costs and expenses, including, without limitation, the reasonable fees and out of pocket expenses of counsel, incurred by any of them in connection with (i) the preparation, execution, and delivery of this Agreement and each other Transaction Document, (ii) any amendments of, or waivers or consents under, this Agreement or the Transaction Documents, and (iii) the enforcement of this Agreement or any of the Transaction Documents, and the other documents delivered thereunder or in connection therewith.
(b)    The Issuer agrees to pay any and all reasonable fees and expenses (including, without limitation, rating agency fees and expenses and fees and expenses of counsel) incurred by any Conduit Purchaser or Committed Purchaser in connection with an investment in the Series 2017-VFN Notes and any and all stamp, transfer and other similar taxes (other than Excluded Taxes and Taxes covered by Section 2.5 hereof) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Transaction Documents and each related Support Facility, and agrees to hold each Owner and Managing Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.



SECTION 2.8    Benchmark Replacement Setting.
(a)    Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Transaction Document (and any Eligible Interest Rate Cap shall be deemed not to be a “Transaction Document” for purposes of this Section 2.8), upon the occurrence of a Benchmark Transition Event, the Administrative Agent and the Transferor (with the consent of the Managing Agents, which consent shall not be unreasonably withheld) may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Series 2017-VFN Noteholders and the Transferor so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from the Series 2017-VFN Majority Holders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.8 will occur prior to the applicable Benchmark Transition Start Date.
(b)    Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document.
(c)    Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Transferor and the Series 2017-VFN Noteholders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Transferor of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.8(c) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Series 2017-VFN Noteholder (or group of Series 2017-VFN Noteholders) pursuant to this Section 2.8, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 2.8.
(d)    Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Transaction Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in consultation with the Managing Agents and in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent and the Transferor may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(e)    Benchmark Unavailability Period. Upon the Transferor’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Transferor may revoke any Funding Notice for which the related Increase Date has not occurred.
(f)    Indenture Trustee and Paying Agent Obligations and Liabilities.
(i)    Neither the Indenture Trustee nor Paying Agent shall be under any obligation (1) to monitor, determine or verify the unavailability or cessation of the then-current Benchmark, or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of any Benchmark Transition Event, Benchmark Unavailability Period or Benchmark Replacement Date, (2) to select, determine or designate any Benchmark Replacement, Unadjusted Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, or (3) to select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (4) to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing.
(ii)    Neither the Indenture Trustee nor Paying Agent shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of the then-current Benchmark and absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Administrative Agent, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties.
(iii)    The Indenture Trustee and Paying Agent shall not have any liability for (x) the selection of major London banks or major New York banks whose quotations may be requested and used for purposes of the then-current Benchmark or for the failure or unwillingness of any major London banks or major New York banks to provide a quotation or (y) any quotations received from such London banks or New York banks, as applicable. For the avoidance of doubt, if the rate appearing on the SOFR Administrator’s Website, neither the Paying Agent nor the Indenture Trustee shall be under any duty or obligation to take any action in each case whether or not quotations are provided by such London banks or New York banks, as applicable.



ARTICLE IIA
CLOSING
Section 2A.1    Closing. The closing (the “Closing”) of the transactions described in Section 2A.2 hereof shall take place at 11:00 a.m. at the offices of Sidley Austin LLP, One South Dearborn, Chicago, Illinois 60603 on March 10September 27, 20222023, or if the conditions to closing set forth in Article III of this Agreement shall not have been satisfied or waived by such date, as soon as practicable after such conditions shall have been satisfied or waived, or at such other time, date and place as the parties shall agree upon (the date of the Closing being referred to herein as the “20222023 Amendment Closing Date”).
Section 2A.2    Transactions to be Effected at the Closing. At the Closing, upon the satisfaction of the conditions precedent described in Article III hereof, the following transactions shall be effected:
(a)    The Commitment under each of the TD Bank Note and the Thunder Bay Note shall be equal to the applicable amount specified on Schedule I hereto.
(b)    On the 20222023 Amendment Closing Date, after giving effect to the transactions contemplated in this Article IIA, each of the Series 2017-VFN Notes shall have the respective Ownership Group Commitments, Ownership Group Percentage Interests and Tranche Invested Amounts specified on Schedule I hereto.
ARTICLE III
CONDITIONS PRECEDENT
SECTION 3.1    Conditions to 20222023 Amendment Closing Date. On or prior to the 20222023 Amendment Closing Date, each of the following conditions shall have been satisfied (any or all of which may be waived by the Managing Agents in their sole and absolute discretion):
(a)    Documents. The Managing Agents shall have received on or before the date hereof each of the items listed on Schedule IV hereto, each (unless otherwise indicated) dated the date hereof, duly executed by the parties thereto and in form and substance reasonably satisfactory to the Managing Agents.
(b)    Performance by USCC, the Transferor, the Issuer, the Performance Guarantor, the Originators and the Indenture Trustee. All of the conditions precedent set forth in the Indenture have been satisfied and all of the terms, covenants, agreements and conditions set forth in this Agreement, the Indenture, each other Transaction Document to be complied with and performed by USCC, the Transferor, the Issuer, the Servicer, the Performance Guarantor, the Originators or the Indenture Trustee, as the case may be, by the date hereof have been complied with or otherwise waived by the Managing Agents.
(c)    Representations and Warranties. Each of the representations and warranties of USCC, the Transferor, the Issuer, the Servicer, the Performance Guarantor, each Originator and the Indenture Trustee made in this Agreement, the Indenture and each other Transaction Document, as applicable, are true and correct in all material respects as of the date hereof as though made as of such time (except to the extent that they expressly relate to an earlier or later time).
(d)    Officer’s Certificate. The Administrative Agent and each Managing Agent shall have received an Officer’s Certificate from the Servicer and the Transferor in form and substance reasonably satisfactory to the Administrative Agent and each Managing Agent and their respective counsel, dated as of the 20222023 Amendment Closing Date, certifying as to the satisfaction of the conditions set forth in Section 3.1(b) and Section 3.1(c) hereof.
(e)    Financing Statements; Search Reports. The Administrative Agent and each Managing Agent shall have received evidence satisfactory to it that financing statements, as may be necessary or, in the opinion of the Administrative Agent, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the transfers (including grants of security interests) under the Transaction Documents have been delivered and, if appropriate, have been duly filed or recorded and that all filing fees, taxes or other amounts required to be paid in connection therewith have been paid, including:
(i)    Evidence satisfactory to the Administrative Agent and each Managing Agent of all UCC financing statements, assignments and amendments filed on or reasonably near the Original Closing Date in the offices of the Secretary of State of the applicable states and in the appropriate office or offices; and
(ii)    Certified copies of requests for information (Form UCC-11) (or a similar search report certified by parties acceptable to the Managing Agents and their counsel) dated a date reasonably near the 20222023 Amendment Closing Date and listing all effective financing statements which name any Originator, the Transferor, USCC and the Issuer, as seller, assignor or debtor, as applicable, and which are filed in all jurisdictions in which the filings were or will be made, together with copies of such financing statements.
(f)    Ratings. To the extent applicable, the Administrative Agent and each Managing Agent shall have received evidence that each Conduit Purchaser’s Commercial Paper Notes shall continue to be rated at least (i) “A-1” by Standard & Poor’s and “P-1” by Moody’s, or (ii) the required rating applicable for the related Conduit Purchaser with respect to any other Rating Agency that is rating such Conduit Purchaser’s Commercial Paper Notes, in each case as a result of entering into the transactions contemplated by this Agreement, including after giving effect to any funding to occur hereunder on the 20222023 Amendment Closing Date, if applicable.
(g)    No Actions or Proceedings. No action, suit, proceeding or investigation by or before any Governmental Authority shall have been instituted to restrain or prohibit the consummation of, or to invalidate, the transactions contemplated by the Transaction Documents and the documents related thereto in any material respect.
(h)    Approvals and Consents. All Governmental Actions of all Governmental Authorities required with respect to the transactions contemplated by the Transaction Documents and the other documents related thereto shall have been obtained or made.



(i)    Transferor Amount. The Administrative Agent and each Managing Agent shall have received evidence that the “Transferor Amount” is greater than or equal to the “Minimum Transferor Amount.”
(j)    Asset Base. The Administrative Agent and each Managing Agent shall have received evidence that no Asset Base Deficiency exists as of two (2) Business Days prior to the 20222023 Amendment Closing Date.
(k)    Corporate Documents. The Administrative Agent and each Managing Agent shall have received copies, each of which shall be in form and substance satisfactory to the Administrative Agent and each Managing Agent, of the (i) certificate of formation or certificate of incorporation, limited liability company agreement or by-laws, and good standing certificate of the Transferor, the Servicer and the Performance Guarantor, as applicable, (ii) certified copy of the certificate of trust of the Issuer and the Trust Agreement, (iii) Board of Directors’ resolutions of the Transferor, the Servicer and the Performance Guarantor with respect to the Transaction Documents to which such Person is a party, and (iv) incumbency certificate of the Transferor, the Servicer and the Performance Guarantor, in each case as certified by appropriate corporate authorities, if applicable.
(l)    Opinions of Counsel. Counsel to each of the Transferor, the Issuer, the Servicer, the Originators and the Performance Guarantor shall have delivered to the Administrative Agent and each Managing Agent opinions of counsel reasonably satisfactory in form and substance to the Administrative Agent and its counsel, dated as of the 20222023 Amendment Closing Date, with respect to corporate matters, legality, validity and enforceability of the Transaction Documents, no conflict of law, and non-contravention of charter documents, addressed to the Administrative Agent and each Managing Agent.
(m)    [Reserved].
(n)    No Amortization Events, etc. No Default, Event of Default, Amortization Event, Potential Amortization Event, Servicer Default or Potential Servicer Default shall have occurred and be continuing (in each case, before and after giving effect to the purchase).
(o)    Fees. All fees required to be paid to the Administrative Agent, the Managing Agents or the Owners on or prior to the date hereof in accordance with this Agreement, the Fee Letters and each other Transaction Document shall have been paid in full in accordance with the terms thereof.
(p)    Other Documents. The Administrative Agent and each Managing Agent shall have received such additional documents, instruments, certificates or letters as the Administrative Agent or such Managing Agent may reasonably request.
SECTION 3.2    Conditions to Note Principal Balance Increases. The following shall be conditions precedent to the obligation of any Owner to fund its share of any Note Principal Balance Increase on any Funding Date:
(a)    each Managing Agent shall have timely received a properly completed Funding Notice;
(b)    all conditions precedent to such Note Principal Balance Increase on such Funding Date set forth in the Indenture or any other Transaction Document shall have been satisfied;
(c)    after giving effect to the issuance of the Series 2017-VFN Notes or the funding of such Note Principal Balance Increase on such Funding Date, as applicable, all representations and warranties of USCC, the Transferor, the Issuer, the Performance Guarantor, the Servicer and each Originator, as applicable, contained herein or in the other Transaction Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(d)    USCC, the Transferor, the Issuer, the Performance Guarantor, the Servicer and each Originator shall be in compliance in all material respects with all of their respective covenants contained in the Transaction Documents to be performed on or prior to such date;
(e)    the Transferor or the Servicer shall have delivered to the Managing Agents an executed Contract Additions Report relating to the applicable Transferred Assets and Related Rights;
(f)    the Transferor and the Servicer shall have taken any actions necessary or advisable to maintain the Indenture Trustee’s perfected security interest in the Transferred Assets for the benefit of the Owners;
(g)    no Asset Base Deficiency, Default, Event of Default, Amortization Event, Potential Amortization Event, Servicer Default or Potential Servicer Default shall have occurred and be continuing (in each case, before and after giving effect to such Note Principal Balance Increase);
(h)    immediately after giving effect to such Note Principal Balance Increase:
(1)    the Note Principal Balance shall not exceed the VFN Maximum Principal Amount; and
(2)    if the Transferor Amount does not satisfy any of the requirements of Regulation RR, the Transferor Amount is greater than the Minimum Transferor Amount; and
(3)    the Administrative Agent and each Managing Agent shall have received evidence that USCC, as sponsor, satisfies the Seller’s Interest Retention Requirements (either directly or through one or more “Wholly-Owned Subsidiaries” (as defined in and permitted by Regulation RR);



(i)    the Scheduled Commitment Termination Date shall not have occurred;
(j)    with respect to a Conduit Purchaser, such Conduit Purchaser has agreed to participate in such Note Principal Balance Increase;
(k)    the Managing Agents shall have received a Monthly Report, computed after giving effect to the Note Principal Balance Increase on such Funding Date;
(l)    no event has occurred and is continuing that would have a Material Adverse Effect; and
(m)    the Servicer shall have delivered each Monthly Report, certificate or report required to be delivered by it pursuant to this Agreement, the Transfer and Servicing Agreement and each other Transaction Document to which it is a party.
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS
SECTION 4.1    Representations and Warranties of the Servicer, the Transferor and the Issuer. Each of the Servicer, the Transferor and the Issuer represents and warrants (each with respect to itself only) to the Owners, the Managing Agents and the Administrative Agent that as of the Original Closing Date, as of the 20222023 Amendment Closing Date and as of each Funding Date:
(a)    Organization, Qualification and Good Standing. It is a duly organized and validly existing corporation, statutory trust or limited liability company in good standing under the laws of the State of Delaware, with the power and authority under its organizational documents and under the laws of Delaware to own its assets and to conduct its business in which it is currently engaged. It is duly qualified to do business as a foreign company and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure so to qualify could reasonably be expected to have a material adverse effect on the business, properties, assets, or condition (financial or otherwise) of it or its ability to perform its duties under this Agreement and the other Transaction Documents to which it is a party.
(b)    Due Authorization; Binding Obligation. It has the power and authority to make, execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party and all of the transactions contemplated under this Agreement and the other Transaction Documents to which it is a party, and has taken all necessary corporate, limited liability company or trust action, as applicable, to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by it and constitute the legal, valid and binding obligation of such party, enforceable in accordance with their terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally, any applicable law imposing limitations upon, or otherwise affecting, the availability or enforcement of rights to indemnification hereunder, and by the availability of equitable remedies.
(c)    No Conflict. The execution and delivery of this Agreement and the other Transaction Documents to which it is a party, and the performance by it of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party and the fulfillment of the terms hereof and thereof by it, including the issuance, sale, assignment and conveyance of the Series 2017-VFN Notes, will not conflict with or violate any provision of any existing law or regulation or any order or decree of any court or the certificate of formation, certificate of trust or limited liability company agreement of such party, or constitute (with or without notice or lapse of time or both) a default under or material breach of any mortgage, indenture, contract, deed of trust, instrument or other agreement to which it is a party or by which it or any of its properties may be bound, nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument, nor violate any law or, to the best of such party’s knowledge, any order, rule or regulation applicable to such party of any Governmental Authority having jurisdiction over it or its properties (other than violations of such laws, regulations, orders, decrees, mortgages, indentures, contracts and other agreements which do not affect the legality, validity or enforceability of any of such agreements or the Receivables and which, individually or in the aggregate, would not have a material adverse effect on such party or the transactions contemplated by, or its ability to perform its obligations under, this Agreement or the other Transaction Documents to which it is a party).
(d)    No Proceedings. There are no proceedings or investigations, pending or, to the best knowledge of such party, threatened against it before any court, arbitrator or Governmental Authority (i) asserting the invalidity of this Agreement and the other Transaction Documents to which it is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party, (iii) seeking any determination or ruling that, in the reasonable judgment of such party, would materially and adversely affect the performance by it of its obligations under this Agreement and the other Transaction Documents to which it is a party, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement and the other Transaction Documents to which it is a party, which, in each case, if adversely determined would be reasonably likely to result in a Material Adverse Effect, or (v) seeking to materially and adversely affect the income or franchise tax attributes of it under the United States federal or any state income or franchise tax systems. It is not in default with respect to any order, judgment or decree of any court, arbitrator or Governmental Authority, except to the extent that any such default does not have a Material Adverse Effect.
(e)    All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by such party in connection with the execution and delivery by it of this Agreement and the other Transaction Documents to which it is a party and the performance of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party by such party have been duly obtained, effected or given and are in full force and effect, except for those which the failure to obtain would not have a material adverse effect on this Agreement, the other Transaction Documents or the transactions contemplated thereby or on the ability of such party to perform its obligations under this Agreement or the other Transaction Documents to which it is a party.
(f)    Licensing. It is properly licensed in each jurisdiction to the extent required by the laws of such jurisdiction in order to originate, acquire, own, hold or service the Receivables, as applicable, except where the failure to be so licensed would not have a Material Adverse Effect.



(g)    Compliance with Requirements of Law. It (i) shall duly satisfy all obligations on its part to be fulfilled under or in connection with each Receivable, and (ii) in the case of the Servicer, it (A) will maintain in effect all qualifications required under Requirements of Law in order to service properly each Receivable, and (B) will comply in all material respects with all other Requirements of Law in connection with servicing each Receivable, except where the failure to so comply would not have a Material Adverse Effect.
(h)    Protection of Rights. It shall take no action in violation of this Agreement which, nor omit to take in violation of this Agreement any action the omission of which, would substantially impair the rights of the Owners, the Issuer or the Indenture Trustee in any Receivable.
(i)    Investment Company Act. (i) Each of the Transferor and the Issuer is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”); (ii) the Issuer satisfies the requirements to rely on the exemption from the definition of “investment company” provided by the exclusion provided by Section 3(c)(5) under the Investment Company Act, although there may be additional exclusions or exemptions available to the Issuer; and (iii) the interests under the Transaction Documents will not cause the Owners, the Managing Agents or the Administrative Agent to have an “ownership interest” in a “covered fund” for purposes of regulations adopted under Section 13 of the Bank Holding Company Act of 1956 (commonly referred to as the “Volcker Rule”).
(j)    Legal Name; Location. Its sole jurisdiction of organization is the State of Delaware and such jurisdiction has not changed within four months prior to the date of this Agreement. Its principal place of business and chief executive office and its federal employer identification number and Delaware organizational identification number is set forth on Schedule III hereto. It has not, and has not used at any time during the past five years, any prior legal names, trade names, fictitious names, assumed names or “doing business as” names except as set forth on Schedule III hereto.
(k)    Accuracy of Information. All certificates, reports, statements, documents and other information furnished by it to the Indenture Trustee, the Administrative Agent, the Managing Agents or any Noteholder pursuant to any provision of this Agreement or any other Transaction Document, or in connection with or pursuant to any amendment or modification of, or waiver under, this Agreement or any other Transaction Document, shall, at the time the same are so furnished, be complete and correct in all material respects on the date the same are furnished.
(l)    Solvency. No Insolvency Event with respect to it has occurred and no transfer of the Receivables and the Related Rights has been made in contemplation of the occurrence thereof. It (i) is not “insolvent” (as such term is defined in §101(32)(A) of the Bankruptcy Code, (ii) is able to pay its debts as they come due; and (iii) does not have unreasonably small capital for the business in which it is engaged or for any business or transaction in which it is about to engage.
(m)    Use of Proceeds. No proceeds of a funding hereunder will be used by the Transferor for a purpose that violates or would be inconsistent with Regulations T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time.
(n)    Taxes. It has filed all United States federal income tax returns (if any) and all other tax returns which are required to be filed by it and has paid all material taxes, assessments or governmental charges of any kind that are due and payable by it pursuant to such returns or pursuant to any assessment received by it; provided, that it may contest in good faith any such taxes, assessments and other charges and, in such event, may permit the taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when it is in good faith contesting the same, so long as (i) adequate reserves have been established in accordance with GAAP, (ii) enforcement of the contested tax, assessment or other charge is effectively stayed for the entire duration of such contest if such enforcement could reasonably be expected to have a material adverse effect on its financial condition or operations or its ability to perform its obligations under the Transaction Documents to which it is a party, and (iii) any tax, assessment or other charge determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest. The charges, accruals and reserves on its books in respect of taxes and other governmental charges are, in its opinion, adequate. The Transferor is exclusively resident for tax purposes in the United States and, for the purposes of this Agreement and the other Transaction Documents to which it is a party, will not act through any branch or permanent establishment located outside of the United States.
(o)    ERISA. With respect to the Transferor and the Issuer only, such entity does not maintain or contribute to any Plan or Multiemployer Plan, nor has it maintained or contributed to any Plan or Multiemployer Plan within the preceding five years and its assets do not constitute the “plan assets” of any “benefit plan investor” each within the meaning of Section 3(42) of ERISA and the U.S. Department of Labor regulations set forth at 29 C.F.R. Section 2510.3-101 as modified by Section 3(42) of ERISA.
(p)    No Amortization Event, Event of Default or Servicer Default. No Default, Event of Default, Amortization Event, Potential Amortization Event, Servicer Default or Potential Servicer Default.
(q)    Eligibility. As of the 20222023 Amendment Closing Date, the Initial Addition Date and as of each date on which the Asset Base is calculated, each Receivable included in such calculation as an Eligible Receivable is an Eligible Receivable on such date.
(r)    Commodity Futures Trading Act. It is not a “commodity pool” such that an Owner would be a “commodity pool operator” with respect thereto or a “commodity pool” by reason of its ownership of the Series 2017-VFN Notes.
(s)    Transaction Documents. Each of its representations and warranties in the Indenture and the other Transaction Documents to which it is a party is true and correct in all material respects.
(t)    Compliance with Credit and Collection Policies. It has complied in all material respects with the Credit and Collection Policies with regard to each Contract and the related Receivables and Related Rights. It has not made any change to such Credit and Collection Policies, other than as permitted under Section 4.7(u) hereof.



(u)    Separateness. Each of the Seller and USCC is, and all times since its organization has been, operated in such a manner that it would not be substantively consolidated with the Transferor and such that the separate existence of the Transferor would not be disregarded in the event of a bankruptcy or insolvency of the Seller or USCC.
(v)    [Reserved].
(w)    Anti-Corruption Laws and Sanctions. It has implemented and maintains in effect policies and procedures designed to ensure compliance by it and its Subsidiaries, directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and it, each of its respective Subsidiaries, its respective officers and employees, and to its knowledge, its respective directors and agents, is in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of it, any of its Subsidiaries or any director, officer, employee, agent or affiliate of it or any of its Subsidiaries that will act in any capacity in connection with or benefit from the facility established hereby, is a Sanctioned Person. No Note Principal Balance Increase, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.
(x)    Anti-Money Laundering. It is acting on its own behalf with respect to all matters associated with this Agreement. It undertakes to provide the Indenture Trustee and each Owner, upon its reasonable request, with all information and documents which the Indenture Trustee or such Owner requires in order to comply with its obligations under all applicable anti-money laundering laws.
(y)    Authentication of Contract Additions Reports and Receivables Schedules. The Transferor represents, warrants and agrees that transmission of each Contract Additions Report and each Receivables Schedule consisting of, including or accompanied by an electronic file (which may be a PDF or the insertion of the relevant language and names in a Word, Excel or other electronic document) and transmitted either (a) from an email address of a representative of the Seller, the Servicer or the Transferor or (b) through a virtual data room acceptable to the Administrative Agent, shall be evidence of its present intent to adopt or accept such record as the authentication of a security agreement for purposes of Sections 9-102 and 9-203 of the UCC.
SECTION 4.2    Additional Representations and Warranties of the Servicer. The Servicer, in its capacity as Servicer, represents and warrants to the Owners, the Managing Agents and the Administrative Agent that as of the Original Closing Date, as of the 20222023 Amendment Closing Date and as of each Funding Date:
(a)    Material Adverse Effect. Since the immediately preceding Funding Date (and in the case of the 20222023 Amendment Closing Date, since December 31, 20212022), no event has occurred that would have a Material Adverse Effect.
(b)    Compliance with Credit and Collection Policies. It has complied in all material respects with the Credit and Collection Policies with regard to each Contract and the related Receivables and Related Rights. It has not made any change to such Credit and Collection Policies, other than as permitted under Section 4.7(u) hereof.
(c)    Anti-Corruption Laws and Sanctions. It has implemented and maintains in effect policies and procedures designed to ensure compliance by it and its Subsidiaries, directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and it, each of its respective Subsidiaries, its respective officers and employees, and to its knowledge, its respective directors and agents, is in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of it, any of its Subsidiaries or any director, officer, employee, agent or affiliate of it or any of its Subsidiaries that will act in any capacity in connection with or benefit from the facility established hereby, is a Sanctioned Person. No Note Principal Balance Increase, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.
(d)    Authority. It is duly qualified to do business and is in good standing (or is exempt from such requirements) in each State of the United States where the nature of its business requires it to be so qualified and the failure to be so qualified and in good standing would have a Material Adverse Effect on the interests of the Owners.
(e)    ERISA. (i) Each member of the ERISA Group has fulfilled its obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Code with respect to each Plan, and (ii) no ERISA Event has occurred.
SECTION 4.3    Additional Representations and Warranties of the Transferor. The Transferor represents and warrants to the Owners, the Managing Agents and the Administrative Agent that as of the Original Closing Date, as of the 20222023 Amendment Closing Date and as of each Funding Date:
(a)    Issuer Existence and Authorization. The Issuer has been duly created and is validly existing under the laws of the State of Delaware, and the Transferor has authorized the Issuer to issue the Series 2017-VFN Notes.
(b)    Investment Letter. Assuming the continuing accuracy of the representations set forth in the Investment Letter(s) delivered pursuant to this Agreement, the sale of any Series 2017-VFN Notes pursuant to the terms of this Agreement, the Indenture and the Series 2017-VFN Supplement will not require registration of such Series 2017-VFN Notes under the Securities Act.
(c)    Series 2017-VFN Notes. The Series 2017-VFN Notes have been duly and validly authorized, and, when executed and authenticated in accordance with the terms of the Indenture and the Series 2017-VFN Supplement, and delivered to and paid for in accordance with this Agreement, will be duly and validly issued and outstanding and will be entitled to the benefits of the Indenture and the Series 2017-VFN Supplement.
(d)    Ownership of the Equity Certificate. The Transferor owns of record the Equity Certificate free and clear of all Liens, warrants, options and rights to purchase.
SECTION 4.4    [Reserved].



SECTION 4.5    Representations and Warranties of the Conduit Purchasers and Committed Purchasers. Each Conduit Purchaser and Committed Purchaser (each with respect to itself only) hereby makes the following representations and warranties to the Issuer, the Transferor and the Performance Guarantor.
(a)    Qualified Institutional Buyer. It is a “qualified institutional buyer” as defined in Rule 144A of the Securities Act of 1933, as amended.
SECTION 4.6    Covenants of the Issuer and Transferor. Each of the Issuer and the Transferor severally covenants and agrees, in each case as to itself individually or in such respective capacities, each with respect to itself only, through the Series 2017-VFN Stated Maturity Date, that:
(a)    Compliance with Covenants. It will perform and observe for the benefit of the Owners each of the covenants and agreements required to be performed or observed by it in this Agreement and in the Transaction Documents to which it is a party.
(b)    Maintain Existence. It will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified in good standing as a foreign trust or limited liability company in each jurisdiction where its business is conducted, and will obtain and maintain all requisite authority to conduct its business in each jurisdiction in which its business requires such authority.
(c)    Compliance with Requirements of Law. It shall comply in all material respects with all Requirements of Law and preserve and maintain its existence, rights, franchises, qualifications, and privileges except to the extent that the failure so to comply with such applicable Requirements of Law or the failure so to preserve and maintain such existence, rights, franchises, qualifications and privileges would not materially adversely affect the collectability of the Receivables, its ability to conduct its business or its ability to perform its obligations under the Transaction Documents in all material respects.
(d)    Ownership. It shall take all necessary action to (i) vest legal and equitable title to the Receivables, Related Rights and Collections on such Receivables irrevocably in the Issuer, free and clear of any Liens (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Issuer’s interest in such Receivables, Related Rights and Collections on such Receivables and such other action to perfect, protect or more fully evidence the interest of Issuer therein as the Administrative Agent or the Indenture Trustee, acting at the written direction of the Requisite Global Majority, may reasonably request), and (ii) cooperate (as the Indenture Trustee, acting at the written direction of the Requisite Global Majority, or the Administrative Agent may reasonably request) in the establishment and maintenance, in favor of the Indenture Trustee (for the benefit of the Owners), of a valid and perfected first priority perfected security interest in the Collateral to the full extent contemplated herein and within the Indenture, free and clear of any Liens (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Indenture Trustee’s security interest in the Collateral and such other action to perfect, protect or more fully evidence the interest of the Indenture Trustee (for the benefit of the Owners) as the Indenture Trustee, acting at the written direction of the Requisite Global Majority, or the Administrative Agent may reasonably request.
(e)    Furnish Certain Information; Further Assurances. It will furnish (or cause to be furnished) to each Managing Agent: (i) promptly after the execution thereof, copies of all amendments of and waivers with respect to the Transaction Documents; (ii) copies of all financial statements that the Transferor or the Issuer furnished (or required to be furnished) pursuant to the Transaction Documents concurrently therewith; (iii) a copy of each material certificate, report, statement, notice or other communication furnished (or required to be furnished) by or on behalf of the Transferor or the Issuer pursuant to the Transaction Documents concurrently therewith; (iv) a copy of each material notice, demand or other communication furnished (or required to be furnished) by or on behalf of the Transferor or the Issuer pursuant to the Transaction Documents concurrently therewith; and (v) such other information, documents, records or reports respecting the Trust Assets, the related Obligors, the Transferor or the Issuer which is in the possession or under the control of the Transferor or the Issuer, as applicable, as any such Managing Agent may from time to time reasonably request.
(f)    No Liens. Except for the conveyances under the Transaction Documents, it will not sell, pledge, assign (by operation of law or otherwise) or transfer to any other Person, or otherwise dispose of, or grant, create, incur, assume or suffer to exist any Lien on, any Receivable, Related Rights or Collections on such Receivables, whether now existing or hereafter created, or any interest therein, or assign any right to receive income in respect thereof, or take any other action inconsistent with the Issuer’s ownership of, the Receivables, Related Rights and Collections on such Receivables, except to the extent arising under any Transaction Document, and it shall defend the right, title and interest of the Issuer and the Indenture Trustee in, to and under the Receivables, the Related Rights and the Collections on such Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under USCC or its assigns.
(g)    Name Change, Offices and Records. It will not make any change to its name (within the meaning of Section 9-507 of any applicable enactment of the UCC), type or jurisdiction of organization or location of its books and records unless, at least thirty (30) days prior to the effective date of any such name change, change in type or jurisdiction of organization, or change in location of its books and records it notifies the Issuer, the Indenture Trustee, the Servicer and the Administrative Agent thereof and (except with respect to a change of location of books and records) delivers to the Indenture Trustee (i) such financing statements (Forms UCC-1 and UCC-3) which the Indenture Trustee (or its assigns), acting at the written direction of the Requisite Global Majority, or the Administrative Agent may reasonably request to reflect such name change, or change in type or jurisdiction of organization, (ii) if the Administrative Agent shall so request, an opinion of counsel, in form and substance reasonably satisfactory to such Person, as to the perfection and priority of the Issuer’s ownership interest in, and the Indenture Trustee’s security interest in the Receivables, Related Rights and Collections on such Receivables and (iii) such other documents, agreements and instruments that the Indenture Trustee, acting at the written direction of the Requisite Global Majority, or the Administrative Agent may reasonably request in connection therewith.



(h)    Protection of Noteholders’ Rights. It will take no action, nor omit to take any action, which could reasonably be expected to materially impair the rights of the Administrative Agent, the Managing Agents, the Owners and the Noteholders in the Receivables and the Related Rights granted pursuant to the Indenture, or materially adversely affect the collectability of the Trust Assets, or reschedule, revise or defer payments due on any Receivable, or amend, modify or waive in any material respect any term or condition relating to payments due on any Receivable, or modify the terms of any Receivable in a manner that would result in the dilution of such Receivable or that would otherwise prevent such Receivable from being an Eligible Receivable, except (i) in accordance with the Credit and Collection Policies (ii) as ordered by a court of competent jurisdiction or other Governmental Authority, (iii) such Receivable is deemed not to be an Eligible Receivable and such event does not result in an Asset Base Deficiency, (iv) with the prior consent of the Administrative Agent and each Managing Agent or (v) pursuant to Requirements of Law.
(i)    Inspection. It shall cooperate with USCC, the Administrative Agent and each Managing Agent in connection with any Inspection pursuant to Section 4.7(f); provided, that any such inspection of the Transferor or the Issuer shall occur at the same time as any Inspection of USCC pursuant to Section 4.7(f).
(j)    Fulfillment of Obligations. It will (i) duly observe and perform, or cause to be observed or performed, all material obligations and undertakings on its part to be observed and performed under this Agreement, the Transaction Documents and the Receivables, (ii) subject to the terms hereof and the Credit and Collection Policies, duly observe and perform all material provisions, covenants and other promises required to be observed by it under the Receivables, and (iii) pay when due (or contest in good faith) any taxes, including without limitation any sales tax, excise tax or other similar tax or charge, payable by the Transferor in connection with the Receivables and their creation and satisfaction.
(k)    Enforcement. It will take all action necessary and appropriate to enforce its rights and claims under the Transaction Documents.
(l)    Notices. It will notify each Managing Agent in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, such written notice shall be accompanied by a statement of the chief financial officer or chief accounting officer of the Transferor describing the steps, if any, being taken with respect thereto:
(i)    any Asset Base Deficiency, Default, Event of Default, Amortization Event, Potential Amortization Event, Servicer Default or Potential Servicer Default, but in any event within five (5) days;
(ii)    the institution of any litigation, investigation, arbitration proceeding or governmental proceeding against the Issuer or the Transferor which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or the entry of any judgment or decree or the institution of any litigation, investigation, arbitration proceeding or governmental proceeding against the Issuer or the Transferor which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, but in any event within ten (10) Business Days;
(iii)    any Lien made or asserted against any Receivable, Related Right or other Collateral other than conveyances under the Receivables Purchase Agreement, the Transfer and Servicing Agreement and the Indenture; and
(iv)    any Material Adverse Effect.
(m)    Transfer of Equity Certificate. The Transferor shall not transfer any Equity Certificate issued pursuant to the Trust Agreement and held by it to any other Person.
(n)    Eligible Interest Rate Caps. The Transferor shall at all times maintain in full force and effect the Eligible Interest Rate Caps or any other hedging agreements in accordance with the Hedging Requirements specified on Exhibit G hereto.
(o)    Statement for and Treatment of Sales. The Transferor shall not treat any transfer of Receivables, Related Rights and Collections on such Receivables by USCC to the Transferor under the Receivables Purchase Agreement in any manner other than as a sale for all purposes (other than tax purposes).
(p)    Compliance and Separateness.
(i)    During the term of this Agreement, the Transferor will, subject to the terms of this Agreement, keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and the other Transaction Documents to which it is a party, and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated thereby.
(ii)    Except as otherwise provided in the Transaction Documents, during the term of this Agreement the Transferor will observe the following applicable legal requirements for the recognition of the Transferor as a legal entity separate and apart from its Affiliates, and the Transferor shall:
(1)    maintain books and records separate from any other person or entity;
(2)    maintain its own deposit, securities and other account or accounts, separate from any other person or entity, with financial institutions;



(3)    ensure that, to the extent it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs;
(4)    conduct its affairs strictly in accordance with its limited liability company agreement and observe all necessary, appropriate and customary company formalities;
(5)    ensure that its board of directors shall at all times include at least one Independent Director;
(6)    not commingle its assets with those of any other person or entity;
(7)    conduct its business (i) in its own name and not that of an Affiliate, and (ii) to the extent it maintains office space, from an office separate from that of the member (but which may be located in the same facility as and leased from the member) at which will be maintained its own separate limited liability company books and records;
(8)    other than as contemplated herein, in the Receivables Purchase Agreement or in one of the Transaction Documents and related documentation, pay its own liabilities and expenses only out of its own funds;
(9)    observe all formalities required under the Delaware Limited Liability Company Act;
(10)    not guarantee or become obligated for the debts of any other person or entity;
(11)    ensure that no Affiliate of the Transferor shall advance funds to the Transferor, and no Affiliate of the Transferor will otherwise guaranty debts of the Transferor;
(12)    not hold out its credit as being available to satisfy the obligation of any other person or entity;
(13)    not acquire the obligations or securities of its Affiliates;
(14)    not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity;
(15)    other than as contemplated herein, in the Receivables Purchase Agreement or in one of the Transaction Documents and related documentation, not pledge its assets for the benefit of any other person or entity;
(16)    hold itself out as a separate entity from its Affiliates and not conduct any business in the name of any of its Affiliates;
(17)    correct any known misunderstanding regarding its separate identity;
(18)    ensure that decisions with respect to its business and daily operations shall be independently made by the Transferor (although the officer making any particular decision may also be an officer or director of an Affiliate of the Transferor) and shall not be dictated by an Affiliate of the Transferor;
(19)    other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it using its own funds;
(20)    not identify itself as a division of any other person or entity;
(21)    conduct business with its Affiliates on an arm’s-length basis on terms no more favorable to either party than the terms that would be found in a similar transaction involving unrelated third parties;
(22)    not engage in any business or activity of any kind, or enter into any transaction, indenture, mortgage, instrument, agreement, contract, lease or other undertaking which is not directly related to the transactions contemplated and authorized by this Agreement or the other Transaction Documents; and
(23)    comply with the limitations on its business and activities as set forth in its certificate of formation and shall not incur indebtedness other than pursuant to or as expressly permitted by the Transaction Documents.



SECTION 4.7    Covenants of the Servicer. The Servicer covenants and agrees through the Series 2017-VFN Stated Maturity Date, that:
(a)    Compliance with Covenants. The Servicer will perform and observe for the benefit of the Owners each of the covenants and agreements required to be performed or observed by it in the Transaction Documents to which it is a party.
(b)    Furnish Certain Information. The Servicer will furnish (or cause to be furnished) to each Managing Agent: (i) promptly after the execution thereof, copies of all amendments of and waivers with respect to the Transaction Documents; (ii) copies of all financial statements, compliance certificates and other financial reports that the Servicer, the Seller, any Originator or the Servicer furnished (or required to be furnished) pursuant to the Transaction Documents concurrently therewith; (iii) a copy of each certificate, report, statement, notice or other communication furnished (or required to be furnished) by or on behalf of the Servicer, the Seller, any Originator, the Transferor, the Issuer or the Servicer to the Issuer, the Servicer, the Administrative Agent or the Indenture Trustee pursuant to the Transaction Documents concurrently therewith; (iv) a copy of each material notice, demand or other communication furnished (or required to be furnished) by or on behalf of the Servicer, the Seller, any Originator, the Transferor, the Issuer, the Servicer or the Indenture Trustee pursuant to the Transaction Documents concurrently therewith; and (v) such other information, documents, records or reports respecting the Trust Assets, the Obligors, the Servicer, the Seller, any Originator or the Servicer, or the condition or operations, financial or otherwise, of the Servicer, the Seller and the Originators, which is in the possession or under the control of the Servicer, as any such Managing Agent may from time to time reasonably request.
(c)    Reporting. The Servicer will maintain a system of accounting established and administered in accordance with GAAP, and furnish or cause to be furnished to the Indenture Trustee and each Managing Agent at least ten (10) days prior to the effectiveness of any material change in or material amendment to the Credit and Collection Policies, a copy of the Credit and Collection Policies then in effect and a notice (i) indicating such change or amendment, and (ii) if such proposed change or amendment would be reasonably likely to materially adversely affect the collectability of the Receivables (or any Related Rights), or materially decrease the credit quality of any newly created Receivables, requesting the consent of the Administrative Agent and the Managing Agents thereto pursuant to Section 4.7(u).
(d)    Notices. The Servicer will notify each Managing Agent in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, such written notice shall be accompanied by a statement of the chief financial officer or chief accounting officer of the Servicer describing the steps, if any, being taken with respect thereto:
(i)    any Asset Base Deficiency, Default, Event of Default, Amortization Event, Potential Amortization Event, Servicer Default or Potential Servicer Default, and in any event within five (5) days;
(ii)    the institution of any litigation, investigation, arbitration proceeding or governmental proceeding against the Servicer, the Seller, any Originator or any of their respective subsidiaries which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or the entry of any judgment or decree or the institution of any litigation, investigation, arbitration proceeding or governmental proceeding against the Servicer, the Seller, any Originator or any of their respective subsidiaries which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and in any event within ten (10) Business Days;
(iii)    any Lien made or asserted against any Receivable, Related Rights or other Collateral, other than conveyances under the Receivables Purchase Agreement, the Transfer and Servicing Agreement and the Indenture;
(iv)    the decision to appoint a new director or manager of the Transferor as the “Independent Director” for purposes of this Agreement, such notice to be issued not less than ten (10) days prior to the effective date of such appointment and to certify that the designated Person satisfies the criteria set forth in the definition herein of “Independent Director”; and
(v)    any Material Adverse Effect or any event which would be reasonably likely to have a Material Adverse Effect.
(e)    Compliance with Requirements of Law. The Servicer shall duly satisfy all obligations on its part to be fulfilled under or in connection with the Trust Assets and the related Receivables, shall maintain in effect all material qualifications required under applicable Requirements of Law in order to properly service the Trust Assets and the related Receivables and shall comply in all material respects with all other applicable Requirements of Law in connection with servicing the Trust Assets and the related Receivables.
(f)    Inspections. The Servicer shall furnish to each Managing Agent from time to time such information with respect to it and the Trust Assets as such Managing Agent may reasonably request. The Servicer will, and will cause each of USCC, the Transferor, the Issuer and the Seller to, from time to time at the sole cost and expense of the Servicer, and during regular business hours upon reasonable prior notice, permit the Administrative Agent and the Managing Agents (or their respective agents or representatives), not more than twice per calendar year unless an Asset Base Deficiency, Default, Event of Default, Amortization Event, Potential Amortization Event, Servicer Default or Potential Servicer Default has occurred and is continuing, to visit and inspect any of its properties (or the properties of the Seller or any Originator), to examine and make abstracts from any of its books and records (including, without limitation, computer files and records) in the possession or under the control of the Seller, any Originator, the Servicer, the Transferor or the Issuer relating to the Trust Assets and the related Receivables, Contracts and Obligors, and to discuss its affairs, finances and accounts with its officers, directors, employees and independent public accountants (such visit, inspection and examination, collectively, an “Inspection”). From and after the occurrence of an Asset Base Deficiency, Default, Event of Default, Amortization Event, Potential Amortization Event, Servicer Default or Potential Servicer Default, the Administrative Agent shall be entitled to conduct an unlimited number of Inspections at the expense of the Servicer. Nothing in this Section 4.7(f) shall derogate from the obligation of the Administrative Agent or the Servicer, the Seller or any Originator to observe any applicable Requirement of Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer, the Seller or any Originator to provide access as provided in this Section 4.7(f) as a result of such obligation shall not constitute a breach of this Section 4.7(f).



(g)    Maintenance of Records and Books. The Servicer shall, and shall cause the Seller and each Originator to (if applicable), maintain and implement administrative and operating procedures (including the ability to recreate records evidencing the Receivables (and the Related Rights) in the event of the destruction of the originals thereof), and keep and maintain all documents, books, computer records and other information, reasonably necessary or advisable for the collection of all the Trust Assets. Such documents, books and computer records shall reflect all facts giving rise to the Receivables (and the Related Rights), all payments and credits with respect thereto, and such documents, books and computer records shall identify the Trust Assets clearly and unambiguously to reflect that the Trust Assets are owned by the Issuer and pledged to the Indenture Trustee. The Servicer will give the Administrative Agent and each Managing Agent prompt notice of any material change in the administrative and operating procedures referred to in the previous sentence, to the extent such change is likely to have a Material Adverse Effect.
(h)    Compliance with Credit and Collection Policies. The Servicer will, and will cause the Seller and each Originator to (as applicable), timely and fully (i) perform and comply in all material respects with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Trust Assets, and (ii) comply in all material respects with the Credit and Collection Policies in regard to the Trust Assets and the related Contracts.
(i)    Ownership. The Servicer shall, and shall cause the Seller and each Originator to (as applicable), take all necessary action to (i) vest legal and equitable title to the Receivables, Related Rights and Collections on such Receivables irrevocably in the Issuer, free and clear of any Liens (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Issuer’s interest in such Receivables, Related Rights and Collections on such Receivables and such other action to perfect, protect or more fully evidence the interest of Issuer therein as the Administrative Agent or the Indenture Trustee, acting at the written direction of the Requisite Global Majority, may reasonably request), and (ii) cooperate (as the Indenture Trustee, acting at the written direction of the Requisite Global Majority, or the Administrative Agent may reasonably request) in the establishment and maintenance, in favor of the Indenture Trustee (for the benefit of the Owners), of a valid and perfected first priority perfected security interest in the Collateral to the full extent contemplated herein and within the Indenture, free and clear of any Liens (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Indenture Trustee’s security interest in the Collateral and such other action to perfect, protect or more fully evidence the interest of the Indenture Trustee (for the benefit of the Owners) as the Indenture Trustee, acting at the written direction of the Requisite Global Majority, or the Administrative Agent may reasonably request).
(j)    Collections. The Servicer shall instruct all Obligors on the Receivables to remit all payments with respect to the Trust Assets directly to the Servicer. The Servicer will not instruct any Obligor to make payments in respect of the Receivables or the other Trust Assets to any Person, address or location other than to the Servicer. The Servicer shall not make any change in its instructions to Obligors regarding payments to be made to it (other than changes with respect to the mailing addresses for remittances) unless the Managing Agents shall have received, at least ten (10) Business Days before the proposed effective date therefore, written notice of such change. In the event that any payment relating to the Trust Assets is remitted directly to the Seller or any Originator, the Servicer will, and will cause the Seller or such Originator to, cause such payments to be remitted directly to an account specified by the Servicer within two (2) Business Days following receipt thereof without deposit into any intervening account and, at all times prior to such remittance, the Servicer or the Seller or the applicable Originator will hold or will cause such payment to be held in trust for the exclusive benefit of the Indenture Trustee and the Noteholders.
(k)    Protection of Noteholders’ Rights. The Servicer shall, and shall cause the Seller and each Originator to, take no action, nor omit to take any action, which could reasonably be expected to materially impair the rights of the Noteholders in the Receivables or materially adversely affect the collectability of the Trust Assets.
(l)    [Reserved].
(m)    ERISA Reporting and Covenant.
(i)    Promptly upon becoming aware of the occurrence of any ERISA Event which together with all other ERISA Events occurring within the prior twelve (12) months could reasonably be expected to involve a payment of money by or an aggregate liability of any member of the ERISA Group or any combination of such entities in excess of $10,000,000, the Servicer shall give the Administrative Agent and each Managing Agent a written notice specifying the nature thereof, what action the Servicer or any member of the ERISA Group has taken and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto.
(ii)    Promptly upon receipt thereof, the Servicer shall furnish to the Administrative Agent and each Managing Agent copies of (x) all notices received by any member of the ERISA Group of the PBGC’s intent to terminate any Plan or to have a trustee appointed to administer any Plan; (y) all notices received by any member of the ERISA Group from the sponsor of a Multiemployer Plan pursuant to Section 4202 of ERISA involving an aggregate withdrawal liability of such member of any other member or members of the ERISA Group in excess of $10,000,000; and (z) all funding waiver requests filed by any member of the ERISA Group with the Internal Revenue Service with respect to any Plan.
(iii)    The Servicer shall not permit any event or condition which is described in the definition of ERISA Event to occur or exist with respect to any Plan or Multiemployer Plan if such event or condition, together with all other events or conditions described in the definition of ERISA Event occurring within the prior twelve (12) months, involves the payment of money by or an incurrence of liability of the Servicer or any member of the ERISA Group in an aggregate amount that would have a Material Adverse Effect on the Servicer or the Issuer
(n)    Taxes. The Servicer will, or will cause USCC to, file all tax returns and reports required by law to be filed by it (or the Seller) and will promptly pay all material taxes and governmental charges at any time owing by it, except any such taxes which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside on its books.



(o)    Separate Existence. The Servicer will take all reasonable steps (including, without limitation, all steps necessary or that the Administrative Agent may from time to time reasonably request) to maintain the Seller’s, the Transferor’s and the Issuer’s identity as a separate legal entity from it and to make it manifest to third parties that each of the Transferor and the Issuer is an entity with assets and liabilities distinct from those of it and each of its other Affiliates.
(p)    Further Assurances. Subject to Section 4.7(b), the Servicer shall, or shall cause the Seller or any Originator to, furnish the Administrative Agent, any Managing Agent or the Indenture Trustee from time to time such statements and schedules further identifying and describing the Trust Assets and such other reports or other information reasonably related to this Agreement in connection with the Trust Assets as the Administrative Agent, such Managing Agent or the Indenture Trustee, acting at the written direction of the Requisite Global Majority, may reasonably request, all in reasonable detail.
(q)    Independent Accountants’ Reports and Servicing Reviews. In the event that any report, compliance statement or attestation, including the reports of the independent accountants, prepared pursuant to the Transaction Documents discloses or identifies any material weakness, deficiency or other adverse occurrence relating to the performance of any Originator’s, the Seller’s, the Servicer’s or the Transferor’s obligations pursuant to the Transaction Documents, then the Servicer shall, and shall cause the applicable Originator, the Seller or the Transferor to, as applicable, use commercially reasonable efforts as promptly as reasonably possible to remedy, cure or correct the issues giving rise to such disclosure.
(r)    No Liens. Except for the conveyances under the Transaction Documents, the Servicer, the Seller and the Originators will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on, any Receivable, the Related Rights or Collections on such Receivables, whether now existing or hereafter created, or any interest therein, and the Servicer shall (and shall cause the Seller and the Originators to) defend the right, title and interest of the Issuer and the Indenture Trustee in, to and under the Receivables, the Related Rights and the Collections on such Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under USCC, the Seller, any Originator or their respective assigns.
(s)    Name Change, Offices and Records. USCC will not, and shall cause the Seller and the Originators not to, make any change to its name (within the meaning of Section 9-507 of any applicable enactment of the UCC), type or jurisdiction of organization or location of its books and records unless, at least thirty (30) days prior to the effective date of any such name change, change in type or jurisdiction of organization, or change in location of its books and records USCC notifies the Issuer, the Indenture Trustee and the Administrative Agent thereof and (except with respect to a change of location of books and records) delivers to the Indenture Trustee (i) such financing statements (Forms UCC-1 and UCC-3) which the Indenture Trustee (or its assigns), acting at the written direction of the Requisite Global Majority, or the Administrative Agent may reasonably request to reflect such name change, or change in type or jurisdiction of organization, (ii) if the Administrative Agent shall so request, an opinion of counsel, in form and substance reasonably satisfactory to such Person, as to the perfection and priority of the Issuer’s ownership interest in, and the Indenture Trustee’s security interest in the Receivables, Related Rights and Collections on such Receivables and (iii) such other documents, agreements and instruments that the Indenture Trustee, acting at the written direction of the Requisite Global Majority, or the Administrative Agent may reasonably request in connection therewith.
(t)    Third Party Reviews; Reports. In addition to the reports prepared pursuant to Section 3.04 and Section 3.05 of the Transfer and Servicing Agreement, (i) If a Default, Event of Default, Amortization Event, Potential Amortization Event, Servicer Default or Potential Servicer Default is not continuing, then once per year (A) on or prior to September 30 (beginning September 30, 2021), or (B) on or prior to such other date as the Administrative Agent, each Managing Agent and the Transferor may mutually agree, or (ii) if a Default, Event of Default, Amortization Event, Potential Amortization Event, Servicer Default or Potential Servicer Default has occurred and is continuing, then at such frequency and on such dates as the Administrative Agent may request, but not more frequently than once per calendar quarter, the Administrative Agent and each Managing Agent shall receive a written report delivered by an independent accounting firm reasonably acceptable to the Administrative Agent and each Managing Agent addressing such procedures and scope identified on Annex I hereto, or otherwise addressing such additional procedures and scope reasonably requested by the Administrative Agent and the Managing Agents from time to time and consented to by the Transferor (which consent shall not be unreasonably withheld). The procedures performed and written report prepared with respect thereto shall be at the expense of the Servicer and shall be in form and substance satisfactory to the Administrative Agent and each Managing Agent.
(u)    Modifications to Credit and Collection Policies. The Servicer will not, and shall cause the Seller and each Originator not to, without the prior written consent of the Administrative Agent and each of the Managing Agents, make any change in, or amendment to, the Credit and Collection Policies or the Contracts (or any form of Contract) if such proposed change or amendment would be reasonably likely to materially adversely affect the collectability of the Receivables (or any Related Rights), materially decrease the credit quality of any newly originated Receivables or have a Material Adverse Effect on the Series 2017-VFN Noteholders. At least ten (10) days prior notice of the effectiveness of any change in, or amendment to, the Contracts or the Credit and Collection Policies that would be reasonably likely to materially adversely affect the collectability of the Receivables (or any Related Rights) or materially decrease the credit quality of any newly created Receivables or have a Material Adverse Effect on the Series 2017-VFN Noteholders, the Servicer shall furnish to the Administrative Agent and the Managing Agents a notice indicating such proposed change or amendment, together with a request for the consent of the Administrative Agent and the Managing Agents thereto. Not later than one week following any other change in, or amendment to, the Contracts or the Credit and Collection Policies, the Servicer shall furnish to the Administrative Agent and the Managing Agents a copy of the Contracts or the Credit and Collection Policies, as applicable, then in effect, together with a notice indicating such change or amendment.
(v)    Extension or Amendment of Receivables. The Servicer will not, and will cause the Seller and the Originators not to, extend, rescind, cancel, amend or otherwise modify the terms of any Receivable (or any Related Rights), including rescheduling, revising or deferring payments due on any Receivable, except in each case as would not individually or in the aggregate materially adversely affect the Administrative Agent, the Managing Agents, the Owners or the Noteholders, or in accordance with the Credit and Collection Policies and the Transfer and Servicing Agreement, or as ordered by a court of competent jurisdiction or other Governmental Authority, or with the prior consent of the Administrative Agent and each Managing Agent, or pursuant to Requirements of Law.



(w)    Limitation on Transactions with the Transferor and the Issuer. The Servicer will not, and shall cause the Seller and the Originators not to, enter into, or be a party to any transaction with the Transferor or the Issuer, except for (i) the transactions contemplated by this Agreement and the other Transaction Documents; and (ii) to the extent not otherwise prohibited under the Transaction Documents, other transactions in the nature of employment contracts and directors’ fees, upon fair and reasonable terms materially no less favorable to the Transferor or the Issuer than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate.
(x)    Accounting. The Servicer will not, and will not permit any Affiliate to, account for or treat (whether in financial statements or otherwise) the transactions contemplated by the Receivables Purchase Agreement and the Transfer and Servicing Agreement in any manner other than the sales and contributions of the Purchased Assets by the Seller to the Transferor, and the transfers of the Transferred Assets by the Transferor to the Issuer, or in any other respect account for or treat the transactions contemplated hereby in any manner other than as sales of such Purchased Assets to the Transferor and transfers of such Transferred Assets to the Issuer, except to the extent that such transactions are not recognized on account of consolidated financial reporting in accordance with GAAP.
(y)    Receivables Schedules. The Servicer shall deliver (or cause to be delivered) to the Administrative Agent the initial Receivables Schedule delivered to the Indenture Trustee on the Initial Addition Date and each updated or supplemented Receivables Schedule and Contract Additions Report delivered to the Indenture Trustee pursuant to the Transaction Documents on each Determination Date or Addition Date, as applicable (which delivery may occur in electronic format).
(z)    Maintain Existence. The Servicer will, and will cause the Seller and each Originator to, preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a corporation in each jurisdiction where its business is conducted, and will maintain all requisite authority to conduct its business in each jurisdiction in which its business requires such authority.
(aa)    Fulfillment of Obligations. The Servicer will, and will cause the Seller and each Originator to, (i) duly observe and perform, or cause to be observed or performed, all material obligations and undertakings on its part to be observed and performed under this Agreement, the Transaction Documents and the Receivables, (ii) subject to the terms hereof and the Credit and Collection Policies, duly observe and perform all material provisions, covenants and other promises required to be observed by it under the Receivables, (iii) do nothing to materially impair the rights, title and interest of the Owners in and to the Collateral and (iv) pay when due (or contest in good faith) any taxes, including without limitation any sales tax, excise tax or other similar tax or charge, payable by the Servicer, the Seller or any Originator in connection with the Receivables and their creation and satisfaction.
(bb)    Total Systems Failure. The Servicer shall promptly notify the Administrative Agent and each Managing Agent of any total failure of any systems necessary for the performance of its servicing obligations under the Transaction Documents (a “total systems failure”) and shall advise the Administrative Agent and each Managing Agent of the estimated time required to remedy such total systems failure and of the estimated date on which a Monthly Report can be delivered. Until a total systems failure is remedied, the Servicer shall (i) furnish to the Administrative Agent and each Managing Agent such periodic status reports and other information relating to such total systems failure as the Administrative Agent and any Managing Agent may reasonably request and (ii) promptly notify the Administrative Agent and each Managing Agent if the Servicer believes that such total systems failure cannot be remedied by the estimated date, which notice shall include a description of the circumstances which gave rise to such delay, the action proposed to be taken in response thereto, and a revised estimate of the date on which the Monthly Report can be delivered. The Servicer shall promptly notify the Administrative Agent and each Managing Agent when a total systems failure has been remedied.
(cc)    Insurance. The Servicer shall, or shall cause USCC to, for itself and the Seller, keep insured by financially sound and reputable insurers all property of a character usually insured by companies engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such companies, and carry such other insurance as is usually carried by such companies.
(dd)    Modification of Systems. The Servicer agrees, promptly after the replacement or any material modification of any computer system, automation system or other operating system (in respect of hardware or software) used to perform the Servicer’s material services as servicer or to make any calculations or reports hereunder or under the Transaction Documents, to give notice of any such replacement or modification to the Administrative Agent and each Managing Agent.
(ee)    Monthly Report. In addition to the information required to be included in each Monthly Report pursuant to Section 5.3 of the Indenture Supplement, the Servicer shall include in each Monthly Report relating to the Series 2017-VFN Notes, such other information or calculations relating to the Receivables owned by the Issuer on an aggregate basis as the Administrative Agent may reasonably request.
(ff)    Keeping of Records and Books of Account. The Servicer will, or will cause each of the Seller and the Originators to, as applicable, maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Transferred Assets in the event of the destruction of the originals thereof), and keep safely for the benefit of the Owners all records, and keep and maintain, or obtain, as and when required, all documents, books, records and other information reasonably necessary or advisable for the identification and collection of all Transferred Assets (including, without limitation, records adequate to permit the identification of all Collections in respect of and adjustments to each existing Transferred Asset).
(gg)    Customer List. The Servicer will, or will cause each of the Seller and the Originators to, as applicable, at all times maintain a current list (which may be stored on magnetic tapes or disks) of all Obligors under Contracts related to Transferred Assets, including the name, address, telephone number and contract identification number of each such Obligor.
(hh)    Compliance Certificate. Together with the annual report required under Section 4.9(b)(i), the Servicer shall furnish to the Administrative Agent and each Managing Agent a compliance certificate in substantially the form of Exhibit C hereto signed by the chief accounting officer or treasurer of the Servicer stating that no Default, Event of Default, Amortization Event, Potential Amortization Event, Servicer Default or Potential Servicer Default exists, or if any such event exists, stating the nature and status thereof.



(ii)    Servicer Statements and Reports. The Servicer shall deliver to the Administrative Agent and each Managing Agent each certificate and other report of the Servicer prepared pursuant to Section 3.04 and Section 3.05 of the Transfer and Servicing Agreement. In the event that the Servicer or one of its Affiliates is no longer acting as Servicer, the Servicer agrees to cause any Successor Servicer to deliver or make available to the Administrative Agent and each Managing Agent each certificate and report to be provided thereafter pursuant to Section 3.04 and Section 3.05 of the Transfer and Servicing Agreement or otherwise under this Agreement.
(jj)    Compliance with Requirements of Law. The Servicer shall, and shall cause the Seller and each Originator to, duly satisfy all obligations on its part to be fulfilled under or in connection with each Receivable and the related Contract, if any, and will maintain in effect all qualifications and licenses required under Requirements of Law in order to service properly each Receivable and the related Contract, if any, and will comply in all material respects with all other Requirements of Law in connection with servicing the Receivables, except to the extent the failure to so comply would not have a Material Adverse Effect.
(kk)    Access to Certain Documentation and Information Regarding the Receivables. In addition to any rights the Series 2017-VFN Noteholders may have pursuant to Section 6.08 of the Transfer and Servicing Agreement, the Servicer shall provide to the Administrative Agent access to the documentation regarding the Receivables in such cases where the Administrative Agent is required in connection with the enforcement of the rights of Owners or by applicable statutes or regulations to review such documentation, such access being afforded without charge but only (a) upon reasonable request, (b) during normal business hours, (c) subject to the Servicer’s normal security and confidentiality procedures, (d) at reasonably accessible offices in the continental United States designated by the Servicer, and (e) once per calendar year. Nothing in this Section 4.7(kk) shall derogate from the obligation of the Transferor, the Administrative Agent and the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors and the failure of the Servicer to provide access as provided in this Section 4.7(kk) as a result of such obligation shall not constitute a breach of this Section 4.7(kk).
(ll)    Examination of Records. The Servicer shall cause the Originators and the Seller to indicate in their computer files or other records that the Transferred Assets have been conveyed from the applicable Originator to the Seller pursuant to the Receivables Sale Agreement, and from the Seller to the Transferor pursuant to the Receivables Purchase Agreement. The Servicer shall cause the Originators and the Seller to, prior to the sale or transfer to a third party of any receivable held in its custody, examine its computer records and other records to determine that such receivable is not, and does not include, a Transferred Asset sold to the Transferor and transferred to the Issuer (for the benefit of the Owners).
SECTION 4.8    [Reserved].
SECTION 4.9    Additional Covenants of the Transferor and the Servicer. Each of the Transferor and the Servicer severally covenants and agrees, in each case as to itself individually or in such respective capacities, each with respect to itself only, unless otherwise consented to or waived in accordance with the provisions of Section 7.1, that:
(a)    Ratings of Commercial Paper Notes. To the extent that any rating provided with respect to a Conduit Purchaser’s Commercial Paper Notes by any rating agency is conditional upon the furnishing of documents or the taking of any other action by the Transferor or the Servicer, then such party, as applicable, shall take all reasonable actions to furnish such documents and take any such other action.
(b)    Information from the Seller, the Originators, the Transferor and the Servicer. So long as any Series 2017-VFN Notes remain outstanding, each of the Transferor and the Servicer will, and will cause the Performance Guarantor to, furnish to the Administrative Agent and each Managing Agent:
(i)    a copy of each certificate, opinion, report, statement, notice or other communication (other than investment instructions) furnished by or on behalf of such party to the Indenture Trustee or any Rating Agency under the Indenture or the Series 2017-VFN Supplement or any other Transaction Document, concurrently therewith, and promptly after receipt thereof, a copy of each notice, demand or other communication received by or on behalf of such party under the Indenture or the Series 2017-VFN Supplement; and
(ii)    such other information (including non-financial information), documents, records or reports reasonably related to the Transaction Documents or the transactions contemplated thereby and respecting the Issuer, the Receivables, the Transferor, the Seller, the Originators, the Performance Guarantor and the Servicer, as the Administrative Agent, any Conduit Purchaser or any Managing Agent may from time to time reasonably request.
(iii)    promptly following the sending or filing thereof, copies of all registration statements which the Transferor, USCC, the Seller, the Performance Guarantor or the Servicer files with the Commission or any national securities exchange in connection with the Issuer, the Indenture, the Series 2017-VFN Supplement or any Series 2017-VFN Notes.
(c)    Amendments. None of any Originator, the Seller, the Transferor or the Servicer will make, or permit any Person to make, any amendment, modification or change to, or provide any waiver under the Transaction Documents except in accordance with Section 7.1(c).
(d)    Prohibition on Indebtedness. Except as permitted by the Transaction Documents, the Transferor agrees that during the term of this Agreement, it shall not incur any indebtedness, or assume or guarantee indebtedness of any other entity, without the consent of Managing Agents representing Ownership Groups holding 100% of the aggregate outstanding Note Principal Balance on such date.
(e)    Revision of Eligibility Criteria. The Transferor and the Servicer, for itself and on behalf of the Seller and the Originators, each agree that it will not modify, amend or delete any portion of the definition of Eligible Institution, Eligible Investments, Eligible Receivable or Eligible Servicer, except in accordance with the provisions of Section 7.1(c).



(f)    Mutual Obligations. On and after the 20222023 Amendment Closing Date, each party hereto will do, execute and perform all such other acts, deeds and documents as the other party may from time to time reasonably require in order to carry out the intent of this Agreement.
(g)    Notice of Liens; Documentation of Transfer. The Transferor and the Servicer each agree that it will notify the Administrative Agent and each Managing Agent within ten (10) Business Days of any event that would cause any Originator, the Seller, the Transferor, the Servicer or the Indenture Trustee to be required to file financing statements, continuation statements or amendments thereto under the UCC pursuant to the Receivables Sale Agreement, the Receivables Purchase Agreement or the Transfer and Servicing Agreement (including, but not limited to, Section 9.02 of the Transfer and Servicing Agreement) or otherwise as would be necessary to perfect and maintain the security interest (and its priority) in and to the Eligible Receivables contemplated by the Transaction Documents.
(h)    Delegation of Duties. Except as permitted under the Transaction Documents, the Servicer agrees that it will not delegate any of its duties under the Transfer and Servicing Agreement pursuant to Section 6.09 thereof without the prior written consent of the Administrative Agent and each Managing Agent.
(i)    Anti-Corruption Laws and Sanctions.
(i)    The Servicer will maintain in effect and enforce policies and procedures designed to ensure compliance by the Servicer and the Transferor, and each of their respective Subsidiaries and their respective directors, officers, employees and agents, with Anti-Corruption Laws and applicable Sanctions.
(ii)    The Issuer will not request any Note Principal Balance Increase, and neither of the Servicer nor the Transferor shall procure for its Subsidiaries, and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Note Principal Balance Increase (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any other manner that would result in liability to any party hereto under any applicable Sanctions or the violation of any Sanctions applicable to any party hereto.
(j)    Third Party Payments. So long as any Series 2017-VFN Notes remain outstanding, neither the Transferor nor the Servicer will enter into any agreement with a third party that provides for the payment of all or a portion of the remaining Receivables Balance relating to any Contract held by or to be transferred to the Issuer, without the consent of the Series 2017-VFN Controlling Holders.
SECTION 4.10    Merger or Consolidation of, or Assumption, of the Obligations of the Transferor or the Seller.
(a)    The Transferor shall not consolidate or merge with any other Person.
(b)    The Performance Guarantor shall not permit the sale, consolidation or merger to an entity or entities unaffiliated with the Performance Guarantor, of one or more Originators which are Affiliates of the Performance Guarantor, and that are responsible for the origination and sale to the Seller (pursuant to the Receivables Sale Agreement) of a material portion of the Receivables intended to be sold and transferred to the Issuer pursuant to the Transaction Documents or if any such action would be reasonably likely to have a Material Adverse Effect.
(c)    Any Person (i) into which the Transferor or the Seller may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Transferor or the Seller, as applicable, shall be a party, (iii) that acquires by conveyance, transfer or lease substantially all of the assets of the Transferor or the Seller, as applicable, or (iv) succeeding to the business of the Performance Guarantor, USCC, the Transferor or the Seller, as applicable, which Person shall execute an agreement of assumption to perform every obligation of the Transferor or the Seller, as applicable, under this Agreement, shall be the successor to the Transferor or the Seller, as applicable, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. The Transferor or the Seller, as applicable, shall provide notice of any merger, consolidation, succession, conveyance or transfer pursuant to this Section 4.10(b) to each Managing Agent.
(d)    Notwithstanding the foregoing, none of the Transferor or the Seller shall consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless:
(i)    the Person formed by such consolidation or into which the Transferor or the Seller, as applicable, is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor or the Seller, as applicable, substantially as an entirety shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and, if the Transferor or the Seller, as applicable, is not the surviving Person, such Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto, the performance of every covenant and obligation of the Transferor or the Seller, as applicable, hereunder;
(ii)    immediately after giving effect to such transaction, no representation or warranty made pursuant to Article III hereof shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no Default, Event of Default, Amortization Event, Potential Amortization Event, Servicer Default or Potential Servicer Default shall have occurred; and



(iii)    the Transferor or the Seller, as applicable, has delivered to the Administrative Agent and each Managing Agent an Officer’s Certificate stating that such consolidation, merger, conveyance or transfer complies with this Section 4.10 and that all conditions precedent herein provided for relating to such transaction have been complied with, and an Opinion of Counsel to the effect that the agreement referred to in Section 4.10(c)(iv) above is the legal, valid and binding obligation of such successor Person enforceable against such successor Person in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity).
ARTICLE V
THE AGENTS
SECTION 5.1    Appointment.
(a)    Each Owner hereby irrevocably designates and appoints the Administrative Agent as the agent of such Owner under this Agreement, and each such Owner irrevocably authorizes the Administrative Agent, as the agent for such Owner, to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to the Administrative Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Owner in each Ownership Group hereby irrevocably designates and appoints the Managing Agent for such Ownership Group as the agent of such Owner under this Agreement, and each such Owner irrevocably authorizes such Managing Agent, as the agent for such Owner, to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Managing Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. In the event of a conflict between a determination or calculation made by the Administrative Agent and a determination or calculation made by the Owners, the determination or calculation of the Owners shall control absent manifest error. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Managing Agent (the Administrative Agent and each Managing Agent being referred to in this Article as an “Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Owner, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Agent.
(b)    Each Owner hereby accepts the appointment of the related Managing Agent specified on Schedule I hereto as its Managing Agent hereunder, and authorizes such Managing Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Managing Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto.
(c)    Except for actions which any Agent is expressly required to take pursuant to this Agreement or any Conduit Support Document, no Agent shall be required to take any action which exposes the Administrative Agent or such Agent to personal liability or which is contrary to applicable law unless such Agent shall receive further assurances to its satisfaction from the Owners of the indemnification obligations under Section 5.7 hereof against any and all liability and expense which may be incurred in taking or continuing to take such action. The Administrative Agent agrees to give to each Managing Agent and each Owner prompt notice of each notice and determination given to it by the Transferor, the Servicer or the Performance Guarantor, pursuant to the terms of this Agreement. Each Managing Agent agrees to give the Administrative Agent and such Managing Agent’s respective Conduit Purchaser, Committed Purchaser and Conduit Support Provider(s) prompt notice of each notice and determination given to it by the Transferor, the Servicer or the Performance Guarantor, pursuant to the terms of this Agreement. Subject to Section 5.9 hereof, the appointment and authority of the Administrative Agent and each Managing Agent hereunder shall terminate at the later to occur of (i) the payment to (A) each Owner and each Managing Agent of all amounts owing to such Owner and Managing Agent hereunder and (B) the Administrative Agent of all amounts due hereunder and (ii) the termination of this Agreement.
SECTION 5.2    Delegation of Duties. Each Agent may execute any of its duties under any of the Transaction Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.
SECTION 5.3    Exculpatory Provisions.
(a)    Neither any Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates shall be (a) liable to any of the Owners for any action lawfully taken or omitted to be taken by it or such Person under or in connection with any of the Transaction Documents (except for its or such Person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Owners for any recitals, statements, representations or warranties made by the Servicer, the Issuer, the Performance Guarantor or the Indenture Trustee or any officer thereof contained in any of the Transaction Documents or in any certificate, report, statement or other document referred to or provided for in, or received by an Agent under or in connection with, any of the Transaction Documents or for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the Transaction Documents or for any failure of the Servicer, the Issuer, the Performance Guarantor or the Indenture Trustee to perform its obligations thereunder. No Agent shall be under any obligation to any Owner to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, any of the Transaction Documents, or to inspect the properties, books or records of the Servicer, the Issuer, the Performance Guarantor or the Indenture Trustee.



(b)    Unless otherwise advised in writing by an Agent or by any Owner on whose behalf such Agent is purportedly acting, each party to this Agreement may assume that (i) such Agent is acting for the benefit of the Conduit Purchaser, Committed Purchaser and/or the Conduit Support Provider(s) included in the Owner on behalf of which it is acting, as well as for the benefit of each assignee or other transferee from such Conduit Purchaser, Committed Purchaser or Conduit Support Provider(s), and (ii) such action taken by such Agent has been duly authorized and approved by all necessary action on the part of the Owner on whose behalf it is purportedly acting. Each Owner shall have the right to designate a new Agent (which may be itself) to act on its behalf and on behalf of its assignees and transferees for purposes of this Agreement by giving to the Administrative Agent written notice thereof signed by such Owner(s) and the newly designated Agent; provided, however, if such new Agent is not an Affiliate of an Agent that is party hereto, any such designation of a new Agent shall require the consent of the Transferor, which consent shall not be unreasonably withheld or delayed. Such notice shall be effective when receipt thereof is acknowledged by the Administrative Agent, which acknowledgement the Administrative Agent shall not unreasonably delay giving, and thereafter the party named as such therein shall be the Agent for such Owner under this Agreement. Each Agent and its related Owner shall agree among themselves as to the circumstances and procedures for removal and resignation of such Agent.
SECTION 5.4    Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, electronic mail, written statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Agent), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any of the Transaction Documents unless it shall first receive such advice or concurrence of (x) the Series 2017-VFN Controlling Holders, in the case of the Administrative Agent, or (y) the Committed Purchasers in its Ownership Group, in the case of a Managing Agent, as it deems appropriate or it shall first be indemnified to its satisfaction by (i) in the case of the Administrative Agent, the Committed Purchasers or (ii) in the case of a Managing Agent, Committed Purchasers in its Ownership Group having Commitments aggregating greater than 50% of the aggregate Commitments of all Committed Purchasers in such Ownership Group, against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under any of the Transaction Documents in accordance with a request of the Series 2017-VFN Controlling Holders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all present and future Ownership Group. Each Managing Agent shall determine with its related Ownership Group the manner in which such Owner (and the Conduit Purchaser, Committed Purchaser and/or Conduit Support Provider(s) included therein) shall request or direct such Managing Agent to take action, or refrain from taking action, under this Agreement and the other Transaction Documents on behalf of such Owner. Such Managing Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with such determination, and such request and any action taken or failure to act pursuant thereto shall be binding upon such Managing Agent’s related Owner.
SECTION 5.5    Notices. No Agent shall be deemed to have knowledge or notice of the occurrence of any breach of this Agreement or the occurrence of any Default, Event of Default, Amortization Event, Potential Amortization Event, Servicer Default or Potential Servicer Default unless such Agent has received notice from the Issuer, the Servicer, USCC, the Indenture Trustee or any Owner, referring to this Agreement and describing such event. In the event that the Administrative Agent receives such a notice, it shall promptly give notice thereof to each Managing Agent, and in the event any Managing Agent receives such a notice, it shall promptly give notice thereof to the Owners in its Ownership Group. The Administrative Agent shall take such action with respect to such event as shall be reasonably directed by the Series 2017-VFN Controlling Holders, and each Managing Agent shall take such action with respect to such event as shall be reasonably directed by Owners in its Ownership Group in the manner determined among such Managing Agent and such Owners for taking any such action; provided, that unless and until such Managing Agent shall have received such directions, such Managing Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such event as it shall deem advisable in the best interests of the Owners or of the Owners in its Ownership Group, as applicable.
SECTION 5.6    Non Reliance on Agents and Other Owners. Each Owner expressly acknowledges that no Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of the Servicer, the Issuer, the Performance Guarantor or the Indenture Trustee shall be deemed to constitute any representation or warranty by any Agent to any Owner. Each Owner represents to each Agent that it has, independently and without reliance upon any Agent or any other Owner, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Servicer, the Issuer, the Performance Guarantor, the Receivables and the Indenture Trustee and made its own decision to purchase its interest in the Series 2017-VFN Notes hereunder and enter into this Agreement. Each Owner also represents that it will, independently and without reliance upon any Agent or any other Owner, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis, appraisals and decisions in taking or not taking action under any of the Transaction Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Originators, the Seller, the Transferor, the Servicer, the Issuer, the Performance Guarantor, the Receivables and the Indenture Trustee. Except, in the case of an Agent, for notices, reports and other documents received by such Agent under Article V hereof, no Agent shall have any duty or responsibility to provide any Owner with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Originators, the Seller, the Transferor, the Servicer, the Issuer, the Performance Guarantor, the Receivables or the Indenture Trustee which may come into the possession of such Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliates.



SECTION 5.7    Indemnification. (i) The Committed Purchasers agree to indemnify the Administrative Agent in its capacity as such (without limiting the obligation, if any, of the Issuer and the Servicer to reimburse the Administrative Agent for any such amounts), ratably according to their respective Commitments (or, if the Commitments have terminated, Percentage Interests), and (ii) the Committed Purchasers in each Ownership Group agree to indemnify the Managing Agent for such Ownership Group in its capacity as such (without limiting the obligation, if any, of the Issuer and the Servicer to reimburse such Managing Agent for any such amounts), ratably according to their respective Commitments (or, if the Commitments have terminated, Percentage Interests), in each case from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including at any time following the payment of the obligations under this Agreement, including the Note Principal Balance) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of this Agreement, or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by the Agent under or in connection with any of the foregoing; provided, that (i) no Owner shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting from its own gross negligence or willful misconduct and (ii) no Ownership Group shall be liable for any amount in respect of any compromise or settlement or any of the foregoing unless such compromise or settlement is approved by the Series 2017-VFN Controlling Holders. Without limitation of the generality of the foregoing, each Owner, other than a Conduit Purchaser, agrees to reimburse the Administrative Agent, promptly upon demand, for any reasonable out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Transaction Document; provided, that none of the Owners shall be responsible for the costs and expenses of the Administrative Agent in defending itself against any claim alleging the gross negligence or willful misconduct of the Administrative Agent to the extent such gross negligence or willful misconduct is determined by a court of competent jurisdiction in a final and non-appealable decision. The agreements in this Section shall survive the payment of the obligations under this Agreement, including the Note Principal Balance.
SECTION 5.8    Agents in their Individual Capacity. Each Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with USCC, the Originators, the Seller, the Issuer, the Performance Guarantor or the Servicer as though such Agent were not an agent hereunder. In addition, the Owners acknowledge that one or more Persons which are Agents may act (i) as administrator, sponsor or agent for one or more Conduit Purchasers and in such capacity act and may continue to act on behalf of each such Conduit Purchaser in connection with its business, and (ii) as the agent for certain financial institutions under the liquidity and credit enhancement agreements relating to this Agreement to which any one or more Conduit Purchasers is party and in various other capacities relating to the business of any such Conduit Purchaser under various agreements. Any such Person, in its capacity as Agent, shall not, by virtue of its acting in any such other capacities, be deemed to have duties or responsibilities hereunder or be held to a standard of care in connection with the performance of its duties as an Agent other than as expressly provided in this Agreement. Any Person which is an Agent may act as an Agent without regard to and without additional duties or liabilities arising from its role as such administrator or agent or arising from its acting in any such other capacity.
SECTION 5.9    Successor Agents.
(a)    The Administrative Agent may resign as Administrative Agent upon sixty (60) days’ notice to the Owners, each Managing Agent, the Indenture Trustee, the Issuer, the Performance Guarantor and the Servicer with such resignation becoming effective upon a successor administrative agent succeeding to the rights, powers and duties of the Administrative Agent pursuant to this Section 5.9. If the Administrative Agent shall resign as Administrative Agent under this Agreement, then the Series 2017-VFN Controlling Holders shall appoint from among the Committed Purchasers a successor administrative agent. Any Managing Agent may resign as Managing Agent upon ten (10) days’ notice to the Owners in its Ownership Group, the Administrative Agent, the Indenture Trustee, the Issuer and the Servicer with such resignation becoming effective upon a successor agent succeeding to the rights, powers and duties of the Managing Agent pursuant to this Section 5.9. If a Managing Agent shall resign as Managing Agent under this Agreement, then (i) Owners in its Ownership Group having Percentage Interests aggregating greater than 50% of the aggregate Percentage Interests of all Owners in such Ownership Group, and (ii) Committed Purchasers in its Ownership Group having Commitments aggregating greater than 50% of the aggregate Commitments of all Committed Purchasers in such Ownership Group shall appoint from among the Committed Purchasers in such Ownership Group a successor agent for such Ownership Group.
(b)    The Issuer may replace the Administrative Agent by giving at least one hundred twenty (120) days’ prior written notice to the Administrative Agent, the Owners, the Managing Agents, the Transferor, the Servicer, the Performance Guarantor and the Indenture Trustee. Any such replacement Administrative Agent shall be subject to the prior written approval of 100% of the Managing Agents as of such date (other than the Person then acting as the Administrative Agent, in such capacity, but including such Person, if applicable, in its capacity as an Owner), which approval shall not be unreasonably withheld or delayed. If 100% of the Managing Agents do not approve a replacement Administrative Agent, the Administrative Agent shall continue to serve in such capacity until it resigns in accordance with Section 5.9(a) or is replaced in accordance with this Section 5.9(b).
(c)    Any successor administrative agent or agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” or “Managing Agent,” as applicable, shall mean such successor administrative agent or managing agent effective upon its appointment, and the former Managing Agent’s rights, powers and duties as Managing Agent shall be terminated, without any other or further act or deed on the part of such former Managing Agent or any of the parties to this Agreement. After the retiring Managing Agent’s resignation as Managing Agent, the provisions of this Article V shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Managing Agent under this Agreement.
SECTION 5.10    Funding Decision. Each Owner acknowledges that it has, independently and without reliance upon the Administrative Agent, and based on such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Agreement and to fund an interest in the Invested Amount. Each Owner also acknowledges that it will, independently and without reliance upon the Administrative Agent or any of their respective Affiliates, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Agreement or any related agreement, instrument or other document.



ARTICLE VI
TRANSFERS OF SERIES 2017-VFN NOTES
SECTION 6.1    Transfers of Series 2017-VFN Notes.
(a)    Each Owner agrees that the interest in the Series 2017-VFN Notes purchased by it will be acquired for investment only and not with a view to any public distribution thereof, and that such Owner will not offer to sell or otherwise dispose of any Series 2017-VFN Note acquired by it (or any interest therein) in violation of any of the requirements of the Securities Act or any applicable state or other securities laws. Each Owner acknowledges that it has no right to require the Issuer to register, under the Securities Act, or any other securities law, the Series 2017-VFN Notes (or any interest therein) acquired by it pursuant to this Agreement or any Transfer Supplement. Each Owner hereby confirms and agrees that in connection with any transfer or syndication by it of an interest in the Series 2017-VFN Notes, such Owner has not engaged and will not engage in a general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
(b)    Each initial owner of a Series 2017-VFN Note or any interest therein and any Assignee thereof or Participant therein shall certify, as of the date it acquired an interest or Participation in the Series 2017-VFN Notes, to the Issuer, the Servicer, the Indenture Trustee, the Administrative Agent and the Managing Agent for its Ownership Group that it is either (i) a citizen or resident of the United States, (ii) a corporation or other entity organized in or under the laws of the United States or any political subdivision thereof or (iii) a person not described in (i) or (ii) who is entitled to receive payments under this Agreement and with respect to the Series 2017-VFN Notes without deduction or withholding of any United States federal income taxes and who will furnish to the Issuer, the Servicer, the Indenture Trustee, the Administrative Agent, the Managing Agent for its Ownership Group, and to the Owner making the Transfer the forms described in Section 2.5(c).
(c)    Any sale, transfer, assignment, participation, pledge, hypothecation or other disposition (a “Transfer”) of a Series 2017-VFN Note or any interest therein may be made only in accordance with this Section 6.1 and any applicable provisions of the Indenture, and must be in an amount not less than $5,000,000 except in the event of a transfer to another Owner or Conduit Support Provider within the same Ownership Group. No Series 2017-VFN Note or any interest therein may be transferred by Assignment or Participation to any Person (each, a “Transferee”) unless the Transferee is a Permitted Transferee. In connection with any Transfer, each such Transferee will execute and deliver an Investment Letter as required in Section 6.1(e); provided, no Investment Letter will be required in connection with any Participation to a Permitted Transferee that is an Affiliate of the related Owner, as provided in Section 6.1(d).
Each of the Issuer and the Servicer authorizes each Owner to disclose to any Transferee and Support Party and to any prospective Transferee or Support Party which is a Permitted Transferee any and all Confidential Information in the Owner’s possession concerning this Agreement or the Transaction Documents or concerning USCC, the Originators, the Seller, the Servicer, the Transferor, the Issuer, the Receivables, the Trust Assets or such party which has been delivered to any Managing Agent or such Owner pursuant to this Agreement or the Transaction Documents (including information obtained pursuant to rights of inspection granted hereunder) or which has been delivered to such Owner by or on behalf of the Issuer or the Servicer in connection with such Owner’s credit evaluation of the Receivables, the Trust Assets, the Issuer or the Servicer prior to becoming a party to, or purchasing an interest in this Agreement or the Series 2017-VFN Notes.
(d)    Each Owner may, in accordance with applicable law, at any time grant participations in all or part of its Commitment or its interest in the Series 2017-VFN Notes, including the payments due to it under this Agreement and the Transaction Documents (each, a “Participation”), to any Person who is a Permitted Transferee (each such Person, a “Participant”); provided, however, that no Participation shall be granted to any Person unless and until the Managing Agent for such Owner’s Ownership Group shall have consented thereto (such consent not to be unreasonably withheld); provided further, that the parties hereto agree that any Owner may grant a Participation to a Permitted Transferee that is an Affiliate of such Owner in connection with such Owner’s respective obligations under this Agreement without consent of any other party and without any further documentation. In connection with any such Participation, each Managing Agent for an Ownership Group shall maintain a register of each Participant of members of its Ownership Group and the amount of each related Participation. Each Owner hereby acknowledges and agrees that (A) any such Participation will not alter or affect such Owner’s direct obligations hereunder, and (B) neither the Indenture Trustee, the Issuer nor the Servicer shall have any obligation to have any communication or relationship with any Participant. Each Owner and each Participant shall comply with the provisions of Section 2.5(c) of this Agreement. No Participant shall be entitled to transfer all or any portion of its Participation, without the prior written consent of the Managing Agent for its Ownership Group (such consent not to be unreasonably withheld). Each Participant shall be entitled to receive additional amounts and indemnification pursuant to Sections 2.4, 2.5 and 2.6 hereof as if such Participant were an Owner and such Sections applied to its Participation; provided, in the case of Section 2.5, that such Participant has complied with the provisions of Section 2.5(c) hereof as if it were an Owner. Each Owner shall give the Managing Agent for its Ownership Group notice of the consummation of any sale by it of a Participation. It shall be a further condition to the grant of any Participation (except in the case of Participants that are Affiliates of the applicable Owner granting such Participation) that the Participant shall have certified, represented and warranted that (i) it is entitled to (A) receive payments with respect to its participation without deduction or withholding of any United States federal income taxes, and (B) an exemption from United States backup withholding tax, and (ii) to the extent such Participant has not otherwise directly provided such forms to the Servicer and the Indenture Trustee, (A) prior to the date on which the first interest payment is due to such Participant, such Participant will provide to the Servicer, the Administrative Agent and Indenture Trustee, the forms described in Section 2.5(c) (as applicable and as set forth therein) as though the Participant were an Owner, and (B) such Participant similarly will provide subsequent forms as described in Section 2.5(c) with respect to such Participant as though it were an Owner.



(e)    Each Owner may, with the consent of the Managing Agent for its Ownership Group (such consent not to be unreasonably withheld) and in accordance with applicable law, sell, assign or grant a security interest in or pledge (each, an “Assignment”), to any Permitted Transferee (each, an “Assignee”) all or any part of its Commitment (if any) or its interest in the Series 2017-VFN Notes and its rights and obligations under this Agreement and the Transaction Documents pursuant to an agreement substantially in the form attached hereto as Exhibit A hereto (a “Transfer Supplement”), executed by such Assignee and the Owner and delivered to the Managing Agent for its Ownership Group for its acceptance and consent (such consent not to be unreasonably withheld); provided, however, that (i) except for (A) an assignment by a Conduit Purchaser of its interest in the Series 2017-VFN Notes and its rights and obligations under this Agreement and the Transaction Documents to any one or more of the Committed Purchasers or Conduit Support Providers in its Ownership Group, or to such Conduit Purchaser’s Collateral Agent or a Conduit Trustee for its commercial paper program, or (B) an assignment by a Conduit Purchaser of the type described in the second sentence of Section 7.5, no such assignment or sale shall be effective unless and until the conditions to Transfer specified in this Agreement, including in Section 6.1 hereof, shall have been satisfied, (ii) no assignment or sale which results in the addition of a new Ownership Group shall be effective without the consent of the Administrative Agent, except in the event that an Amortization Event or Event of Default has occurred and is continuing, and (iii) in no event shall the consent of a Managing Agent be required in the case of an assignment by a Conduit Purchaser of its interest in the Series 2017-VFN Notes and its rights and obligations under this Agreement and the Transaction Documents to any one or more of the Committed Purchasers or Conduit Support Providers in its Ownership Group, or to the Collateral Agent or a Conduit Trustee for the related Conduit Purchaser’s commercial paper program. From and after the effective date determined pursuant to such Transfer Supplement, (x) the Assignee thereunder shall be a party hereto and, to the extent provided in such Transfer Supplement, have the rights and obligations of an Owner hereunder as set forth therein and (y) the transferor Owner shall, to the extent provided in such Transfer Supplement, be released from its Commitment and other obligations under this Agreement; provided, however, that after giving effect to each such Assignment, the obligations released by any such Owner shall have been assumed by an Assignee or Assignees. No pledge and/or collateral assignment by any Conduit Purchaser to a Support Party under a Support Facility of an interest in the rights of such Conduit Purchaser in any Note Principal Balance Increase made by such Conduit Purchaser and the obligations under this Agreement shall constitute an assignment and/or assumption of such Conduit Purchaser’s obligations under this Agreement, such obligations in all cases remaining with such Conduit Purchaser. Moreover, any such pledge and/or collateral assignment of the rights of such Conduit Purchaser shall be permitted hereunder without further action or consent and any such pledgee may foreclose on any such pledge and perfect an assignment of such interest and enforce such Conduit Purchaser’s right hereunder notwithstanding anything to the contrary in this Agreement. Such Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee and the resulting adjustment of Percentage Interests or Committed Percentages arising from the Assignment. Upon its receipt and acceptance of a duly executed Transfer Supplement, the Managing Agent for the applicable Ownership Group (or, in the case of an Assignment by which a new Ownership Group is added to this Agreement, the Administrative Agent) shall on the effective date determined pursuant thereto give notice of such acceptance to the Issuer, the Servicer and the Indenture Trustee.
Upon instruction to register a transfer of an Owner’s interest in the Series 2017-VFN Notes (or portion thereof) and surrender for registration of transfer of such Owner’s Series 2017-VFN Note(s) (if applicable) and delivery to the Issuer and the Registrar of an Investment Letter, executed by the registered owner (and the beneficial owner if it is a Person other than the registered owner), and receipt by the Registrar of a copy of the duly executed related Transfer Supplement and such other documents as may be required under this Agreement, such interest in the Series 2017-VFN Notes (or portion thereof) shall be transferred in the records of the Registrar and the applicable Managing Agent and, if requested by the Assignee, new Series 2017-VFN Notes shall be issued to the Assignee and, if applicable, the transferor Owner in amounts reflecting such Transfer as provided in the Indenture. To the extent of any conflict between the provisions of this Section 6.1 and any provisions of Section 2.17 of the Indenture applicable to Transfers of Series 2017-VFN Notes (or interests therein), the provisions of Section 2.17 of the Indenture shall control. Successive registrations of Transfers as aforesaid may be made from time to time as desired, and each such registration of a transfer to a new registered owner shall be noted on the Note Register.
(f)    Each Owner may pledge its interest in the Series 2017-VFN Notes to any Federal Reserve Bank as collateral in accordance with applicable law without further action or consent.
(g)    Any Owner shall have the option to change its Investing Office, provided, that such Owner shall have prior to such change in office complied with the provisions of Section 2.5 hereof and provided further, that such Owner shall not be entitled to any amounts otherwise payable under Section 2.4 or Section 2.5 hereof resulting solely from such change in office unless such change in office was mandated by applicable law or by such Owner’s compliance with the provisions of this Agreement.
(h)    Each Support Party shall be entitled to receive additional payments and indemnification pursuant to Section 2.4, Section 2.5 or Section 2.6 hereof as though it were an Owner and such Section applied to its interest in or commitment to acquire an interest in the Series 2017-VFN Notes; provided, that such Support Party shall not be entitled to additional payments pursuant to (i) Section 2.4 by reason of Regulatory Changes which occurred prior to the date it became a Support Party except as otherwise provided in such Section or (ii) Section 2.5 attributable to its failure to satisfy the requirements of Section 2.5 as if it were an Owner, and provided further, that unless such Support Party is a Permitted Transferee or has been consented to by the Issuer, such Support Party shall be entitled to receive additional amounts pursuant to Section 2.4 or Section 2.5 only to the extent that its related Conduit Purchaser would have been entitled to receive such amounts in the absence of the Commitment and Support Advances from such Support Party. The provisions of Section 2.4 shall apply to each Managing Agent and to such of its Affiliates as may from time to time administer, make referrals to or otherwise provide services or support to the Conduit Purchaser in the corresponding Ownership Group (in each case as though such Managing Agent or Affiliate were an Owner and such Section applied to its administration of or other provisions of services or support to such Conduit Purchaser in connection with the transactions contemplated by this Agreement), whether as an administrator, administrative agent, referral agent, managing agent or otherwise.
(i)    Each Support Party claiming increased amounts described in Section 2.4 or Section 2.5 hereof shall furnish, through its related Conduit Purchaser, to the Issuer, the Administrative Agent, the Servicer, the Indenture Trustee and the Managing Agent for the applicable Ownership Group a certificate setting forth the basis and amount of each request by such Support Party for any such amounts referred to in Section 2.4 or Section 2.5, such certificate to be conclusive with respect to the factual information set forth therein absent manifest error.



ARTICLE VII
MISCELLANEOUS
SECTION 7.1    Amendments and Waivers.
(a)    This Agreement may not be amended, supplemented or modified nor may any provision hereof be waived except in accordance with the provisions of this Section 7.1. With the written consent of the Administrative Agent and the Managing Agents of Ownership Groups holding 100% of the Outstanding Amount of the Series 2017-VFN Notes, the parties hereto may, from time to time, enter into written amendments, supplements, waivers or modifications hereto for the purpose of adding any provisions to this Agreement or changing in any manner the rights of any party hereto or waiving, on such terms and conditions as may be specified in such instrument, any of the requirements of this Agreement; provided, however, that no such amendment, supplement, waiver or modification shall (i) reduce the amount or extend the maturity of any Series 2017-VFN Note or reduce the rate or extend the time of payment of interest thereon, or reduce or alter the timing of any other amount payable to any Owner hereunder or under the Indenture, in each case without the consent of the Owner affected thereby, or (ii) (x) increase or otherwise modify the Commitment of any Ownership Group; (y) amend, modify or waive any provision of this Section 7.1 or (z) amend, modify or waive any provision of Article V of this Agreement, without the written consent of each Managing Agent affected by such amendment, modification or waiver; and provided further, that no provision of this Agreement that pertains specifically to any Conduit Purchaser, Committed Purchaser, a Support Party or an Note Principal Balance Increase made by such Conduit Purchaser or Committed Purchaser, may be amended or waived without the written consent of such Conduit Purchaser or Committed Purchaser. Any waiver of any provision of this Agreement shall be limited to the provisions specifically set forth therein for the period of time set forth therein and shall not be construed to be a waiver of any other provision of this Agreement. Any amendment under this Section 7.1(a) is subject only to the requirements that the Issuer delivers to each Owner and Managing Agent and the Indenture Trustee an Officer’s Certificate of the Issuer to the effect that the proposed amendment meets the requirements set forth in this Section 7.1(a).
(b)    Without derogating from the absolute nature of the assignment granted to Indenture Trustee pursuant to the Indenture or the rights of Indenture Trustee under the Indenture, the Issuer agrees that it will not, without the prior written consent of the Indenture Trustee (acting at the written direction of Noteholders representing the Series 2017-VFN Controlling Holders), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Receivable or the Related Rights (except to the extent otherwise provided or permitted in the Transfer and Servicing Agreement or any other Transaction Document, other than those amendments affecting solely other Series) or the Transaction Documents (except to the extent otherwise provided or permitted in the Transaction Documents, other than those amendments affecting solely other Series), or waive timely performance or observance by the Servicer or the Transferor of their respective obligations under the Transfer and Servicing Agreement; provided, however, that any such amendment shall not (A) reduce the amount or extend the maturity of any Series 2017-VFN Note or reduce the rate or extend the time of payment of interest thereon, or reduce or alter the timing of any other amount payable to any Owner hereunder or under the Indenture, in each case without the consent of the Owner affected thereby, or (B) reduce the aforesaid percentage of the Series 2017-VFN Notes that is required to consent to any such amendment, without the consent of the Holders of all the Outstanding Series 2017-VFN Notes. If any such amendment, modification, supplement or waiver shall be so consented to by Indenture Trustee (at the written direction of such Noteholders), the Issuer agrees, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as are necessary or appropriate in the circumstances. The Indenture Trustee shall have no obligation to consent or agree to any amendment or modification that would affect the Indenture Trustee’s duties, obligations, rights, responsibilities, indemnities or immunities under any Transaction Document. Promptly upon execution of any amendment to this Agreement, the Issuer shall deliver a copy of such amendment to the Indenture Trustee.
(c)    Except with respect to provisions of the Transaction Documents permitting amendments without consent of Noteholders, and subject to the requirements of such provisions, none of the Transferor, the Issuer, the Servicer or the Performance Guarantor shall permit or consent to any amendment, waiver, supplement or other modification of any of the Transaction Documents without the prior written consent of the Administrative Agent and Managing Agents of Ownership Groups holding 66-2/3% of the Outstanding Amount of the Series 2017-VFN Notes; provided, however, that no such amendment, waiver, supplement, modification, consent or change to any Transaction Document may (i) reduce the amount or extend the maturity of any Series 2017-VFN Note or reduce the rate or extend the time of payment of interest thereon, or reduce or alter the timing of any other amount payable to any Owner under any Transaction Document, (ii) modify in any respect the definitions of “Advance Amount,” “Advance Rate,” “Aggregate Advance Amount,” “Amortization Period,” “Asset Base,” “Asset Base Deficiency,” “Change of Control,” “Defaulted Receivable,” “Delinquent Receivable,” “Determination Date,” “Excess Concentrations,” “Hedging Requirements,” “Note Rate,” “Required Hedge Rate,” “Requisite Global Majority,” “Series 2017-VFN Controlling Holders,” “Series 2017-VFN Majority Holders,” “Series 2017-VFN Default Ratio,” “Series 2017-VFN Delinquency Ratio,” “Series 2017-VFN Dilution Ratio,” “Series Discount Percentage,” “Supplemental Principal Payment Amount,” “Target Deposit Amount,” or any other definition included on Annex A to the Series 2017-VFN Indenture Supplement, or any component thereof (or any definitions comprising such definitions if such change would alter the calculation of such amount) under the Series 2017-VFN Supplement, (iii) modify in any respect the Events of Default, Amortization Events or Servicer Defaults applicable to Series 2017-VFN, (iv) modify, amend or delete any portion of the definition of Eligible Institution, Eligible Investments, Eligible Receivable or Eligible Servicer, (v) release or otherwise waive the Performance Guarantor’s performance of its obligations pursuant to the Performance Guaranty, (vi) make any change that could reasonably be expected to impair the creation or perfection of the security interest in favor of the Indenture Trustee for the benefit of the Series 2017-VFN Noteholders, (vii) change or waive any of the provisions of Sections 2.06, 4.02, 4.04 or 6.07 of the Transfer and Servicing Agreement, Sections 4.1 or 4.2 of the Series 2017-VFN Supplement, or Sections 2.2, 3.2, 4.6(n), 4.6(p), 4.7(o), 4.7(t), 4.7(u), 4.9(c), 4.10, or 7.1 of this Agreement, or (viii) amend, modify or waive any provision of this Section 7.1(c), without the written consent of the Administrative Agent and each Managing Agent affected thereby; provided, further, that no consent of the Administrative Agent or any Managing Agent shall be required for any amendment, modification or change to, or provide any waiver under any Fee Letter to which the Administrative Agent or such Managing Agent is not a party; provided, further, that no consent of the Administrative Agent or any Managing Agent shall be required for any amendment, modification or change to any Transaction Document:
(i)    to cure any ambiguity;
(ii)    to correct or supplement any provision in any Transaction Document that may be defective or inconsistent with any other provision in this Agreement or any other Transaction Document;



(iii)    to add or supplement any Enhancement Agreement for the benefit of any Ownership Group (provided that if any such addition shall affect any Ownership Group differently than any other Ownership Group, then such addition shall not, as evidenced by an Opinion of Counsel, materially and adversely affect in any material respect the interests of any Ownership Group);
(iv)    to add to the covenants, restrictions or obligations of the Transferor, the Servicer, the Owner Trustee or the Indenture Trustee for the benefit of the Owners;
(v)    to add, change or eliminate any other provision of this Agreement or any other Transaction Document in any manner that shall not, as evidenced by an Opinion of Counsel, materially and adversely affect the interests of the Owners; or
(vi)    to enter into indentures supplemental to the Indenture pursuant to Article X thereof for purposes of issuing a new Series of Notes or to amend, modify or supplement any such series supplement.
SECTION 7.2    Notices.
(a)    All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including telecopies or electronic communication) and shall be delivered or mailed by first class United States mail, postage prepaid, hand delivery, prepaid courier service or facsimile transmission (during business hours on a Business Day), as to each party hereto, at its address identified on Schedule I, Schedule II or Schedule III hereto, as applicable, or at such other address as shall be designated by such party in a written notice to the other party hereto. All such notices and communications shall be deemed delivered and shall be effective (i) if given by registered or certified first class United States mail, three Business Days after such communication is deposited in the mails in such fashion, (ii) if given by facsimile transmission, upon transmission to the facsimile number specified hereunder (as evidenced by electronic confirmation of such transmission), or (iii) if given by any other means (including prepaid courier), when delivered to the address of the recipient for notices hereunder.
(b)    All payments to be made to the Administrative Agent or any Managing Agent or Owner hereunder shall be made in U.S. dollars and in immediately available funds not later than 2:00 p.m., New York City time, on the date payment is due, and, unless otherwise specifically provided herein, shall be made to the applicable Managing Agent, for the account of one or more of the Owners or for its own account, as the case may be. Unless otherwise directed by the Administrative Agent, all payments to it hereunder shall be made by federal wire to the Administrative Agent at such account as the Administrative Agent may designate in writing to the Issuer. Unless otherwise directed by a Managing Agent or Owner, all payments to it shall be made by federal wire to the account specified on Schedule I hereto or in the Transfer Supplement by which it became a party hereto (provided, in the case of an account specified in a Transfer Supplement, that the Managing Agent, the Administrative Agent, the Issuer, the Servicer or the Indenture Trustee, as the case may be, shall have received notice thereof).
SECTION 7.3    Confidentiality.
(a)    Each of USCC, the Transferor, the Issuer, the Servicer and the Performance Guarantor, severally and with respect to itself only (or, with respect to USCC, for itself and on behalf of the Seller and the Originators), covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement (including any fees payable in connection with this Agreement or the other Transaction Documents or the identity of any Owner under this Agreement), except as the Administrative Agent or such Managing Agent or Owner may have consented to in writing prior to any proposed disclosure and except that it may disclose such information (i) to its officers, directors, employees, agents, counsel, accountants, auditors, advisors or representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Issuer or the Servicer or (iii) to the extent it should be (A) required by law, rule or regulation, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that in the case of clause (iii)(A), USCC, the Issuer, the Transferor, the Servicer and the Performance Guarantor, as applicable, will use all reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by law) notify the affected Administrative Agent, Managing Agent or Owners of its intention to make any such disclosure prior to making such disclosure.
(b)    Each of the Administrative Agent, each Managing Agent and each Owner, severally and with respect to itself only, agrees that it will use the Confidential Information solely for the purpose of the Transaction (as defined below) and agrees to reveal the Confidential Information only to its affiliates, subsidiaries, directors, officers, employees and agents (collectively, the “Affiliates”) with a need to know the Confidential Information for the purposes of the transaction evidenced by this Agreement and the other Transaction Documents (the “Transaction”). Each of the Administrative Agent, each Managing Agent and each Owner agrees not to disclose to any third party any such Confidential Information now or hereafter received or obtained by it without the Servicer’s and the Issuer’s prior written consent; provided, however, that it may disclose any such Confidential Information to its respective accountants, attorneys and other confidential advisors (collectively “Advisors”) who need to know such information for the purpose of assisting it in connection with the Transaction. Each of the Administrative Agent and each Managing Agent and Owner agrees to be responsible for any breach of this Agreement by its Affiliates and Advisors and agrees that its Affiliates and Advisors will be advised by it of the confidential nature of such information and shall agree to be bound by this Agreement.



(c)    None of the Administrative Agent, any Managing Agent or any Owner nor any of their Affiliates or Advisors, without the prior written consent of the Servicer and the Issuer, will disclose to any person the fact that Confidential Information has been provided to it or them, that discussions or negotiations have taken place with respect to the Transaction, or the existence, terms, conditions, or other facts of the Transaction, including the status thereof. Notwithstanding the foregoing, the Confidential Information and the fact that discussions or negotiations are taking place with respect to a Transaction or the existence, terms, conditions, or other facts of such Transaction, including the status thereof may be disclosed on a confidential basis (i) to the Administrative Agent, the Managing Agents, the Owners, the Conduit Support Providers or any program administrator for a Conduit Purchaser by each other, (ii) by the Administrative Agent, the Managing Agents or the Owners to any prospective or actual assignee or participant of any of them, (iii) by the Administrative Agent, any Managing Agent, any Owner or any program administrator for any Conduit Purchaser to any nationally recognized statistical rating organization in compliance with Rule 17g-5 under the Exchange Act (or to any other rating agency in compliance with any similar rule or regulation in any relevant jurisdiction), commercial paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to a Conduit Purchaser or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which such Managing Agent or Committed Purchaser acts as the administrative agent and (iv) pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law).
(d)    Notwithstanding anything herein to the contrary, if the Administrative Agent, any Managing Agent or Owner or any of their Affiliates or Advisors are legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any of the Confidential Information (including the fact that discussions or negotiations are taking place with respect to the Transaction) it may disclose such Confidential Information; provided, that it promptly notify the Servicer and the Issuer of such requirement so that the Servicer and/or the Issuer may seek a protective order or other appropriate remedy and/or waive compliance with the provisions hereof. Each of the Administrative Agent and each Managing Agent and Owner agrees to use commercially reasonable efforts to assist the Servicer and the Issuer in obtaining any such protective order. Failing the entry of a protective order or the receipt of a waiver hereunder, it may disclose, without liability hereunder, that portion (and only that portion) of the Confidential Information that it has been advised by counsel that it is legally compelled to disclose; provided that it agrees to use commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information by the person or persons to whom it was disclosed.
(e)    Notwithstanding anything herein to the contrary, it is understood that the Administrative Agent, the Managing Agents and the Owners or their affiliates may disclose the Confidential Information or portions thereof at the request of a bank examiner or other regulatory authority or in connection with an examination of any of the Administrative Agent, the Managing Agents or the Owners and their respective Affiliates by a bank examiner or other regulatory authority without any notice to the Issuer or the Servicer.
(f)    Notwithstanding anything herein to the contrary, the obligations of confidentiality contained herein shall not apply to the federal tax structure or federal tax treatment of the Transaction, and each party and Owner (and any employee, representative or agent of any party or Owner) may disclose to any and all persons, without limitation of any kind, all materials of any kind (including opinions or other tax analyses) that are provided relating to such federal tax structure and federal tax treatment of the Transaction. This authorization of tax disclosure is retroactively effective to the commencement of the first discussions among the parties regarding the transactions contemplated by this Agreement and the other Transaction Documents. For these purposes, “tax structure” is limited to facts relevant to the U.S. federal income tax treatment of the transactions entered into under this Agreement and the other Transaction Documents.
(g)    Notwithstanding anything herein to the contrary, the Transferor acknowledges and agrees that the Conduit Purchasers, the Committed Purchasers and the Managing Agents are permitted to provide to the Conduit Support Providers, respective Collateral Agent or Conduit Trustee for its commercial paper program (if applicable), permitted assignees and participants, the placement agents for their respective Commercial Paper Notes, the rating agencies with respect to such notes and other liquidity and credit providers under their respective Commercial Paper Notes or commercial paper programs, opinions, certificates, documents and other information relating to the Transferor and the Receivables delivered to the Administrative Agent, the Committed Purchasers, the Conduit Purchasers or the Managing Agents pursuant to this Agreement.
SECTION 7.4    No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any party hereto, any right, remedy, power or privilege under any of the Transaction Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege under any of the Transaction Documents preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided in the Transaction Documents are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
SECTION 7.5    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of USCC, the Issuer, the Servicer, the Performance Guarantor, the Administrative Agent, the Managing Agents, the Owners, any Transferee and their respective successors and permitted assigns, and, to the extent provided herein, to each Indemnified Party, Participant and Support Party and their respective successors and assigns; provided, that, except as provided in Section 4.10, none of USCC, the Issuer, the Transferor, the Servicer or the Performance Guarantor may assign or transfer any of their respective rights or obligations under this Agreement without the prior written consent of all of the Managing Agents; provided further, that (i) in connection with any such assignment the assignee shall expressly agree in writing to assume all the obligations of USCC, the Issuer, the Transferor, the Servicer or the Performance Guarantor, as applicable, hereunder and (ii) no such assignment made without the prior written consent of all of the Managing Agents shall relieve USCC, the Issuer, the Transferor, the Servicer or the Performance Guarantor, as applicable, of any of its obligations hereunder; and provided further that no assignment permitted hereunder shall relieve USCC, the Issuer, the Transferor, the Servicer or the Performance Guarantor, as applicable, from any obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein). Each of the Issuer and the Transferor acknowledges (i) that Thunder Bay may at any time assign, pledge or grant a security interest in this Agreement or all or any portion of the rights such Conduit Purchaser may have hereunder to a collateral trustee in order to comply with Rule 3a-7 of the Investment Company Act, and (ii) that each Conduit Purchaser may assign a security interest in or pledge this Agreement and any rights such Conduit Purchaser may have hereunder to the Collateral Agent or a Conduit Trustee for its commercial paper program to secure obligations of such Conduit Purchaser, in each case without notice to or consent of the Transferor or the Issuer; provided, that no such assignment by any Conduit Purchaser specified in clauses (i) or (ii) above shall relieve such Conduit Purchaser of any of its obligations hereunder.



SECTION 7.6    Successors to Servicer. In the event that a transfer of servicing occurs under the Transfer and Servicing Agreement pursuant to the terms thereof, (i) from and after the effective date of such transfer, the Successor Servicer shall be the successor in all respects to the Servicer and shall be responsible for the performance of all functions to be performed by the Servicer from and after such date, except as provided in the Transfer and Servicing Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer, and (ii) as of the date of such transfer, the Successor Servicer shall be deemed to have made with respect to itself the representations and warranties made in Section 4.2 hereof with appropriate factual changes; provided, however, that the references to the Servicer contained in Section 2.6(b) of this Agreement shall be deemed to refer to the Servicer with respect to responsibilities, duties and liabilities arising out of an act or acts, or omission, or an event or events giving rise to such responsibilities, duties and liabilities and occurring during such time that the Servicer was Servicer under this Agreement and shall be deemed to refer to the Successor Servicer with respect to responsibilities, duties and liabilities arising out of an act or acts, or omission, or an event or events giving rise to such responsibilities, duties and liabilities and occurring during such time that the Successor Servicer acts as Servicer under the Transfer and Servicing Agreement; provided, however, to the extent that an obligation to indemnify Indemnified Parties under Section 2.6 hereof arises as a result of any act or failure to act of any Successor Servicer in the performance of servicing obligations under the Transfer and Servicing Agreement, such indemnification obligation shall be of the Successor Servicer and not its predecessor.
SECTION 7.7    Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution,” signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement or the other Transaction Documents shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
SECTION 7.8    Severability. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.
SECTION 7.9    Integration. This Agreement represents the agreement of the Issuer, the Transferor, the Servicer, the Administrative Agent, the Managing Agents and the Owners with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any party hereto relative to subject matter hereof not expressly set forth or referred to herein or therein or in the Transaction Documents.
SECTION 7.10    Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW PROVISIONS.
SECTION 7.11    WAIVER OF JURY TRIAL. EACH OF THE ISSUER, THE TRANSFEROR, THE SERVICER, THE PERFORMANCE GUARANTOR, THE ADMINISTRATIVE AGENT, THE MANAGING AGENTS AND THE OWNERS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, THE SERIES 2017-VFN NOTES OR ANY OTHER DOCUMENTS AND INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF THE ISSUER, THE TRANSFEROR, THE SERVICER, THE PERFORMANCE GUARANTOR, THE ADMINISTRATIVE AGENT, THE MANAGING AGENTS AND THE OWNERS. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT AND FOR OWNERS PURCHASING AN INTEREST IN THE SERIES 2017-VFN NOTES DESCRIBED HEREIN AND THE ADMINISTRATIVE AGENT AND EACH MANAGING AGENT AGREEING TO ACT AS SUCH HEREUNDER.
SECTION 7.12    Jurisdiction; Consent to Service of Process. Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York state court in New York County or federal court of the United States of America for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment arising out of or relating to this Agreement; (ii) agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York state court or, to the extent permitted by law, federal court; (iii) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 7.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages.
SECTION 7.13    Termination. This Agreement shall remain in full force and effect until the Termination Date; provided, that the provisions of Sections 2.3, 2.4, 2.5, 2.6, 2.7, 5.1, 5.2, 5.7, 7.10, 7.12, 7.13, 7.14, and 7.16 shall survive termination of this Agreement and any amounts payable to the Administrative Agent, the Managing Agents, the Owners or any Support Party thereunder shall remain payable thereto.



SECTION 7.14    Limited Recourse; No Proceedings.
(a)    The obligations of the Issuer under this Agreement, the Transaction Documents or any other agreement, instrument, document or certificate executed and delivered or issued by the Issuer in connection herewith are solely the obligations of the Issuer to pay any amounts hereunder or under the Transaction Documents shall be limited solely to the application of amounts available pursuant to the Indenture. No recourse shall be had for the payment of any fee or any other obligations or claim arising out of or based upon this Agreement, the Transaction Documents or any other agreement, instrument, document or certificate executed and delivered or issued by the Issuer in connection herewith against any employee, officer, director, incorporator, agent or trustee of the Issuer or any Affiliate of the Issuer.
(b)    The Performance Guarantor, the Administrative Agent, each Managing Agent, and each Owner covenants and agrees that it shall not institute against, or join any other Person in instituting against the Transferor or the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.
(c)    Each of the parties hereto (each a “Restricted Person”) hereby agrees that it will not institute against any Conduit Purchaser or the Issuer, or join any other Person in instituting against any Conduit Purchaser or any Committed Purchaser that is a multi-seller asset-backed commercial paper conduit, any proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, present a petition for the winding up or liquidation of a Conduit Purchaser, a Committed Purchaser that is a multi-seller asset-backed commercial paper conduit, or the Issuer, or seek the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for a Conduit Purchaser or a Committed Purchaser that is a multi-seller asset-backed commercial paper conduit, or for all or substantially all of any such Person’s assets prior to the date that is one year and a day (or, if longer, the applicable preference period then in effect) after the last day on which any senior indebtedness issued by a Conduit Purchaser shall have been outstanding. Nothing in the foregoing clause shall limit the right of any Restricted Person to file any claim in or otherwise take any action with respect to any proceeding of the type described herein that was instituted against a Conduit Purchaser or a Committed Purchaser that is a multi-seller asset-backed commercial paper conduit by any Person other than such Restricted Person.
SECTION 7.15    Survival of Representations and Warranties. All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement, the purchase of the Series 2017-VFN Notes hereunder, any transfer of Series 2017-VFN Notes, and the termination of this Agreement.
SECTION 7.16    No Recourse.
(a)    No Conduit Purchaser shall, or shall be obligated to, fund or pay any amount pursuant to any obligation under this Agreement unless such Conduit Purchaser has received funds which may be used to make such funding or other payment and which funds are not required to repay Commercial Paper Notes issued by, or finance activities of, such Conduit Purchaser when due, and after giving effect to such payment, either (i) such Conduit Purchaser could issue Commercial Paper Notes to refinance all of its outstanding Commercial Paper Notes (assuming such outstanding Commercial Paper Notes matured at such time) in accordance with the program documents governing its commercial paper program or (ii) all of the Commercial Paper Notes are paid in full. The obligations of each Conduit Purchaser under this Agreement shall be solely the corporate obligations of such Conduit Purchaser. Any amount which such Conduit Purchaser does not advance pursuant to the operation of this paragraph shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or obligation of such Conduit Purchaser for any such insufficiency.
(b)    No recourse under any obligation, covenant or agreement of a Conduit Purchaser contained in this Agreement shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of such Conduit Purchaser, any Managing Agent, any Support Party, the Administrative Agent or any of their Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of such Conduit Purchaser, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of such Conduit Purchaser, any Managing Agent, any Support Party, the Administrative Agent or any of their Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided, that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them.
SECTION 7.17    RBC Roles. RBC acts as Administrative Agent and a Managing Agent and Support Party for certain Conduit Purchasers, and may provide other services or facilities from time to time (the “RBC Roles”). Without limiting the generality hereof, each of the parties hereto hereby acknowledges and consents to any and all RBC Roles, waives any objections it may have to any actual or potential conflicts of interest caused by RBC acting as the Administrative Agent, a Managing Agent, or as a Support Party with respect to any Conduit Purchaser or RBC maintaining any of the RBC Roles, and agrees that in connection with any RBC Role may take, or refrain from taking, any action that it in its discretion deems appropriate.
SECTION 7.18    USA PATRIOT Act. Each Owner that is subject to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107 56 (signed into law October 26, 2001)) (the “Act”) hereby notifies the Issuer that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Issuer, which information includes the name and address of the Issuer and other information that will allow such Owner to identify the Issuer in accordance with the Act.
SECTION 7.19    Tax Characterization. Each party to this Agreement (a) acknowledges and agrees that it is the intent of the parties to this Agreement that, for federal, state and local tax purposes only, the Series 2017-VFN Notes will be treated as evidence of indebtedness secured by the Receivables, the Collateral and proceeds thereof and the Issuer will not be characterized as an association (or publicly traded partnership) taxable as a corporation, (b) agrees to treat the Series 2017-VFN Notes as indebtedness for federal, state and local tax purposes and (c) agrees that the provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties.



SECTION 7.20    Accounting Treatment by Owners. Each party to this Agreement acknowledges and agrees that it is the intent of the Owners to treat the variable funding loan evidenced by its Series 2017-VFN Note as a lending for its purposes under GAAP, including but not limited to the purposes of Financial Accounting Standard No. 115 of the Financial Accounting Standards Board.
SECTION 7.21    Collections.
(a)    Each of USCC (on behalf of the Seller) and the Transferor represents and warrants as to itself that each remittance of Collections by the Seller to the Transferor under the Receivables Purchase Agreement will have been (i) in payment of a debt or other obligation incurred by the Seller, in the ordinary course of business or financial affairs of the Seller and the Transferor and (ii) made in the ordinary course of business or financial affairs of the Seller and the Transferor.
(b)    Each of the Transferor and the Issuer represents and warrants as to itself that each remittance of Collections by the Transferor to the Servicer, on behalf of the Issuer, under the Transfer and Servicing Agreement will have been (i) in payment of a debt or other obligation incurred by the Transferor in the ordinary course of business or financial affairs of the Transferor and the Issuer and (ii) made in the ordinary course of business or financial affairs of the Transferor and the Issuer.
(c)    Each of the Issuer and the Managing Agents party hereto, on behalf of their respective Ownership Group, represent that the payment of interest on and principal of the Series 2017-VFN Notes will have been (i) in payment of a debt incurred by the Issuer in the ordinary course of business or financial affairs on the part of the Issuer and the Series 2017-VFN Noteholders and (ii) made in the ordinary course of business or financial affairs of the Issuer and the Series 2017-VFN Noteholders.
SECTION 7.22    Limitation of Liability of Owner Trustee.
(i)  It is expressly understood and agreed by the parties hereto that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as owner trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement.
(ii)  The Transferor, as Equity Certificateholder, hereby:
(A) consents to, and authorizes, empowers and directs the Owner Trustee, in the name and on behalf of the Issuer, to execute and deliver (a) this Agreement, (b) the Supplemental Indenture No. 2, dated of even date herewith, by and among the Issuer, the Servicer and the Indenture Trustee (the “Supplemental Indenture No. 2”), (c) the Amended and Restated Series 2017-VFN Indenture Supplement, dated of even date herewith, by and among the Issuer, the Servicer and the Indenture Trustee (the “A&R Series Supplement”), and (d) each other document, instrument or writing (including, without limitation, any Issuer Order and any Note) as may be referenced in, attached to, contemplated by, or necessary or convenient in connection with the transactions contemplated hereby or thereby;
(B) instructs the Owner Trustee, in connection with the transactions contemplated by the A&R Series Supplement and the Supplemental Indenture No. 2 only, to waive the right to receive an Opinion of Counsel in connection with the execution thereof set forth in Section 2.12(c) of the Indenture; and
(C)    waives any notice in connection with the foregoing and certifies and confirms that (x) it is the sole Equity Certificateholder, (y) the foregoing direction and actions are necessary, suitable, or convenient in connection with the matters described in Section 2.03 of the Trust Agreement, and do not violate or conflict with, are not contrary to, are contemplated and authorized by, and are consistent and in accordance and compliance with the Trust Agreement, this Agreement and the Transaction Documents and the obligations of the Issuer and the Owner Trustee under the Trust Agreement, the this Agreement and the Transaction Documents, and (z) the foregoing directions are made by the Equity Certificateholder pursuant to Section 6.01 of the Trust Agreement, and the execution and delivery of such documents and the waiver of the right to receive an Opinion of Counsel are actions taken pursuant to such direction and therefore covered by the indemnifications provided under the Trust Agreement.

[signatures on following page]



IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Series 2017-VFN Note Purchase Agreement to be duly executed by their respective officers as of the day and year first above written.
USCC RECEIVABLES FUNDING LLC,
as Transferor
By:
Name:
Title:

USCC MASTER NOTE TRUST,
as Issuer
By:Wilmington Trust, National Association, not in its individual capacity, but solely as Owner Trustee
By:
Name:
Title:

USCC SERVICES, LLC,
as Servicer
By:
Name:
Title:

UNITED STATES CELLULAR CORPORATION,
as Performance Guarantor
By:
Name:
Title:



ROYAL BANK OF CANADA,
as Administrative Agent
By:
Name:
Title:
By:
Name:
Title:

THUNDER BAY FUNDING, LLC,
as Conduit Purchaser
By:Royal Bank of Canada, as attorney-in-fact for Thunder Bay Funding, LLC
By:
Name:
Title:

ROYAL BANK OF CANADA,
as Committed Purchaser
By:
Name:
Title:
By:
Name:
Title:

ROYAL BANK OF CANADA,
as Managing Agent
By:
Name:
Title:
By:
Name:
Title:


BANNER TRUST,
as Conduit Purchaser
By:COMPUTERSHARE TRUST COMPANY OF CANADA, in its capacity as trustee of Banner Trust
By:TD SECURITIES INC., as its financial services agent
By:
Name:
Title:

THE TORONTO-DOMINION BANK,
as Committed Purchaser
By:
Name:
Title:

THE TORONTO-DOMINION BANK,
as Managing Agent
By:
Name:
Title:


EXHIBIT A
FORM OF TRANSFER SUPPLEMENT
TRANSFER SUPPLEMENT, dated as of the date set forth in Item 1 of Schedule I hereto (this “Supplement”), among the Transferor Owner set forth in Item 2 of Schedule I hereto (the “Transferor Owner”), the Purchasing Owner set forth in Item 3 of Schedule I hereto (the “Purchasing Owner”), and the Managing Agent set forth in Item 4 of Schedule I hereto (in such capacity, the “Agent”) for the Ownership Group set forth in Item 5 of Schedule I hereto.
W I T N E S S E T H:
WHEREAS, this Supplement is being executed and delivered in accordance with Section 6.1(e) of the Amended and Restated Series 2017-VFN Note Purchase Agreement, dated as of October 23, 2020, among USCC Receivables Funding LLC, as Transferor, USCC Services, LLC, as Servicer, USCC Master Note Trust, as Issuer, United States Cellular Corporation, as Performance Guarantor, the Owners and the Managing Agents parties thereto and Royal Bank of Canada, as Administrative Agent (as from time to time amended, supplemented or otherwise modified in accordance with the terms thereof, the “Note Purchase Agreement”; unless otherwise defined herein, terms defined in the Note Purchase Agreement are used herein as therein defined);
WHEREAS, the Purchasing Owner (if it is not already an Owner party to the Note Purchase Agreement) wishes to become an Owner party to the Note Purchase Agreement and the Purchasing Owner wishes to acquire and assume from the Transferor Owner, certain of the rights, obligations and commitments under the Note Purchase Agreement; and
WHEREAS, the Transferor Owner wishes to sell and assign to the Purchasing Owner, certain of its rights, obligations and commitments under the Note Purchase Agreement.
NOW, THEREFORE, the parties hereto hereby agree as follows:
(a)    Upon receipt by the Managing Agent of five counterparts of this Supplement, to each of which is attached a fully completed Schedule I and Schedule II, each of which has been executed by the Transferor Owner, the Purchasing Owner and the Managing Agent, the Managing Agent will transmit to the Servicer, the Issuer, the Indenture Trustee, the Transferor Owner and the Purchasing Owner a Transfer Effective Notice, substantially in the form of Schedule III to this Supplement (a “Transfer Effective Notice”). Such Transfer Effective Notice shall be executed by the Managing Agent and shall set forth, inter alia, the date on which the transfer effected by this Supplement shall become effective (the “Transfer Effective Date”). From and after the Transfer Effective Date the Purchasing Owner shall be an Owner party to the Note Purchase Agreement for all purposes thereof as a Conduit Purchaser or a Committed Purchaser, as specified on Schedule II to this Supplement.
(b)    At or before 12:00 p.m., local time of the Transferor Owner, on the Transfer Effective Date, the Purchasing Owner shall pay to the Transferor Owner, in immediately available funds, an amount equal to the purchase price, as agreed between the Transferor Owner and such Purchasing Owner (the “Purchase Price”), of the portion set forth on Schedule II hereto being purchased by such Purchasing Owner of the outstanding Note Principal Balance under the Series 2017-VFN Note owned by the Transferor Owner (such Purchasing Owner’s “Owner Percentage”) and other amounts owing to the Transferor Owner under the Note Purchase Agreement or otherwise in respect of the Series 2017-VFN Notes. Effective upon receipt by the Transferor Owner of the Purchase Price from the Purchasing Owner, the Transferor Owner hereby irrevocably sells, assigns and transfers to the Purchasing Owner, without recourse, representation or warranty, and the Purchasing Owner hereby irrevocably purchases, takes and assumes from the Transferor Owner, the Transferor Owner’s Owner Percentage of (i) the presently outstanding Note Principal Balance under the Series 2017-VFN Notes owned by the Transferor Owner and other amounts owing to the Transferor Owner in respect of the Series 2017-VFN Notes, together with all instruments, documents and collateral pertaining thereto, and (ii) the Transferor Owner’s Owner Percentage of (A) if the Transferor Owner is a Conduit Purchaser, the Owner Percentage of the Transferor Owner and the other rights and duties of the Transferor Owner under the Note Purchase Agreement, or (B) if the Transferor Owner is a Committed Purchaser, the Committed Percentage and the Commitment of the Transferor Owner and other rights, duties and obligations of the Transferor Owner under the Note Purchase Agreement. This Supplement is intended by the parties hereto to effect a purchase by the Purchasing Owner and sale by the Transferor Owner of interests in the Series 2017-VFN Notes, and it is not to be construed as a loan or a commitment to make a loan by the Purchasing Owner to the Transferor Owner. The Transferor Owner hereby confirms that the amount of the Note Principal Balance is $_________ and its Percentage Interest thereof is ___%, which equals $ as of _________, 200_. Upon and after the Transfer Effective Date (until further modified in accordance with the Note Purchase Agreement), the Owner Percentage or Committed Percentage, as applicable of the Transferor Owner and the Purchasing Owner and the Commitment and the Committed Percentage, if applicable, if any, of the Transferor Owner and the Purchasing Owner shall be as set forth in Schedule II to this Supplement.
(c)    The Transferor Owner has made arrangements with the Purchasing Owner with respect to (i) the portion, if any, to be paid, and the date or dates for payment, by the Transferor Owner to the Purchasing Owner of any fees heretofore received by the Transferor Owner pursuant to the Note Purchase Agreement prior to the Transfer Effective Date and (ii) the portion, if any, to be paid, and the date or dates for payment, by the Purchasing Owner to the Transferor Owner of fees or interest received by the Purchasing Owner pursuant to the Note Purchase Agreement or otherwise in respect of the Series 2017-VFN Notes from and after the Transfer Effective Date.
(d)    (i) All principal payments that would otherwise be payable from and after the Transfer Effective Date to or for the account of the Transferor Owner in respect of the Series 2017-VFN Notes shall, instead, be payable to or for the account of the Transferor Owner and/or the Purchasing Owner, as the case may be, in accordance with their respective interests as reflected in this Supplement.


    (ii) All interest, fees and other amounts that would otherwise accrue for the account of the Transferor Owner from and after the Transfer Effective Date pursuant to the Note Purchase Agreement or in respect of the Series 2017-VFN Notes shall, instead, accrue for the account of, and be payable to or for the account of, the Transferor Owner and/or the Purchasing Owner, as the case may be, in accordance with their respective interests as reflected in this Supplement. In the event that any amount of interest, fees or other amounts accruing prior to the Transfer Effective Date was included in the Purchase Price paid by the Purchasing Owner, the Transferor Owner and the Purchasing Owner will make appropriate arrangements for payment by the Transferor Owner to the Purchasing Owner of such amount upon receipt thereof from the Managing Agent.
(e)    Concurrently with the execution and delivery hereof, the Purchasing Owner and its related Managing Agent will deliver to the Administrative Agent and the Issuer an executed Investment Letter in the form of Exhibit D to the Note Purchase Agreement.
(f)    Each of the parties to this Supplement agrees and acknowledges that (i) at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Supplement, and (ii) the Managing Agent shall apply each payment made to it under the Note Purchase Agreement, whether in its individual capacity or as Managing Agent, in accordance with the provisions of the Note Purchase Agreement, as appropriate.
(g)    By executing and delivering this Supplement, the Transferor Owner and the Purchasing Owner confirm to and agree with each other, the Managing Agent and the Owners as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim, the Transferor Owner makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Note Purchase Agreement or the Transaction Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Note Purchase Agreement or any other instrument or document furnished pursuant thereto; (ii) the Transferor Owner makes no representation or warranty and assumes no responsibility with respect to the Issuer, the financial condition of the Receivables, the Transferor, the Servicer, the Seller, the Originators, the Performance Guarantor, USCC or the Indenture Trustee, or the performance or observance by the Issuer, the Transferor, the Servicer, the Seller, the Originators, the Performance Guarantor, USCC or the Indenture Trustee of any of their respective obligations under the Note Purchase Agreement or any Transaction Document or any other instrument or document furnished pursuant hereto; (iii) each Purchasing Owner confirms that it has received a copy of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (iv) each Purchasing Owner will, independently and without reliance upon the Administrative Agent, any Managing Agent (as defined in the Note Purchase Agreement) the Transferor Owner or any other Owner and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Note Purchase Agreement or the Transaction Documents; (v) the Purchasing Owner appoints and authorizes the Managing Agent and the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Note Purchase Agreement and the Transaction Documents as are delegated to the Managing Agent or the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article VII of the Note Purchase Agreement; and (vi) each Purchasing Owner agrees (for the benefit of the Transferor Owner, the Administrative Agent, the Managing Agents (as defined in the Note Purchase Agreement), the Owners, the Indenture Trustee, the Servicer and the Issuer) that it will perform in accordance with their terms all of the obligations which by the terms of the Note Purchase Agreement are required to be performed by it as an Owner.
(h)    Schedule II hereto sets forth the revised Owner Percentage or the revised Committed Percentage, if applicable, and Commitment of the Transferor Owner, as applicable, the Owner Percentage or the Committed Percentage, if applicable, Commitment and Scheduled Commitment Termination Date of the Purchasing Owner, as applicable, and the initial Investing Office of the Purchasing Owner, as well as administrative information with respect to the Purchasing Owner.
(i)    THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be executed by their respective duly authorized officers on Schedule I hereto as of the date set forth in Item 1 of Schedule I hereto.


SCHEDULE I TO
TRANSFER SUPPLEMENT
COMPLETION OF INFORMATION AND
SIGNATURES FOR TRANSFER SUPPLEMENT

Re:     Amended and Restated Series 2017-VFN Note Purchase Agreement, dated as of October 23, 2020, among USCC Receivables Funding LLC, as Transferor, USCC Master Note Trust, as Issuer, USCC Services, LLC, as Servicer, United States Cellular Corporation, as Performance Guarantor, the Owners and the Managing Agents parties thereto and Royal Bank of Canada, as Administrative Agent
Item 1: Date of Transfer Supplement:
Item 2: Transferor Owner:
Item 3: Purchasing Owner:
Item 4: Name of Agent:
Item 5: Name of Ownership Group:
Item 6: Signatures of Parties to Agreement:
as Transferor Owner
By:
Name:
Title:
By:
Name:
Title:

as Purchasing Owner
By:
Name:
Title:
By:
Name:
Title:


CONSENTED TO AND ACCEPTED BY:
[NAME OF MANAGING AGENT], as Managing Agent
By:
Name:
Title:
By:
Name:
Title:

[if applicable:]
ROYAL BANK OF CANADA, as Administrative Agent
By:
Name:
Title:


SCHEDULE II TO
TRANSFER SUPPLEMENT
LIST OF INVESTING OFFICES, ADDRESSES
FOR NOTICES, ASSIGNED INTERESTS AND
PURCHASE AND COMMITTED PERCENTAGES

[Transferor Owner]
A.Type of Owner: [Conduit Purchaser/Committed]
B.Owner Percentage:
Transferor Owner Percentage
Prior to Sale:_____%
Owner Percentage Sold:_____%
Owner Percentage Retained:_____%
C.Commitment (if applicable)
Transferor Owner Commitment Prior to Sale:$________
Commitment Sold:$________
Commitment Retained:$________
Related Conduit Purchaser (applicable to Committed Purchaser):_________
D.
Related Committed Purchasers (applicable to Conduit Purchaser)
Committed Purchasers, Commitments and Committed Percentages prior to Sale:

_________________________$________________%
_________________________$________________%
_________________________$_________________%

E. Note Principal Balance:
Transferor Owner
Note Principal Balance Prior to Sale:$________
Note Principal Balance Sold:$________
Note Principal Balance Retained:$________

[Purchasing Owner]


A.Type of Owner: [Conduit Purchaser/Committed]
B.
Owner Percentage:
Purchasing Owner Percentage
After Sale:		____%
C.Commitment (if applicable)
Purchasing Owner Commitment
After Sale:$________
Related Conduit Purchaser (applicable to Committed Purchaser):
___________________
D.
Related Committed Purchasers (applicable to Conduit Purchaser)
Committed Purchasers, Commitments and Committed Percentages prior to Sale:

_________________________$________________%
_________________________$________________%
_________________________$_________________%

E. Note Principal Balance:
Purchasing Owner
Note Principal Balance After Sale:$________

Scheduled Commitment Termination Date:
Address for Notices:

Investing Office:


SCHEDULE III TO
TRANSFER SUPPLEMENT
Form of
Transfer Effective Notice


To:     [Name and address of Issuer,
    Servicer, Indenture Trustee, Administrative
    Agent, Transferor Owner and
    Purchasing Owner]


The undersigned, as Administrative Agent under the Amended and Restated Series 2017-VFN Note Purchase Agreement, dated as of October 23, 2020, among USCC Receivables Funding LLC, as Transferor, USCC Master Note Trust, as Issuer, USCC Services, LLC, as Servicer, United States Cellular Corporation, as Performance Guarantor, the Owners and the Managing Agents parties thereto and Royal Bank of Canada, as Administrative Agent, acknowledges receipt of five executed counterparts of a completed Transfer Supplement. [Note: attach copies of Schedules I and II from such Agreement.] Terms defined in such Supplement are used herein as therein defined.
Pursuant to such Supplement, you are advised that the Transfer Effective Date will be _____________, ____.
Very truly yours,
ROYAL BANK OF CANADA
as Administrative Agent
By:
Name:
Title:


EXHIBIT B
FORM OF FUNDING NOTICE
[Date]
U.S. Bank National Association
190 South LaSalle Street
Chicago, IL 60603
MK-IL-SL7C
Telephone: (312) 332-7456
Facsimile: (312) 332-7992
Attention: USCC Master Note Trust
Electronic Mail: Edwin.Janis@usbank.com
USCC Services, LLC,
as Servicer
30 N. LaSalle, Suite 4000
Chicago, IL 60602
Attention: John M. Toomey
Telephone: 312-592-5308
Facsimile: 608-830-5530
Electronic Mail: John.Toomey@tdsinc.com

USCC Services, LLC,
as Servicer
8410 West Bryn Mawr Avenue
Chicago, Illinois 60631
Attention: Doug Chambers
Telephone: (773)-399-8930
Electronic Mail: doug.chambers@uscellular.com

Royal Bank of Canada,
as Administrative Agent
200 Vesey Street
New York, New York 10281-8098
Attn: Securitization Finance
Telephone: (212)-428-6537
Email: conduit.management@rbccm.com
RE:     USCC Master Note Trust
    Series 2017-VFN Notes
Ladies and Gentlemen:
Pursuant to Section 3.2 of the Amended and Restated Series 2017-VFN Note Purchase Agreement, dated as of October 23, 2020 (the “Note Purchase Agreement”) among USCC Receivables Funding LLC, as Transferor, USCC Master Note Trust, as Issuer, USCC Services, LLC, as Servicer, United States Cellular Corporation, as Performance Guarantor, the Owners and the Managing Agents parties thereto and Royal Bank of Canada, as Administrative Agent, the Issuer hereby irrevocably requests the Owners fund a Note Principal Balance Increase as follows. Terms used herein are used as defined in or for purposes of the Note Purchase Agreement.
1.    The requested amount of such Note Principal Balance Increase is $______________.
2.    The date of such Note Principal Balance Increase is to occur is _____________________ (the “Increase Date”).
3.    All conditions precedent to such Note Principal Balance Increase set forth in Section 3.2 of the Note Purchase Agreement have been satisfied.
4.    The proceeds of such Note Principal Balance Increase shall be remitted on the Increase Date in immediately available funds to [specify payment instructions].
Very truly yours,
USCC MASTER NOTE TRUST, as Issuer
By: USCC Services, LLC, as Administrator
By:
Name:
Title:


EXHIBIT C


FORM OF COMPLIANCE CERTIFICATE
Certificate of
Treasurer/Chief Operating Officer
The undersigned do hereby certify pursuant to Section 4.7(c)(iii) of the Amended and Restated Series 2017-VFN Note Purchase Agreement, dated as of October 23, 2020 (the “Note Purchase Agreement”) among USCC Receivables Funding LLC, as Transferor, USCC Master Note Trust, as Issuer, USCC Services, LLC, as Servicer, United States Cellular Corporation, as Performance Guarantor the Owners and Managing Agents party thereto, and Royal Bank of Canada, as Administrative Agent, that on, and as of the date hereof, [to his or her knowledge after due inquiry, no Default, Event of Default, Amortization Event, Potential Amortization Event, Servicer Default or Potential Servicer Default has occurred and is continuing] [the nature and status of the existing (Default / Event of Default / Amortization Event / Potential Amortization Event / Servicer Default / Potential Servicer Default) is                     ].
Capitalized terms not otherwise defined herein have the meanings assigned to them in the Note Purchase Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Certificate this                                         day of             , 201    .
USCC RECEIVABLES FUNDING LLC
By:
Name:
Title:


EXHIBIT D

FORM OF INVESTMENT LETTER
[Date]
USCC Master Note Trust
30 N. LaSalle, Suite 4000
Chicago, IL 60602
Attention: John M. Toomey
Telephone: 312-592-5308
Facsimile: 608-830-5530
Electronic Mail: John.Toomey@tdsinc.com

USCC Master Note Trust
8410 West Bryn Mawr Avenue
Chicago, Illinois 60631
Attention: Doug Chambers
Telephone: 773-399-8930
Electronic Mail: doug.chambers@uscellular.com
U.S. Bank National Association,
as Indenture Trustee
111 Fillmore Ave
St. Paul, MN 55107
Attention: USCC Master Note Trust/Bondholder Services
Re:     USCC Master Note Trust
            Series 2017-VFN Notes (the “Notes”)
Ladies and Gentlemen:
Reference is hereby made to the Master Indenture, dated as of December 20, 2017 (as amended or supplemented from time to time, the “Master Indenture”), among USCC Master Note Trust (the “Issuer”), USCC Services, LLC, as servicer (the “Servicer”), and U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”), as supplemented by the Amended and Restated Series 2017-VFN Indenture Supplement, dated as of October 23, 2020, among the Issuer, the Servicer and the Indenture Trustee (as amended or supplemented from time to time, the “Series 2017-VFN Indenture Supplement” and, together with the Master Indenture, collectively, the “Indenture”). Capitalized terms used but not defined in this Investment Letter shall have the meanings assigned to such terms in Annex A to the Indenture, or the Note Purchase Agreement (as defined below), and if not defined in the Indenture or the Note Purchase Agreement, then such terms shall have the meanings assigned to them in Regulation D (“Regulation D”) or Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”).
This Investment Letter relates to the [transfer][initial funding] of the above-referenced Notes in an aggregate [initial] principal amount of U.S.$ [__________] [to] [by] the undersigned [, as a Managing Agent, Conduit Purchaser or Committed Purchaser, as applicable, and with respect to itself only] [(the “Transferee”)] [(the “Initial Purchaser”)] and is being delivered pursuant to [Section 6.1] [Section 4.3(b)] of the Amended and Restated Series 2017-VFN Note Purchase Agreement, dated as of October 23, 2020, by and among USCC Receivables Funding LLC, as transferor (the “Transferor”), the Issuer, the Servicer, United States Cellular Corporation, as Performance Guarantor, Royal Bank of Canada, as Administrative Agent, and the Owners and Managing Agents party thereto from time to time (as amended or supplemented from time to time, the “Note Purchase Agreement”). In connection with [such transfer, the Transferee hereby, certifies that such transfer has been effected in accordance with the transfer restrictions set forth in the Indenture with respect to the Transferee and] [the initial funding, the Initial Purchaser] hereby represents, warrants and agrees for the benefit of the Issuer and the Registrar as follows:
(a)    No Note or any interest therein may be sold or transferred (including by pledge or hypothecation) to any other Person (other than a Person that is an Owner immediately prior to such transfer) unless such sale or transfer is to a Qualified Institutional Buyer. Any purported transfer of the Notes to a transferee that does not comply with the requirements of this letter shall be null and void ab initio.
(b)    The [Transferee] [Initial Purchaser] hereby represents and agrees with the Issuer as follows:
(i)    The [Transferee] [Initial Purchaser] is (a) a Qualified Institutional Buyer, (b) aware that the sale of the Notes to it is being made in reliance on the exemption from registration provided by Rule 144A, and (c) acquiring the Notes for its own account or for one or more accounts, each of which is a Qualified Institutional Buyer, and as to each of which the owner exercises sole investment discretion, and in a principal balance of not less than the minimum denomination of such Note for the purchaser and for each such account. Any purported transfer of the Notes to a purchaser that does not comply with the requirements of this paragraph shall be null and void ab initio. The Issuer may sell any Notes acquired in violation of the foregoing at the cost and risk of purported owner.
(ii)    The Notes may not at any time be held by or on behalf of any Person that is not a Qualified Institutional Buyer.


(iii)    The [Transferee] [Initial Purchaser] understands that the Notes are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Notes have been or will be registered under the Securities Act, and, if in the future the [Transferee] [Initial Purchaser] decides to offer, resell, pledge or otherwise transfer the Notes, such Notes may only be offered, resold, pledged or otherwise transferred in accordance with the Series 2017-VFN Indenture Supplement and the applicable legends set forth on the Notes delivered to us. The [Transferee] [Initial Purchaser] acknowledges that no representation is made by the Transferor or the Issuer, as the case may be, as to the availability of any exemption under the Securities Act or any applicable state securities laws for resale of the Notes.
(iv)    [Transferee] [Initial Purchaser] understands that an investment in the Notes involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. The [Transferee] [Initial Purchaser] has had access to such financial and other information concerning the Issuer, the Receivables, the Servicer and the Notes as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Notes, including an opportunity to ask questions of and request information from the Servicer and the Issuer. The [Transferee] [Initial Purchaser] has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Notes, and the [Transferee] [Initial Purchaser] and any accounts for which it is acting is able to bear the economic risk of the [Transferee’s] [Initial Purchaser’s] or of its investment.
(v)    In connection with the transfer of the Notes (a) none of the Issuer, the Servicer, the Transferor or the Indenture Trustee is acting as a fiduciary or financial or investment adviser for the [Transferee] [Initial Purchaser], (b) the [Transferee] [Initial Purchaser] is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Issuer, the Servicer, the Transferor, the Performance Guarantor, USCC or the Indenture Trustee other than in the most current offering memorandum for such Notes and any representations expressly set forth in a written agreement with such party, (c) none of the Issuer, the Servicer, the Transferor nor the Indenture Trustee has given to the [Transferee] [Initial Purchaser] (directly or indirectly through any other person) any assurance, guarantee, or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence, or benefit (including legal, regulatory, tax, financial, accounting, or otherwise) of its purchase or the documentation for the Notes, (d) the [Transferee] [Initial Purchaser] has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisers to the extent it has deemed necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to the Series 2017-VFN Indenture Supplement) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any view expressed by the Issuer, the Servicer, the Transferor, the Performance Guarantor, USCC or the Indenture Trustee, (e) the [Transferee] [Initial Purchaser] has determined that the rates, prices or amounts and other terms of the purchase and sale of the Notes reflect those in the relevant market for similar transactions, (f) the [Transferee] [Initial Purchaser] is purchasing the Notes with a full understanding of all of the terms, conditions and risks thereof (economic and otherwise), and is capable of assuming and willing to assume (financially and otherwise) these risks, and (g) the [Transferee] [Initial Purchaser] is a sophisticated investor familiar with transactions similar to its investment in the Notes.
(vi)    Either (1) the [Transferee] [Initial Purchaser] is not and is not acting on behalf of (a) an “employee benefit plan” as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code that is subject to Section 4975, (c) an entity whose underlying assets include “plan assets” by reason of such employee benefit plan’s or plan’s investment in the entity or (d) any governmental, church, non-U.S. or other plan subject to any federal, state, local or non-U.S. law that is substantially similar to Title I of ERISA or Section 4975 of the Code or (2) the [Transferee’s] [Initial Purchaser’s] purchase, holding and disposition of such Note (or interest therein) will not result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any substantially similar applicable law.
(vii)    The [Transferee] [Initial Purchaser] will not, at any time, offer to buy or offer to sell the Notes by any form of general solicitation or advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio or at a seminar or meeting whose attendees have been invited by general solicitations or advertising.
(viii)    The [Transferee] [Initial Purchaser] is not acquiring the Notes with a view to the resale, distribution or other disposition thereof in violation of the Securities Act.
(ix)    The [Transferee] [Initial Purchaser] will provide notice to each Person to whom it proposes to transfer any interest in the Notes of the transfer restrictions and representations set forth in the Series 2017-VFN Indenture Supplement, including the exhibits thereto.
(x)    The [Transferee] [Initial Purchaser] acknowledges that the Notes do not represent deposits with or other liabilities of the Indenture Trustee, the Servicer, the Transferor or any entity related to any of them or any other purchaser of Notes. Unless otherwise expressly provided herein, each of the Indenture Trustee, the Servicer, the Transferor, any entity related to any of them and any other purchaser of Notes will not, in any way, be responsible for or stand behind the capital value or the performance of the Notes or the assets held by the Issuer. The [Transferee] [Initial Purchaser] acknowledges that acquisition of Notes involves investment risks including prepayment and interest rate risks, possible delay in repayment and loss of income and principal invested.
[Signature Page Follows]


Very truly yours,
[_________________],
as [Transferee] [Managing Agent] [Conduit Purchaser] [Committed Purchaser]
By:
Name:
Title:


EXHIBIT E
[RESERVED]


EXHIBIT F
FORM OF INTEREST RATE CAP AGREEMENT
[Attached]



EXHIBIT G
HEDGING REQUIREMENTS
Terms used in this Exhibit G shall have the meaning specified in (i) the Amended and Restated Series 2017-VFN Note Purchase Agreement, dated as of October 23, 2020 (the “Note Purchase Agreement”), among USCC Receivables Funding LLC, as Transferor (the “Transferor”), USCC Master Note Trust, as Issuer (the “Issuer”), USCC Services, LLC, individually and as Servicer (the “Servicer”), United States Cellular Corporation, as performance guarantor, the Owners party thereto, the Managing Agents party thereto and Royal Bank of Canada, as administrative agent, or if not defined therein, in the Series 2017-VFN Supplement (as defined in the Note Purchase Agreement).
(a)    Until the Note Principal Balance have been reduced to zero and all amounts under the Indenture Supplement, the Note Purchase Agreement, the Fee Letter, the Administrative Agent Fee Letter, and all other applicable Transaction Documents have been repaid in full with respect to the Series 2017-VFN Notes, the Issuer shall maintain one or more Eligible Interest Rate Caps with an Eligible Cap Counterparty, in each case in accordance with the following requirements:
(i)    such Eligible Interest Rate Caps shall, in aggregate, be in a notional amount, equal to (A) for any Payment Date prior to the Scheduled Commitment Termination Date, at least the Facility Limit, and (B) for any Payment Date after the Scheduled Commitment Termination Date, the notional amount as of the last Payment Date prior to the Scheduled Commitment Termination Date reduced monthly as per the thirty-six (36) month schedule previously approved by the Administrative Agent;
(ii)    such Eligible Interest Rate Caps shall provide that the applicable Cap Counterparty’s payment obligations be calculated by reference to the notional amount hedged thereunder and a per annum rate specified in the long-form confirmation, a form of which is provided in Exhibit F to the Note Purchase Agreement) (the “Confirmation”), determined for and taking effect as of the relevant dates set forth in the Confirmation;
(iii)    such Eligible Interest Rate Caps shall provide for payments to be paid on the Business Day immediately prior to each Payment Date by the Cap Counterparty by transfer directly into the Collection Account for the benefit of the Owners;
(iv)    such Eligible Interest Rate Caps shall provide for the Servicer to make the full up-front payment of any premium due upon entry by the Issuer into each Eligible Interest Rate Cap;
(v)    such Eligible Interest Rate Caps have been pledged to secure the due and punctual payment of all amounts owing to the Managing Agents and their respective related Owners in connection with the Tranche Invested Amount of each such Owner; and
(vi) the Transferor (on behalf of the Issuer), the Servicer and the Administrative Agent shall have agreed on the strike rate for such Eligible Interest Rate Cap.
(b)    In the event that, due to withdrawal or downgrade, a Cap Counterparty no longer meets the requirements of an Eligible Cap Counterparty, the Transferor (on behalf of the Issuer) shall, (A) as soon as reasonably possible, (i) arrange for the Cap Counterparty to post collateral as required in the long-form confirmation, a form of which is provided in Exhibit F to the Note Purchase Agreement, which will be deposited into a hedge collateral account (to be established at the time of such collateral posting) for the benefit of the Owners, (ii) obtain a guaranty of, or a contingent agreement of another Eligible Cap Counterparty to honor, the Cap Counterparty’s obligations under the related Eligible Interest Rate Cap, or (iii) arrange for the adversely affected Cap Counterparty’s obligations and rights under the related Eligible Interest Rate Cap to be assumed by and assigned to a replacement Eligible Cap Counterparty, and (B) within thirty (30) days of such occurrence, if the Cap Counterparty fails to comply with the requirements of (A) above, terminate the existing Eligible Interest Rate Cap and/or arrange for a new Eligible Interest Rate Cap with an Eligible Cap Counterparty.
(c)    Upon execution of any Eligible Interest Rate Cap with an Eligible Cap Counterparty, the Issuer shall deliver the executed long-form confirmation related to such Eligible Interest Rate Cap to the Administrative Agent within three (3) Business Days.
(d)    Notwithstanding anything to the contrary in this Exhibit G, at any time and from time to time, the Issuer may maintain one or more Eligible Interest Rate Caps with an Eligible Cap Counterparty that mature thirty (30) months after January 13, 2023; provided that, no later than three (3) Business Days prior to the Interest Rate Cap Renewal Date (or such later date as the Administrative Agent may agree in its sole discretion), the Issuer shall (x) enter into an extension of the Eligible Interest Rate Cap or Eligible Interest Rate Caps then in effect or enter into one or more additional Eligible Interest Rate Caps, in each case, that mature thirty-six (36) months (in compliance with paragraph (a)(i)(B) above), as applicable, after the Scheduled Commitment Termination Date (or, if agreed to by the Administrative Agent, a new Interest Rate Cap Renewal Date selected by the Issuer in accordance with the definition of “Interest Rate Cap Renewal Date”) and otherwise satisfy all requirements of this Exhibit G and (y) deliver a copy of such Eligible Interest Rate Cap or Eligible Interest Rate Caps to the Administrative Agent..



ANNEX I

Agreed-Upon Procedures
Scope of Services:

•Review whether a selected sample of Receivables consists of Eligible Receivables at the time of conveyance.
•Review whether such selected sample of Receivables sold by the Transferor is stated as being assigned to the special-purpose vehicle in the Transferor’s books and records.
•Review whether the Credit and Collections Policies are being complied with in accordance with the terms of the Transaction Documents.
◦Determine if accounts are being properly aged in accordance with the terms and methodology (note any receivables that may be aged in a non-conforming manner).
◦Obtain a breakdown, by type, of dilutions and write-offs issued in a Collection Period and whether they are being applied in accordance with the Credit and Collection Policies.
•Review application of Collections under the Transaction Documents to determine if such Collections are being applied and remaining balances are being reflected in accordance with the Transaction Documents.
•Select a sample of Monthly Reports and re-perform certain calculations contained therein in accordance with the Transaction Documents.
◦Review whether Excess Concentration limits are being applied in accordance to the Transaction Documents, as applicable.
◦Review calculation of financial covenants, as applicable, to determine if such covenants are being calculated in accordance with the Transaction Documents.
◦Review calculation of Dilution Ratio, Default Ratio and Delinquency Ratio, as applicable, to determine if such ratios are being calculated in accordance with the Transaction Documents.
•Review whether the Asset Base Deficiency test calculation is being properly completed in connection with the Transaction Documents.
Procedures:
•Sample selection: The adherence to the criteria set forth in the definition of “Eligible Receivable” shall be verified by means of a generally accepted procedure, with an appropriate sample size of Transferred Assets using random number generator as a generally accepted non-statistical sampling method to select the sample of Receivables. Sample selection will also be used to verify the above procedures and calculations.



SCHEDULE I

CONDUIT PURCHASER, COMMITTED PURCHASER, MANAGING AGENTS
AND RELATED INFORMATION1

Name of Conduit PurchaserName of Committed Purchaser(s)Name of Managing AgentOwnership GroupAddress/Telecopy for NoticesAccount for Funds TransferOwnership Group CommitmentOwnership Group Percentage
Tranche Invested Amount (as of March 10September 27, 2022 2023)
Thunder Bay Funding, LLCRoyal Bank of CanadaRoyal Bank of Canada
Thunder Bay Funding, LLC, as Conduit Purchaser
Royal Bank of Canada, as Committed Purchaser, Managing Agent and Conduit Support Provider
Delayed Funding Ownership Group
(Y/N): Yes
Thunder Bay Funding, LLC
c/o Global Securitization Services, LLC
68 South Service Road
Suite 120
Melville, New York 11747
Attn: Kevin Burns
Tel: (631)-587-4700
Email: conduitadmin@gssnyc.com
With a copy to:
Royal Bank of Canada
Two Little Falls Center
2751 Centerville Road
Suite 212
Wilmington, Delaware 19808
Tel: (302) 892-5903
Email:
conduit.management@rbccm.com

With copies of Funding Notices to:
conduit.funding@rbccm.com
Bank:
Deutsche Bank Trust Company Americas
ABA #:
021-001-033
N/O:
Thunder Bay Funding LLC
Account #:
00-363-610
Acct. Ref:
USCC Master Note Trust
$225,000,00050%
$200,000,0002,500,000
1 Subject to update.

Banner TrustThe Toronto-Dominion BankThe Toronto-Dominion Bank
Banner Trust, as Conduit Purchaser
The Toronto-Dominion Bank, as Committed Purchaser, as Managing Agent and as Conduit Support Provider
Delayed Funding Ownership Group
(Y/N): Yes
The Toronto-Dominion Bank
Attn: Imran Qadri
77 King Street West
TD North Tower, 25th Floor
Toronto, Ontario, M5K 1A2
Tel: (416) 944-5097
Fax: (416) 983-1761 Imran.Qadri@tdsecurities.com
With a copy to:
Banner Trust
66 Wellington Street West
TD Tower, 18th Floor
Toronto, Ontario
Canada
M5K1A2
Attention: Asset Securitization
Group
Telephone: 416-307-6035 /
416-308-3305
Email:
ASGOperations@tdsecurities.com

With a copy to:
The Toronto-Dominion Bank
Attn: Asset Securitization
77 King Street West
TD North Tower, 25th Floor
Toronto, Ontario, M5K 1A2
Tel: (416) 944-5097
Fax: (416) 983-1761
ASGOperations@tdsecurities.com
Intermediary Bank:
Bank of America, New York, NY USA
FED ABA #: 026009593
Beneficiary Bank:
TD Canada Trust, 55 King Street West, Toronto
Swift Code:
TDOMCATTTOR
Beneficiary Name:
Banner Trust

(A) With respect to the Committed Purchaser:
Beneficiary Account #:
1020-7435402
(B) With respect to the Conduit Purchaser:
Beneficiary Account #:
1020-7434503
$225,000,00050%
$200,000,0002,500,000



SCHEDULE II

NOTICE INFORMATION
Issuer:
USCC Master Note Trust
30 N. LaSalle, Suite 4000
Chicago, IL 60602
Attention: John M. Toomey
Telephone: 312-592-5308
Facsimile: 608-830-5530
Electronic Mail: John.Toomey@tdsinc.com

With a copy to (which shall not constitute notice):

USCC Master Note Trust
8410 West Bryn Mawr Avenue
Chicago, Illinois 60631
Attention: Doug Chambers
Telephone: (773) 399-8930
Electronic Mail: doug.chambers@uscellular.com

and
Sidley Austin LLP
One S. Dearborn Street
Chicago, Illinois 60603
Attention: Stephen P. Fitzell, General Counsel
Telephone: (312) 853-7379
Facsimile: (312) 853-7036
Electronic Mail: sfitzell@sidley.com
Transferor:
USCC Receivables Funding LLC
30 N. LaSalle, Suite 4000
Chicago, IL 60602
Attention: John M. Toomey
Telephone: 312-592-5308
Facsimile: 608-830-5530
Electronic Mail: John.Toomey@tdsinc.com

With a copy to (which shall not constitute notice):

USCC Receivables Funding LLC
8410 West Bryn Mawr Avenue
Chicago, Illinois 60631
Attention: Doug Chambers
Telephone: 773-399-8930
Electronic Mail: doug.chambers@uscellular.com
and
Sidley Austin LLP
One S. Dearborn Street
Chicago, Illinois 60603
Attention: Stephen P. Fitzell, General Counsel
Telephone: (312) 853-7379
Facsimile: (312) 853-7036
Electronic Mail: sfitzell@sidley.com

Servicer:
USCC Services, LLC
30 N. LaSalle, Suite 4000
Chicago, IL 60602
Attention: John M. Toomey
Telephone: 312-592-5308
Facsimile: 608-830-5530
Electronic Mail: John.Toomey@tdsinc.com

With a copy to (which shall not constitute notice):

USCC Services, LLC
8410 West Bryn Mawr Avenue
Chicago, Illinois 60631
Attention: Doug Chambers
Telephone: 773-399-8930
Electronic Mail: doug.chambers@uscellular.com
and
Sidley Austin LLP
One S. Dearborn Street
Chicago, Illinois 60603
Attention: Stephen P. Fitzell, General Counsel
Telephone: (312) 853-7379
Facsimile: (312) 853-7036
Electronic Mail: sfitzell@sidley.com
Performance Guarantor:
United States Cellular Corporation
30 N. LaSalle, Suite 4000
Chicago, IL 60602
Attention: John M. Toomey
Telephone: 312-592-5308
Facsimile: 608-830-5530
Electronic Mail: John.Toomey@tdsinc.com
With a copy to (which shall not constitute notice):
United States Cellular Corporation
8410 West Bryn Mawr Avenue
Chicago, Illinois 60631
Attention: Doug Chambers
Telephone: 773-399-8930
Electronic Mail: doug.chambers@uscellular.com

and
Sidley Austin LLP
One S. Dearborn Street
Chicago, Illinois 60603
Attention: Stephen P. Fitzell, General Counsel
Telephone: (312) 853-7379
Facsimile: (312) 853-7036
Electronic Mail: sfitzell@sidley.com
Administrative Agent:
Royal Bank of Canada
200 Vesey Street
New York, New York 10281-8098
Attn: Securitization Finance
Telephone: (212)-428-6537
Email: conduit.management@rbccm.com



SCHEDULE III

ORGANIZATIONAL INFORMATION
United States Cellular Corporation:
Chief Executive Office;    8410 West Bryn Mawr Avenue
Principal Place of Business:    Chicago, IL 60631

Locations of Records:    8410 West Bryn Mawr Avenue
    Chicago, IL 60631
Delaware Organizational    
Identification Number:    2024126
Federal Employer
Identification Number:    62-1147325
Prior Name(s) in the Last 5 Years:    None

USCC Receivables Funding LLC:

Chief Executive Office;    8410 West Bryn Mawr Avenue
Principal Place of Business:    Chicago, IL 60631
Locations of Records:    8410 West Bryn Mawr Avenue
    Chicago, IL 60631
Delaware Organizational    
Identification Number:    6574612
Federal Employer
Identification Number:    38-4050222
Prior Name(s) in the Last 5 Years:    None

USCC Services, LLC:

Chief Executive Office;    8410 West Bryn Mawr Avenue
Principal Place of Business:    Chicago, IL 60631
Locations of Records:    8410 West Bryn Mawr Avenue
    Chicago, IL 60631
Delaware Organizational    
Identification Number:    2555848
Federal Employer
Identification Number:    36-4046814
Prior Name(s) in the Last 5 Years:    USCC Services LLC (Del. LLC) converted from USCC Payroll Corporation (Delaware corporation) effective 3/1/13

USCC Master Note Trust:

Chief Executive Office;    8410 West Bryn Mawr Avenue
Principal Place of Business:    Chicago, IL 60631
Locations of Records:    8410 West Bryn Mawr Avenue
    Chicago, IL 60631
Delaware Organizational    
Identification Number:    6590928
Federal Employer
Identification Number:    32-6490609
Prior Name(s) in the Last 5 Years:    None






SCHEDULE IV


LIST OF CLOSING DELIVERABLES
USCC MASTER NOTE TRUST
March 10September 27, 20222023
“Administrator”
USCC Services, LLC
“Banner Trust”
Banner Trust
“Equity Certificateholder”
USCC Receivables Funding LLC
“Indenture Trustee”
U.S. Bank National Association
“ML”
Morgan, Lewis & Bockius LLP, counsel to RBC and TD
“Morris James”
Morris James LLP, counsel to the Owner Trustee
“Originators”
Various USCC operating company originators party to the Receivables Sale Agreement
“Owner Trustee”
Wilmington Trust, National Association
“Performance Guarantor”
United States Cellular Corporation
“RBC”
Royal Bank of Canada
“RLF”
Richards, Layton & Finger P.A., counsel to Indenture Trustee
“Seller”
USCC EIP LLC
“Servicer”
USCC Services, LLC
“Sidley”
Sidley Austin LLP, counsel to USCC, the Seller, the Servicer, the Transferor and the Trust
“TD”
The Toronto-Dominion Bank
“Thunder Bay”
Thunder Bay Funding, LLC
“Transferor”
USCC Receivables Funding LLC
“Trust”
USCC Master Note Trust
“USCC”
United States Cellular Corporation


Exhibit 31.1
 
Certification of principal executive officer
 
 
I, Laurent C. Therivel, certify that:
1.    I have reviewed this quarterly report on Form 10-Q of United States Cellular Corporation;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 
a.    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.    designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.    evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.    disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:  November 3, 2023
 /s/ Laurent C. Therivel 
 Laurent C. Therivel
President and Chief Executive Officer
(principal executive officer)		 



Exhibit 31.2
 
Certification of principal financial officer
 
 
I, Douglas W. Chambers, certify that:
1.    I have reviewed this quarterly report on Form 10-Q of United States Cellular Corporation;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 
a.    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.    designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.    evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.    disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:  November 3, 2023
 /s/ Douglas W. Chambers 
 Douglas W. Chambers
Executive Vice President, Chief Financial Officer and Treasurer
(principal financial officer)		 



Exhibit 32.1
 
Certification Pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code
 
 
I, Laurent C. Therivel, the principal executive officer of United States Cellular Corporation, certify that (i) the quarterly report on Form 10-Q for the third quarter of 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of United States Cellular Corporation.
 /s/ Laurent C. Therivel 
 Laurent C. Therivel 
 November 3, 2023 
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to United States Cellular Corporation and will be retained by United States Cellular Corporation and furnished to the Securities and Exchange Commission or its staff upon request.


Exhibit 32.2
 
Certification Pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code
 
 
I, Douglas W. Chambers, the principal financial officer of United States Cellular Corporation, certify that (i) the quarterly report on Form 10-Q for the third quarter of 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of United States Cellular Corporation.
 /s/ Douglas W. Chambers 
 Douglas W. Chambers 
 November 3, 2023 
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to United States Cellular Corporation and will be retained by United States Cellular Corporation and furnished to the Securities and Exchange Commission or its staff upon request.


v3.23.3
Document And Entity Information
 9 Months Ended
Sep. 30, 2023
shares
Document Type 10-Q
Document Quarterly Report true
Document Period End Date Sep. 30, 2023
Document Transition Report false
Entity File Number 001-09712
Entity Registrant Name UNITED STATES CELLULAR CORPORATION
Entity Central Index Key 0000821130
Current Fiscal Year End Date --12-31
Document Fiscal Year Focus 2023
Document Fiscal Period Focus Q3
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 62-1147325
Entity Address, Address Line One 8410 West Bryn Mawr
Entity Address, City or Town Chicago
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60631
City Area Code (773)
Local Phone Number 399-8900
Entity Current Reporting Status Yes
Entity Interactive Data Current Yes
Entity Filer Category Accelerated Filer
Smaller Reporting Company false
Emerging Growth Company false
Entity Shell Company false
Common Shares  
Title of 12(b) Security Common Shares, $1 par value
Trading Symbol USM
Security Exchange Name NYSE
Entity Common Stock, Shares Outstanding 52,000,000
6.25% Senior Notes  
Title of 12(b) Security 6.25% Senior Notes due 2069
Trading Symbol UZD
Security Exchange Name NYSE
5.5% Senior Notes  
Title of 12(b) Security 5.50% Senior Notes due 2070
Trading Symbol UZE
Security Exchange Name NYSE
5.5% Senior Notes  
Title of 12(b) Security 5.50% Senior Notes due 2070
Trading Symbol UZF
Security Exchange Name NYSE
Series A Common Shares  
Entity Common Stock, Shares Outstanding 33,000,000
v3.23.3
Consolidated Statement of Operations - USD ($)
shares in Millions, $ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Operating revenues        
Total operating revenues $ 963 $ 1,083 $ 2,906 $ 3,120
Operating expenses        
Selling, general and administrative 333 369 1,020 1,032
Depreciation, amortization and accretion 159 177 490 520
Loss on impairment of licenses 0 0 0 3
(Gain) loss on asset disposals, net 1 1 14 9
(Gain) loss on sale of business and other exit costs, net 0 0 0 (1)
Total operating expenses 906 1,098 2,789 3,024
Operating income (loss) 57 (15) 117 96
Investment and other income (expense)        
Equity in earnings of unconsolidated entities 40 40 121 122
Interest and dividend income 3 2 8 5
Interest expense (50) (42) (147) (115)
Total investment and other income (expense) (7) 0 (18) 12
Income (loss) before income taxes 50 (15) 99 108
Income tax expense (benefit) 27 (3) 56 46
Net income (loss) 23 (12) 43 62
Less: Net income attributable to noncontrolling interests, net of tax 0 0 3 4
Net income (loss) attributable to UScellular shareholders $ 23 $ (12) $ 40 $ 58
Basic weighted average shares outstanding (in shares) 85 85 85 86
Basic earnings (loss) per share attributable to UScellular shareholders $ 0.26 $ (0.15) $ 0.47 $ 0.68
Diluted weighted average shares outstanding (in shares) 86 85 86 87
Diluted earnings (loss) per share attributable to UScellular shareholders $ 0.26 $ (0.15) $ 0.47 $ 0.67
Service        
Operating revenues        
Total operating revenues $ 762 $ 781 $ 2,289 $ 2,351
Operating expenses        
Cost of goods and services 185 197 557 574
Equipment sales        
Operating revenues        
Total operating revenues 201 302 617 769
Operating expenses        
Cost of goods and services $ 228 $ 354 $ 708 $ 887
v3.23.3
Consolidated Statement of Cash Flows - USD ($)
$ in Millions
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Cash flows from operating activities    
Net income $ 43 $ 62
Add (deduct) adjustments to reconcile net income to net cash flows from operating activities    
Depreciation, amortization and accretion 490 520
Bad debts expense 72 93
Stock-based compensation expense 14 18
Deferred income taxes, net 41 31
Equity in earnings of unconsolidated entities (121) (122)
Distributions from unconsolidated entities 97 100
Loss on impairment of licenses 0 3
(Gain) loss on asset disposals, net 14 9
(Gain) loss on sale of business and other exit costs, net 0 (1)
Other operating activities 4 6
Changes in assets and liabilities from operations    
Accounts receivable 30 (54)
Equipment installment plans receivable 20 (131)
Inventory 86 (71)
Accounts payable (39) (7)
Customer deposits and deferred revenues (16) 27
Accrued taxes 12 134
Accrued interest 7 10
Other assets and liabilities (35) 25
Net cash provided by operating activities 719 652
Cash flows from investing activities    
Cash paid for additions to property, plant and equipment (454) (409)
Cash paid for licenses (24) (575)
Other investing activities 14 8
Net cash used in investing activities (464) (976)
Cash flows from financing activities    
Issuance of long-term debt 115 725
Repayment of long-term debt (395) (327)
Issuance of short-term debt 0 110
Repayment of short-term debt (60) (50)
Common Shares reissued for benefit plans, net of tax payments (6) (5)
Repurchase of Common Shares 0 (28)
Distributions to noncontrolling interests (2) (3)
Cash paid for software license agreements (28) (5)
Other financing activities (2) (3)
Net cash provided by (used in) financing activities (378) 414
Net increase (decrease) in cash, cash equivalents and restricted cash (123) 90
Cash, cash equivalents and restricted cash    
Beginning of period 308 199
End of period $ 185 $ 289
v3.23.3
Consolidated Balance Sheet - USD ($)
$ in Millions
Sep. 30, 2023
Dec. 31, 2022
Current assets    
Cash and cash equivalents $ 153 $ 273
Accounts receivable    
Customers and agents, less allowances of $62 and $70, respectively 890 985
Roaming 2 4
Other, less allowances of $3 and $2, respectively 67 83
Inventory, net 175 261
Prepaid expenses 64 68
Income taxes receivable 2 4
Other current assets 40 45
Total current assets 1,393 1,723
Assets held for sale 16 26
Licenses 4,690 4,690
Investments in unconsolidated entities 477 452
Property, plant and equipment    
In service and under construction 9,571 9,334
Less: Accumulated depreciation and amortization 6,978 6,710
Property, plant and equipment, net 2,593 2,624
Operating lease right-of-use assets 914 918
Other assets and deferred charges 666 686
Total assets [1] 10,749 11,119
Current liabilities    
Current portion of long-term debt 18 13
Accounts payable    
Accounts payable - Trade 406 344
Customer deposits and deferred revenues 222 239
Accrued taxes 35 35
Accrued compensation 61 84
Short-term operating lease liabilities 135 133
Other current liabilities 148 335
Total current liabilities 1,031 1,195
Deferred liabilities and credits    
Deferred income tax liability, net 749 708
Long-term operating lease liabilities 834 843
Other deferred liabilities and credits 601 604
Long-term debt, net 2,903 3,187
Commitments and contingencies
Noncontrolling interests with redemption features 12 12
UScellular shareholders’ equity    
Series A Common and Common Shares Authorized 190 shares (50 Series A Common and 140 Common Shares) Issued 88 shares (33 Series A Common and 55 Common Shares) Outstanding 85 shares (33 Series A Common and 52 Common Shares) Par Value ($1.00 per share) ($33 Series A Common and $55 Common Shares) 88 88
Additional paid-in capital 1,717 1,703
Treasury shares, at cost, 3 Common Shares (80) (98)
Retained earnings 2,878 2,861
Total UScellular shareholders' equity 4,603 4,554
Noncontrolling interests 16 16
Total equity 4,619 4,570
Total liabilities and equity [1] 10,749 11,119
Affiliated    
Accounts payable    
Accounts payable - Affiliated $ 6 $ 12
[1] The consolidated total assets as of September 30, 2023 and December 31, 2022, include assets held by consolidated variable interest entities (VIEs) of $1,263 million and $1,265 million, respectively, which are not available to be used to settle the obligations of UScellular. The consolidated total liabilities as of September 30, 2023 and December 31, 2022, include certain liabilities of consolidated VIEs of $24 million and $25 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of UScellular. See Note 10 — Variable Interest Entities for additional information.
v3.23.3
Consolidated Balance Sheet (Parenthetical) - USD ($)
$ in Millions
Sep. 30, 2023
Dec. 31, 2022
Accounts receivable    
Customer and agent allowances $ 62 $ 70
Other allowances $ 3 $ 2
UScellular shareholders’ equity    
Authorized shares (in shares) 190,000,000 190,000,000
Issued shares (in shares) 88,000,000 88,000,000
Outstanding shares (in shares) 85,000,000 85,000,000
Par value $ 88 $ 88
Variable Interest Entities VIEs    
Assets [1] $ 10,749 $ 11,119
Series A Common Shares    
UScellular shareholders’ equity    
Authorized shares (in shares) 50,000,000 50,000,000
Issued shares (in shares) 33,000,000 33,000,000
Outstanding shares (in shares) 33,000,000 33,000,000
Par value per share (USD per share) $ 1.00 $ 1.00
Par value $ 33 $ 33
Common Shares    
UScellular shareholders’ equity    
Authorized shares (in shares) 140,000,000 140,000,000
Issued shares (in shares) 55,000,000 55,000,000
Outstanding shares (in shares) 52,000,000 52,000,000
Par value per share (USD per share) $ 1.00 $ 1.00
Par value $ 55 $ 55
Treasury shares 3,000,000 3,000,000
Consolidated Variable Interest Entities    
Variable Interest Entities VIEs    
Assets $ 1,998 $ 2,071
Liabilities 104 166
Consolidated Variable Interest Entities | No recourse    
Variable Interest Entities VIEs    
Liabilities 24 25
Consolidated Variable Interest Entities | Assets held    
Variable Interest Entities VIEs    
Assets $ 1,263 $ 1,265
[1] The consolidated total assets as of September 30, 2023 and December 31, 2022, include assets held by consolidated variable interest entities (VIEs) of $1,263 million and $1,265 million, respectively, which are not available to be used to settle the obligations of UScellular. The consolidated total liabilities as of September 30, 2023 and December 31, 2022, include certain liabilities of consolidated VIEs of $24 million and $25 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of UScellular. See Note 10 — Variable Interest Entities for additional information.
v3.23.3
Consolidated Statement of Changes in Equity - USD ($)
$ in Millions
Total
Series A Common and Common shares
Additional paid-in capital
Treasury shares
Retained earnings
Total UScellular shareholders' equity
Noncontrolling interests
Beginning balance at Dec. 31, 2021 $ 4,563 $ 88 $ 1,678 $ (68) $ 2,849 $ 4,547 $ 16
Net income (loss) attributable to UScellular shareholders 58       58 58  
Net income attributable to noncontrolling interests classified as equity 3         0 3
Repurchase of Common Shares (29)     (29)   (29)  
Incentive and compensation plans 13   18 12 (17) 13  
Distributions to noncontrolling interests (3)         0 (3)
Ending balance at Sep. 30, 2022 4,605 88 1,696 (85) 2,890 4,589 16
Beginning balance at Jun. 30, 2022 4,624 88 1,692 (75) 2,903 4,608 16
Net income (loss) attributable to UScellular shareholders (12)       (12) (12)  
Net income attributable to noncontrolling interests classified as equity 1         0 1
Repurchase of Common Shares (10)     (10)   (10)  
Incentive and compensation plans 3   4   (1) 3  
Distributions to noncontrolling interests (1)         0 (1)
Ending balance at Sep. 30, 2022 4,605 88 1,696 (85) 2,890 4,589 16
Beginning balance at Dec. 31, 2022 4,570 88 1,703 (98) 2,861 4,554 16
Net income (loss) attributable to UScellular shareholders 40       40 40  
Net income attributable to noncontrolling interests classified as equity 2         0 2
Incentive and compensation plans 9   14 18 (23) 9  
Distributions to noncontrolling interests (2)         0 (2)
Ending balance at Sep. 30, 2023 4,619 88 1,717 (80) 2,878 4,603 16
Beginning balance at Jun. 30, 2023 4,589 88 1,710 (80) 2,855 4,573 16
Net income (loss) attributable to UScellular shareholders 23       23 23  
Net income attributable to noncontrolling interests classified as equity 1         0 1
Incentive and compensation plans 7   7     7  
Distributions to noncontrolling interests (1)         0 (1)
Ending balance at Sep. 30, 2023 $ 4,619 $ 88 $ 1,717 $ (80) $ 2,878 $ 4,603 $ 16
v3.23.3
Basis of Presentation
 9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation
Note 1 Basis of Presentation
United States Cellular Corporation (UScellular), a Delaware Corporation, is an 83%-owned subsidiary of Telephone and Data Systems, Inc. (TDS).
The accounting policies of UScellular conform to accounting principles generally accepted in the United States of America (GAAP) as set forth in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). Unless otherwise specified, references to accounting provisions and GAAP in these notes refer to the requirements of the FASB ASC. The consolidated financial statements include the accounts of UScellular, subsidiaries in which it has a controlling financial interest, general partnerships in which UScellular has a majority partnership interest and certain entities in which UScellular has a variable interest that requires consolidation into the UScellular financial statements under GAAP. Intercompany accounts and transactions have been eliminated.
Certain numbers included herein are rounded to millions for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in UScellular’s Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2022.
The accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring items, unless otherwise disclosed) necessary for the fair statement of UScellular’s financial position as of September 30, 2023 and December 31, 2022, its results of operations and changes in equity for the three and nine months ended September 30, 2023 and 2022, and its cash flows for the nine months ended September 30, 2023 and 2022. The Consolidated Statement of Comprehensive Income was not included because comprehensive income for the three and nine months ended September 30, 2023 and 2022, equaled net income. These results are not necessarily indicative of the results to be expected for the full year. UScellular has not changed its significant accounting and reporting policies from those disclosed in its Form 10-K for the year ended December 31, 2022.
Software License Agreements
Certain software licenses are recorded as acquisitions of property, plant and equipment and the incurrence of a liability to the extent that the license fees are not fully paid at acquisition, and are treated as non-cash activity in the Consolidated Statement of Cash Flows. Such acquisitions of software licenses that are not reflected as Cash paid for additions to property, plant and equipment were $18 million and $135 million for the nine months ended September 30, 2023 and 2022, respectively.
Restricted Cash
UScellular presents restricted cash with cash and cash equivalents in the Consolidated Statement of Cash Flows. Restricted cash primarily consists of balances required under the receivables securitization agreement. See Note 9 — Debt for additional information related to the receivables securitization agreement. The following table provides a reconciliation of Cash and cash equivalents and restricted cash reported in the Consolidated Balance Sheet to the total of the amounts in the Consolidated Statement of Cash Flows.
September 30, 2023December 31, 2022
(Dollars in millions)
Cash and cash equivalents$153 $273 
Restricted cash included in Other current assets32 35 
Cash, cash equivalents and restricted cash in the statement of cash flows$185 $308 
Recent Development
On August 4, 2023, TDS and UScellular announced that the Boards of Directors of both companies have decided to initiate a process to explore a range of strategic alternatives for UScellular. During the three and nine months ended September 30, 2023, UScellular incurred third-party expenses of $3 million related to the strategic alternatives review, which are included in Selling, general and administrative expenses. At this time, UScellular cannot predict the ultimate outcome of such process or estimate the potential impact of such process on the financial statements.
v3.23.3
Revenue Recognition
 9 Months Ended
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]  
Revenue Recognition
Note 2 Revenue Recognition
Disaggregation of Revenue
In the following table, UScellular's revenues are disaggregated by type of service, which represents the relevant categorization of revenues for UScellular, and timing of recognition. Service revenues are recognized over time and Equipment sales are recognized at a point in time. 
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
(Dollars in millions)
Revenues from contracts with customers:
Retail service$687 $696 $2,065 $2,098 
Inbound roaming8 17 25 56 
Other service42 45 124 129 
Service revenues from contracts with customers737 758 2,214 2,283 
Equipment sales201 302 617 769 
Total revenues from contracts with customers938 1,060 2,831 3,052 
Operating lease income25 23 75 68 
Total operating revenues$963 $1,083 $2,906 $3,120 
Contract Balances
The following table provides balances for contract assets from contracts with customers, which are recorded in Other current assets and Other assets and deferred charges in the Consolidated Balance Sheet, and contract liabilities from contracts with customers, which are recorded in Customer deposits and deferred revenues and Other deferred liabilities and credits in the Consolidated Balance Sheet.
 September 30, 2023December 31, 2022
(Dollars in millions) 
Contract assets$5 $5 
Contract liabilities$324 $349 

Revenue recognized related to contract liabilities existing at January 1, 2023 was $186 million for the nine months ended September 30, 2023.

Transaction price allocated to the remaining performance obligations
The following table includes estimated service revenues expected to be recognized related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. These estimates represent service revenues to be recognized when wireless services are delivered to customers pursuant to service plan contracts and under certain roaming agreements with other carriers. These estimates are based on contracts in place as of September 30, 2023 and may vary from actual results. As practical expedients, revenue related to contracts of less than one year, generally month-to-month contracts, and contracts with a fixed per-unit price and variable quantity, are excluded from these estimates. 
Service Revenues
(Dollars in millions)
Remainder of 2023$123 
2024161 
Thereafter108 
Total
$392 
Contract Cost Assets
UScellular expects that commission fees paid as a result of obtaining contracts are recoverable and therefore UScellular defers and amortizes these costs. As a practical expedient, costs with an amortization period of one year or less are expensed as incurred. The contract cost asset balance related to commission fees and other costs was $124 million at September 30, 2023, and $131 million at December 31, 2022, and was recorded in Other assets and deferred charges in the Consolidated Balance Sheet. Deferred commission fees are amortized based on the timing of transfer of the goods or services to which the assets relate, typically the contract term. Amortization of contract cost assets was $23 million and $70 million for the three and nine months ended September 30, 2023, respectively, and $24 million and $72 million for the three and nine months ended September 30, 2022, respectively, and was included in Selling, general and administrative expenses.
v3.23.3
Fair Value Measurements
 9 Months Ended
Sep. 30, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurements
Note 3 Fair Value Measurements
As of September 30, 2023 and December 31, 2022, UScellular did not have any material financial or nonfinancial assets or liabilities that were required to be recorded at fair value in its Consolidated Balance Sheet in accordance with GAAP.
The provisions of GAAP establish a fair value hierarchy that contains three levels for inputs used in fair value measurements. Level 1 inputs include quoted market prices for identical assets or liabilities in active markets. Level 2 inputs include quoted market prices for similar assets and liabilities in active markets or quoted market prices for identical assets and liabilities in inactive markets. Level 3 inputs are unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. A financial instrument’s level within the fair value hierarchy is not representative of its expected performance or its overall risk profile and, therefore, Level 3 assets are not necessarily higher risk than Level 2 assets or Level 1 assets.
UScellular has applied the provisions of fair value accounting for purposes of computing the fair value of financial instruments for disclosure purposes as displayed below.
Level within the Fair Value Hierarchy
September 30, 2023December 31, 2022
Book Value
Fair Value
Book Value
Fair Value
(Dollars in millions)
Long-term debt
Retail2$1,500 $1,018 $1,500 $899 
Institutional2536 430 536 395 
Other2923 923 1,208 1,208 
Long-term debt excludes lease obligations, the current portion of Long-term debt and debt financing costs. The fair value of “Retail” Long-term debt was estimated using market prices for UScellular Senior Notes, which are traded on the New York Stock Exchange. UScellular’s “Institutional” debt consists of the 6.7% Senior Notes which are traded over the counter. UScellular’s “Other” debt consists of term loan credit agreements, receivables securitization agreement and an export credit financing agreement. UScellular estimated the fair value of its Institutional and Other debt through a discounted cash flow analysis using the interest rates or estimated yield to maturity for each borrowing, which ranged from 6.76% to 7.92% and 5.38% to 8.28% at September 30, 2023 and December 31, 2022, respectively.
The fair values of Cash and cash equivalents, restricted cash and short-term debt approximate their book values due to the short-term nature of these financial instruments.
v3.23.3
Equipment Installment Plans
 9 Months Ended
Sep. 30, 2023
Receivables [Abstract]  
Equipment Installment Plans
Note 4 Equipment Installment Plans
UScellular sells devices to customers under equipment installment plans over a specified time period. For certain equipment installment plans, after a specified period of time or amount of payments, the customer may have the right to upgrade to a new device and have the remaining unpaid equipment installment contract balance waived, subject to certain conditions, including trading in the original device in good working condition and signing a new equipment installment contract.
The following table summarizes equipment installment plan receivables.
September 30, 2023December 31, 2022
(Dollars in millions)
Equipment installment plan receivables, gross$1,127 $1,211 
Allowance for credit losses(85)(96)
Equipment installment plan receivables, net$1,042 $1,115 
Net balance presented in the Consolidated Balance Sheet as:
Accounts receivable — Customers and agents (Current portion)$581 $646 
Other assets and deferred charges (Non-current portion)461 469 
Equipment installment plan receivables, net$1,042 $1,115 
UScellular uses various inputs to evaluate the credit profiles of its customers, including internal data, information from credit bureaus and other sources. From this evaluation, a credit class is assigned to the customer that determines the number of eligible lines, the amount of credit available, and the down payment requirement, if any. These credit classes are grouped into four credit categories: lowest risk, lower risk, slight risk and higher risk. A customer's assigned credit class is reviewed periodically and a change is made, if appropriate. An equipment installment plan billed amount is considered past due if not paid within 30 days. The balance and aging of the equipment installment plan receivables on a gross basis by credit category were as follows:
September 30, 2023December 31, 2022
Lowest Risk
Lower Risk
Slight Risk
Higher Risk
Total
Lowest Risk
Lower Risk
Slight Risk
Higher Risk
Total
(Dollars in millions)
Unbilled$952 $88 $18 $6 $1,064 $1,016 $98 $22 $5 $1,141 
Billed — current36 4 1 1 42 41 5 2 — 48 
Billed — past due12 6 2 1 21 13 6 2 1 22 
Total$1,000 $98 $21 $8 $1,127 $1,070 $109 $26 $6 $1,211 
The balance of the equipment installment plan receivables as of September 30, 2023 on a gross basis by year of origination were as follows:
2020202120222023
Total
(Dollars in millions)
Lowest Risk$1 $97 $480 $422 $1,000 
Lower Risk— 6 41 51 98 
Slight Risk— 1 7 13 21 
Higher Risk— — 2 6 8 
Total$1 $104 $530 $492 $1,127 
The write-offs, net of recoveries for the nine months ended September 30, 2023 on a gross basis by year of origination were as follows:
202120222023
Total
(Dollars in millions)
Write-offs, net of recoveries$12 $38 $8 $58 
Activity for the nine months ended September 30, 2023 and 2022, in the allowance for credit losses for equipment installment plan receivables was as follows:
September 30, 2023September 30, 2022
(Dollars in millions)
Allowance for credit losses, beginning of period$96 $72 
Bad debts expense47 69 
Write-offs, net of recoveries(58)(54)
Allowance for credit losses, end of period$85 $87 
v3.23.3
Income Taxes
 9 Months Ended
Sep. 30, 2023
Income Tax Disclosure [Abstract]  
Income Taxes
Note 5 Income Taxes
The effective tax rate on Income before income taxes for the three and nine months ended September 30, 2023 was 53.1% and 56.4%, respectively. These effective tax rates were higher than normal due primarily to the nominally low amount of Income before income taxes in the current year, which increased the effective tax rate impact of recurring tax adjustments including nondeductible interest and compensation expenses, as well as discrete increases in state valuation allowances that reduce the net value of deferred tax assets.
The effective tax rate on Income (loss) before income taxes for the three and nine months ended September 30, 2022 was 23.3% and 42.5%, respectively. These effective tax rates reflect a combined rate of federal and state taxes, adjusted primarily for impacts of nondeductible compensation and interest expense. The effective tax rates also varied during interim periods due to fluctuations in Income (loss) before income taxes.
v3.23.3
Earnings Per Share
 9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Earnings Per Share
Note 6 Earnings Per Share
Basic earnings (loss) per share attributable to UScellular shareholders is computed by dividing Net income (loss) attributable to UScellular shareholders by the weighted average number of Common Shares outstanding during the period. Diluted earnings (loss) per share attributable to UScellular shareholders is computed by dividing Net income (loss) attributable to UScellular shareholders by the weighted average number of Common Shares outstanding during the period adjusted to include the effects of potentially dilutive securities. Potentially dilutive securities primarily include incremental shares issuable upon the exercise of outstanding stock options and the vesting of performance and restricted stock units, as calculated using the treasury stock method.
The amounts used in computing basic and diluted earnings (loss) per share attributable to UScellular shareholders were as follows:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
(Dollars and shares in millions, except per share amounts)
Net income (loss) attributable to UScellular shareholders$23 $(12)$40 $58 
Weighted average number of shares used in basic earnings (loss) per share85 85 85 86 
Effects of dilutive securities1 — 1 1 
Weighted average number of shares used in diluted earnings (loss) per share86 85 86 87 
Basic earnings (loss) per share attributable to UScellular shareholders$0.26 $(0.15)$0.47 $0.68 
Diluted earnings (loss) per share attributable to UScellular shareholders$0.26 $(0.15)$0.47 $0.67 
Certain Common Shares issuable upon the exercise of stock options or vesting of performance and restricted stock units were not included in weighted average diluted shares outstanding for the calculation of Diluted earnings (loss) per share attributable to UScellular shareholders because their effects were antidilutive. The number of such Common Shares excluded was less than 1 million for both the three and nine months ended September 30, 2023, and 1 million and less than 1 million for the three and nine months ended September 30, 2022, respectively.
v3.23.3
Intangible Assets
 9 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets
Note 7 Intangible Assets
In February 2021, the Federal Communications Commission (FCC) announced by way of public notice that UScellular was the provisional winning bidder for 254 wireless spectrum licenses in the 3.7-3.98 GHz bands (Auction 107) for $1,283 million. UScellular paid $30 million of this amount in 2020 and the remainder in March 2021. The wireless spectrum licenses from Auction 107 were granted by the FCC in July 2021. Additionally, UScellular expects to be obligated to pay approximately $179 million in total from 2021 through 2025 related to relocation costs and accelerated relocation incentive payments. Such additional costs were accrued and capitalized at the time the licenses were granted, and are adjusted as necessary as the estimated obligation changes. UScellular paid $17 million, $8 million and $36 million related to the additional costs for the nine months ended September 30, 2023, the year ended December 31, 2022 and the year ended December 31, 2021, respectively. At September 30, 2023, invoices totaling $105 million are included in Accounts payable in the Consolidated Balance Sheet and were paid in October 2023, and the remaining estimated payments of approximately $13 million are included in Other current liabilities. At December 31, 2022, the remaining estimated payments of approximately $133 million and $8 million were included in Other current liabilities and Other deferred liabilities and credits, respectively, in the Consolidated Balance Sheet. UScellular received full access to the spectrum in the third quarter of 2023.
v3.23.3
Investments in Unconsolidated Entities
 9 Months Ended
Sep. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]  
Investments in unconsolidated entities
Note 8 Investments in Unconsolidated Entities
Investments in unconsolidated entities consist of amounts invested in entities in which UScellular holds a noncontrolling interest. UScellular’s Investments in unconsolidated entities are accounted for using the equity method, measurement alternative method or net asset value practical expedient method as shown in the table below. The carrying value of measurement alternative method investments represents cost minus any impairments plus or minus any observable price changes.
September 30, 2023December 31, 2022
(Dollars in millions)
Equity method investments$464 $439 
Measurement alternative method investments4 4 
Investments recorded using the net asset value practical expedient9 9 
Total investments in unconsolidated entities$477 $452 
The following table, which is based on unaudited information provided in part by third parties, summarizes the combined results of operations of UScellular’s equity method investments.
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
(Dollars in millions)
Revenues$1,805 $1,829 $5,369 $5,410 
Operating expenses1,420 1,397 4,138 4,158 
Operating income385 432 1,231 1,252 
Other income (expense), net(13)(6)(19)(12)
Net income$372 $426 $1,212 $1,240 
v3.23.3
Debt
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Debt
Note 9 Debt
Receivables Securitization Agreement
UScellular, through its subsidiaries, has a receivables securitization agreement to permit securitized borrowings using its equipment installment plan receivables. In September 2023, UScellular amended the agreement to extend the maturity date to September 2025. Amounts under the agreement may be borrowed, repaid and reborrowed from time to time until maturity. Unless the agreement is amended to extend the maturity date, repayments based on receivable collections commence in October 2025. The outstanding borrowings bear interest at a rate of the lender's cost of funds (which has historically tracked closely to Secured Overnight Financing Rate (SOFR)) plus 1.15%. During the nine months ended September 30, 2023, UScellular borrowed $115 million and repaid $385 million under its receivables securitization agreement. As of September 30, 2023, the outstanding borrowings under the agreement were $5 million and the unused borrowing capacity was $445 million, subject to sufficient collateral to satisfy the asset borrowing base provisions of the agreement. As of September 30, 2023, the USCC Master Note Trust held $389 million of assets available to be pledged as collateral for the receivables securitization agreement.
Subsequent to September 30, 2023, UScellular borrowed $150 million under the receivables securitization agreement.
Repurchase Agreement
UScellular, through a subsidiary (the repo subsidiary), has a repurchase agreement to borrow up to $200 million, subject to the availability of eligible equipment installment plan receivables and the agreement of the lender. In January 2023, UScellular amended the repurchase agreement to extend the expiration date to January 2024. The outstanding borrowings bear interest at a rate of the lender's cost of funds (which has historically tracked closely to SOFR) plus 1.35%. Outstanding borrowings are included in Other current liabilities in the Consolidated Balance Sheet. During the nine months ended September 30, 2023, the repo subsidiary repaid $60 million under the agreement. As of September 30, 2023, there were no outstanding borrowings under the agreement and the unused borrowing capacity was $200 million, which is restricted from being borrowed against due to covenants within the TDS and UScellular credit agreements that limit secured borrowings on an enterprise-wide basis. As of September 30, 2023, UScellular held $532 million of assets available for inclusion in the repurchase facility; these assets are distinct from the assets held by the USCC Master Note Trust for UScellular's receivables securitization agreement.
Debt Covenants
The revolving credit agreement, term loan agreements, export credit financing agreement and receivables securitization agreement require UScellular to comply with certain affirmative and negative covenants, which include certain financial covenants that may restrict the borrowing capacity available. In March 2023, the agreements were amended to require UScellular to maintain the Consolidated Leverage Ratio as of the end of any fiscal quarter at a level not to exceed the following: 4.25 to 1.00 from January 1, 2023 through March 31, 2024; 4.00 to 1.00 from April 1, 2024 through March 31, 2025; 3.75 to 1.00 from April 1, 2025 and thereafter. UScellular is also required to maintain the Consolidated Interest Coverage Ratio at a level not lower than 3.00 to 1.00 as of the end of any fiscal quarter. UScellular believes that it was in compliance as of September 30, 2023 with all such financial covenants.
v3.23.3
Variable Interest Entities
 9 Months Ended
Sep. 30, 2023
Variable Interest Entities [Abstract]  
Variable Interest Entities
Note 10 Variable Interest Entities
Consolidated VIEs
UScellular consolidates VIEs in which it has a controlling financial interest as defined by GAAP and is therefore deemed the primary beneficiary. UScellular reviews the criteria for a controlling financial interest at the time it enters into agreements and subsequently when events warranting reconsideration occur. These VIEs have risks similar to those described in the “Risk Factors” in this Form 10-Q and UScellular’s Form 10-K for the year ended December 31, 2022.
UScellular formed USCC EIP LLC (Seller/Sub-Servicer), USCC Receivables Funding LLC (Transferor) and the USCC Master Note Trust (Trust), collectively the special purpose entities (SPEs), to facilitate a securitized borrowing using its equipment installment plan receivables. Under a Receivables Sale Agreement, UScellular wholly-owned, majority-owned and unconsolidated entities, collectively referred to as “affiliated entities”, transfer device equipment installment plan contracts to the Seller/Sub-Servicer. The Seller/Sub-Servicer aggregates device equipment installment plan contracts, and performs servicing, collection and all other administrative activities related to accounting for the equipment installment plan contracts. The Seller/Sub-Servicer sells the eligible equipment installment plan receivables to the Transferor, a bankruptcy remote entity, which subsequently sells the receivables to the Trust. The Trust, which is bankruptcy remote and isolated from the creditors of UScellular, will be responsible for issuing asset-backed variable funding notes (Notes), which are collateralized by the equipment installment plan receivables owned by the Trust. Given that UScellular has the power to direct the activities of these SPEs, and that these SPEs lack sufficient equity to finance their activities, UScellular is deemed to have a controlling financial interest in the SPEs and, therefore, consolidates them. All transactions with third parties (e.g., issuance of the asset-backed variable funding notes) will be accounted for as a secured borrowing due to the pledging of equipment installment plan contracts as collateral, significant continuing involvement in the transferred assets, subordinated interests of the cash flows, and continued evidence of control of the receivables. 
The following VIEs were formed to participate in FCC auctions of wireless spectrum licenses and to fund, establish, and provide wireless service with respect to any FCC wireless spectrum licenses won in the auctions:
▪Advantage Spectrum, L.P. (Advantage Spectrum) and Sunshine Spectrum, Inc., the general partner of Advantage Spectrum; and
▪King Street Wireless, L.P. (King Street Wireless) and King Street Wireless, Inc., the general partner of King Street Wireless.
These particular VIEs are collectively referred to as designated entities. The power to direct the activities that most significantly impact the economic performance of these VIEs is shared. Specifically, the general partner of these VIEs has the exclusive right to manage, operate and control the limited partnerships and make all decisions to carry on the business of the partnerships. The general partner of each partnership needs the consent of the limited partner, an indirect UScellular subsidiary, to sell or lease certain wireless spectrum licenses, to make certain large expenditures, admit other partners or liquidate the limited partnerships. Although the power to direct the activities of these VIEs is shared, UScellular has the most significant level of exposure to the variability associated with the economic performance of the VIEs, indicating that UScellular is the primary beneficiary of the VIEs. Therefore, in accordance with GAAP, these VIEs are consolidated into the UScellular financial statements.
UScellular also consolidates other VIEs that are limited partnerships that provide wireless service. A limited partnership is a variable interest entity unless the limited partners hold substantive participating rights or kick-out rights over the general partner. For certain limited partnerships, UScellular is the general partner and manages the operations. In these partnerships, the limited partners do not have substantive kick-out or participating rights and, further, such limited partners do not have the authority to remove the general partner. Therefore, these limited partnerships also are recognized as VIEs and are consolidated into the UScellular financial statements under the variable interest model.
The following table presents the classification and balances of the consolidated VIEs’ assets and liabilities in UScellular’s Consolidated Balance Sheet.
September 30, 2023December 31, 2022
(Dollars in millions)
Assets
Cash and cash equivalents$25 $29 
Accounts receivable635 701 
Inventory, net3 4 
Other current assets33 36 
Licenses641 640 
Property, plant and equipment, net142 135 
Operating lease right-of-use assets47 45 
Other assets and deferred charges472 481 
Total assets$1,998 $2,071 
Liabilities
Current liabilities$32 $95 
Long-term operating lease liabilities42 40 
Other deferred liabilities and credits30 31 
Total liabilities1
$104 $166 
1    Total liabilities does not include amounts borrowed under the receivables securitization agreement. See Note 9 – Debt for additional information.
Unconsolidated VIEs
UScellular manages the operations of and holds a variable interest in certain other limited partnerships, but is not the primary beneficiary of these entities and, therefore, does not consolidate them into the UScellular financial statements under the variable interest model.
UScellular’s total investment in these unconsolidated entities was $6 million and $4 million at September 30, 2023 and December 31, 2022, respectively, and is included in Investments in unconsolidated entities in UScellular’s Consolidated Balance Sheet. The maximum exposure from unconsolidated VIEs is limited to the investment held by UScellular in those entities. 
Other Related Matters
UScellular made contributions, loans or advances to its VIEs totaling $276 million and $291 million, during the nine months ended September 30, 2023 and 2022, respectively, of which $244 million in 2023 and $269 million in 2022, are related to USCC EIP LLC as discussed above. UScellular may agree to make additional capital contributions and/or advances to these or other VIEs and/or to their general partners to provide additional funding for their operations or the development of wireless spectrum licenses granted in various auctions. UScellular may finance such amounts with a combination of cash on hand, borrowings under its revolving credit or receivables securitization agreements and/or other long-term debt. There is no assurance that UScellular will be able to obtain additional financing on commercially reasonable terms or at all to provide such financial support.
The limited partnership agreement of Advantage Spectrum also provides the general partner with a put option whereby the general partner may require the limited partner, a subsidiary of UScellular, to purchase its interest in the limited partnership. In June 2022, the limited partnership agreement was amended and the general partner’s put option related to its interest in Advantage Spectrum had two exercise periods. The general partner's put option was not exercised during the first exercise period and will be exercisable again in the third quarter of 2024. The greater of the carrying value of the general partner's investment or the value of the put option, net of any borrowings due to UScellular, is recorded as Noncontrolling interests with redemption features in UScellular’s Consolidated Balance Sheet. Also in accordance with GAAP, minority share of income or changes in the redemption value of the put option, net of interest accrued on the loans, are recorded as a component of Net income (loss) attributable to noncontrolling interests, net of tax, in UScellular’s Consolidated Statement of Operations.
v3.23.3
Pay vs Performance Disclosure - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Pay vs Performance Disclosure        
Net income (loss) attributable to UScellular shareholders $ 23 $ (12) $ 40 $ 58
v3.23.3
Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2023
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.23.3
Basis of Presentation (Policies)
 9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Principles of Consolidation The accounting policies of UScellular conform to accounting principles generally accepted in the United States of America (GAAP) as set forth in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). Unless otherwise specified, references to accounting provisions and GAAP in these notes refer to the requirements of the FASB ASC. The consolidated financial statements include the accounts of UScellular, subsidiaries in which it has a controlling financial interest, general partnerships in which UScellular has a majority partnership interest and certain entities in which UScellular has a variable interest that requires consolidation into the UScellular financial statements under GAAP. Intercompany accounts and transactions have been eliminated.
Basis of Accounting
Certain numbers included herein are rounded to millions for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in UScellular’s Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2022.
The accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring items, unless otherwise disclosed) necessary for the fair statement of UScellular’s financial position as of September 30, 2023 and December 31, 2022, its results of operations and changes in equity for the three and nine months ended September 30, 2023 and 2022, and its cash flows for the nine months ended September 30, 2023 and 2022. The Consolidated Statement of Comprehensive Income was not included because comprehensive income for the three and nine months ended September 30, 2023 and 2022, equaled net income. These results are not necessarily indicative of the results to be expected for the full year. UScellular has not changed its significant accounting and reporting policies from those disclosed in its Form 10-K for the year ended December 31, 2022.
Revenue from Contract with Customer As practical expedients, revenue related to contracts of less than one year, generally month-to-month contracts, and contracts with a fixed per-unit price and variable quantity, are excluded from these estimates. UScellular expects that commission fees paid as a result of obtaining contracts are recoverable and therefore UScellular defers and amortizes these costs. As a practical expedient, costs with an amortization period of one year or less are expensed as incurred.Deferred commission fees are amortized based on the timing of transfer of the goods or services to which the assets relate, typically the contract term.
Variable Interest Entities UScellular consolidates VIEs in which it has a controlling financial interest as defined by GAAP and is therefore deemed the primary beneficiary. UScellular reviews the criteria for a controlling financial interest at the time it enters into agreements and subsequently when events warranting reconsideration occur. These VIEs have risks similar to those described in the “Risk Factors” in this Form 10-Q and UScellular’s Form 10-K for the year ended December 31, 2022.
v3.23.3
Basis of Presentation (Tables)
 9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Reconciliation of cash, cash equivalents and restricted cash The following table provides a reconciliation of Cash and cash equivalents and restricted cash reported in the Consolidated Balance Sheet to the total of the amounts in the Consolidated Statement of Cash Flows.
September 30, 2023December 31, 2022
(Dollars in millions)
Cash and cash equivalents$153 $273 
Restricted cash included in Other current assets32 35 
Cash, cash equivalents and restricted cash in the statement of cash flows$185 $308 
v3.23.3
Revenue Recognition (Tables)
 9 Months Ended
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue
In the following table, UScellular's revenues are disaggregated by type of service, which represents the relevant categorization of revenues for UScellular, and timing of recognition. Service revenues are recognized over time and Equipment sales are recognized at a point in time. 
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
(Dollars in millions)
Revenues from contracts with customers:
Retail service$687 $696 $2,065 $2,098 
Inbound roaming8 17 25 56 
Other service42 45 124 129 
Service revenues from contracts with customers737 758 2,214 2,283 
Equipment sales201 302 617 769 
Total revenues from contracts with customers938 1,060 2,831 3,052 
Operating lease income25 23 75 68 
Total operating revenues$963 $1,083 $2,906 $3,120 
Contract with Customer, Assets and Liabilities
The following table provides balances for contract assets from contracts with customers, which are recorded in Other current assets and Other assets and deferred charges in the Consolidated Balance Sheet, and contract liabilities from contracts with customers, which are recorded in Customer deposits and deferred revenues and Other deferred liabilities and credits in the Consolidated Balance Sheet.
 September 30, 2023December 31, 2022
(Dollars in millions) 
Contract assets$5 $5 
Contract liabilities$324 $349 
Remaining Performance Obligations
The following table includes estimated service revenues expected to be recognized related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. These estimates represent service revenues to be recognized when wireless services are delivered to customers pursuant to service plan contracts and under certain roaming agreements with other carriers. These estimates are based on contracts in place as of September 30, 2023 and may vary from actual results. As practical expedients, revenue related to contracts of less than one year, generally month-to-month contracts, and contracts with a fixed per-unit price and variable quantity, are excluded from these estimates. 
Service Revenues
(Dollars in millions)
Remainder of 2023$123 
2024161 
Thereafter108 
Total
$392 
v3.23.3
Fair Value Measurements (Tables)
 9 Months Ended
Sep. 30, 2023
Fair Value Disclosures [Abstract]  
Fair value measurements
UScellular has applied the provisions of fair value accounting for purposes of computing the fair value of financial instruments for disclosure purposes as displayed below.
Level within the Fair Value Hierarchy
September 30, 2023December 31, 2022
Book Value
Fair Value
Book Value
Fair Value
(Dollars in millions)
Long-term debt
Retail2$1,500 $1,018 $1,500 $899 
Institutional2536 430 536 395 
Other2923 923 1,208 1,208 
v3.23.3
Equipment Installment Plans (Tables)
 9 Months Ended
Sep. 30, 2023
Receivables [Abstract]  
Equipment installment plan receivables
The following table summarizes equipment installment plan receivables.
September 30, 2023December 31, 2022
(Dollars in millions)
Equipment installment plan receivables, gross$1,127 $1,211 
Allowance for credit losses(85)(96)
Equipment installment plan receivables, net$1,042 $1,115 
Net balance presented in the Consolidated Balance Sheet as:
Accounts receivable — Customers and agents (Current portion)$581 $646 
Other assets and deferred charges (Non-current portion)461 469 
Equipment installment plan receivables, net$1,042 $1,115 
Equipment installment plan receivables credit categories The balance and aging of the equipment installment plan receivables on a gross basis by credit category were as follows:
September 30, 2023December 31, 2022
Lowest Risk
Lower Risk
Slight Risk
Higher Risk
Total
Lowest Risk
Lower Risk
Slight Risk
Higher Risk
Total
(Dollars in millions)
Unbilled$952 $88 $18 $6 $1,064 $1,016 $98 $22 $5 $1,141 
Billed — current36 4 1 1 42 41 5 2 — 48 
Billed — past due12 6 2 1 21 13 6 2 1 22 
Total$1,000 $98 $21 $8 $1,127 $1,070 $109 $26 $6 $1,211 
The balance of the equipment installment plan receivables as of September 30, 2023 on a gross basis by year of origination were as follows:
2020202120222023
Total
(Dollars in millions)
Lowest Risk$1 $97 $480 $422 $1,000 
Lower Risk— 6 41 51 98 
Slight Risk— 1 7 13 21 
Higher Risk— — 2 6 8 
Total$1 $104 $530 $492 $1,127 
Equipment installment plans allowance for credit losses
The write-offs, net of recoveries for the nine months ended September 30, 2023 on a gross basis by year of origination were as follows:
202120222023
Total
(Dollars in millions)
Write-offs, net of recoveries$12 $38 $8 $58 
Activity for the nine months ended September 30, 2023 and 2022, in the allowance for credit losses for equipment installment plan receivables was as follows:
September 30, 2023September 30, 2022
(Dollars in millions)
Allowance for credit losses, beginning of period$96 $72 
Bad debts expense47 69 
Write-offs, net of recoveries(58)(54)
Allowance for credit losses, end of period$85 $87 
v3.23.3
Earnings Per Share (Tables)
 9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Earnings per share
The amounts used in computing basic and diluted earnings (loss) per share attributable to UScellular shareholders were as follows:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
(Dollars and shares in millions, except per share amounts)
Net income (loss) attributable to UScellular shareholders$23 $(12)$40 $58 
Weighted average number of shares used in basic earnings (loss) per share85 85 85 86 
Effects of dilutive securities1 — 1 1 
Weighted average number of shares used in diluted earnings (loss) per share86 85 86 87 
Basic earnings (loss) per share attributable to UScellular shareholders$0.26 $(0.15)$0.47 $0.68 
Diluted earnings (loss) per share attributable to UScellular shareholders$0.26 $(0.15)$0.47 $0.67 
v3.23.3
Investments in Unconsolidated Entities (Tables)
 9 Months Ended
Sep. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]  
Equity and measurement alternative method investments UScellular’s Investments in unconsolidated entities are accounted for using the equity method, measurement alternative method or net asset value practical expedient method as shown in the table below. The carrying value of measurement alternative method investments represents cost minus any impairments plus or minus any observable price changes.
September 30, 2023December 31, 2022
(Dollars in millions)
Equity method investments$464 $439 
Measurement alternative method investments4 4 
Investments recorded using the net asset value practical expedient9 9 
Total investments in unconsolidated entities$477 $452 
The following table, which is based on unaudited information provided in part by third parties, summarizes the combined results of operations of UScellular’s equity method investments.
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
(Dollars in millions)
Revenues$1,805 $1,829 $5,369 $5,410 
Operating expenses1,420 1,397 4,138 4,158 
Operating income385 432 1,231 1,252 
Other income (expense), net(13)(6)(19)(12)
Net income$372 $426 $1,212 $1,240 
v3.23.3
Variable Interest Entities (Tables)
 9 Months Ended
Sep. 30, 2023
Variable Interest Entities [Abstract]  
Consolidated VIE assets and liabilities
The following table presents the classification and balances of the consolidated VIEs’ assets and liabilities in UScellular’s Consolidated Balance Sheet.
September 30, 2023December 31, 2022
(Dollars in millions)
Assets
Cash and cash equivalents$25 $29 
Accounts receivable635 701 
Inventory, net3 4 
Other current assets33 36 
Licenses641 640 
Property, plant and equipment, net142 135 
Operating lease right-of-use assets47 45 
Other assets and deferred charges472 481 
Total assets$1,998 $2,071 
Liabilities
Current liabilities$32 $95 
Long-term operating lease liabilities42 40 
Other deferred liabilities and credits30 31 
Total liabilities1
$104 $166 
1    Total liabilities does not include amounts borrowed under the receivables securitization agreement. See Note 9 – Debt for additional information.
v3.23.3
Basis of Presentation - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2023
Sep. 30, 2022
Basis of Presentation [Line Items]      
Noncash software license acquisitions   $ 18 $ 135
Expenses related to strategic alternatives review $ 3 $ 3  
TDS | UScellular      
Basis of Presentation [Line Items]      
Ownership percentage 83.00% 83.00%  
v3.23.3
Basis of Presentation - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Millions
Sep. 30, 2023
Dec. 31, 2022
Sep. 30, 2022
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]        
Cash and cash equivalents $ 153 $ 273    
Restricted cash included in Other current assets 32 35    
Cash, cash equivalents and restricted cash in the statement of cash flows $ 185 $ 308 $ 289 $ 199
v3.23.3
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Disaggregation of revenue        
Revenue from contracts with customers $ 938 $ 1,060 $ 2,831 $ 3,052
Operating lease income 25 23 75 68
Total operating revenues 963 1,083 2,906 3,120
Transferred over time        
Disaggregation of revenue        
Revenue from contracts with customers 737 758 2,214 2,283
Transferred over time | Retail service        
Disaggregation of revenue        
Revenue from contracts with customers 687 696 2,065 2,098
Transferred over time | Inbound roaming        
Disaggregation of revenue        
Revenue from contracts with customers 8 17 25 56
Transferred over time | Other service        
Disaggregation of revenue        
Revenue from contracts with customers 42 45 124 129
Transferred at point in time | Equipment sales        
Disaggregation of revenue        
Revenue from contracts with customers $ 201 $ 302 $ 617 $ 769
v3.23.3
Revenue Recognition - Contract Assets and Contract Liabilities (Details) - USD ($)
$ in Millions
 9 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Revenue from Contract with Customer [Abstract]    
Contract assets $ 5 $ 5
Contract liabilities 324 $ 349
Revenue recognized $ 186  
v3.23.3
Revenue Recognition - Performance Obligations (Details)
$ in Millions
Sep. 30, 2023
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation amount $ 392
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation amount $ 123
Expected timing of remaining performance obligation, period 3 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation amount $ 161
Expected timing of remaining performance obligation, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation amount $ 108
Expected timing of remaining performance obligation, period
v3.23.3
Revenue Recognition - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Capitalized Contract Cost          
Contract cost asset $ 124   $ 124   $ 131
Amortization of contract cost assets $ 23 $ 24 $ 70 $ 72  
v3.23.3
Fair Value Measurements (Details) - USD ($)
$ in Millions
Sep. 30, 2023
Dec. 31, 2022
6.7% Senior Notes    
Financial Instruments    
Interest rate 6.70%  
Institutional and Other | Minimum    
Financial Instruments    
Interest rate 6.76% 5.38%
Institutional and Other | Maximum    
Financial Instruments    
Interest rate 7.92% 8.28%
Book Value | Retail    
Financial Instruments    
Long-term debt $ 1,500 $ 1,500
Book Value | Institutional    
Financial Instruments    
Long-term debt 536 536
Book Value | Other    
Financial Instruments    
Long-term debt 923 1,208
Fair Value | Level 2 | Retail    
Financial Instruments    
Long-term debt 1,018 899
Fair Value | Level 2 | Institutional    
Financial Instruments    
Long-term debt 430 395
Fair Value | Level 2 | Other    
Financial Instruments    
Long-term debt $ 923 $ 1,208
v3.23.3
Equipment Installment Plans - EIP Receivables (Details) - USD ($)
$ in Millions
Sep. 30, 2023
Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Equipment installment plan receivables, gross $ 1,127 $ 1,211
Allowance for credit losses (85) (96)
Equipment installment plan receivables, net 1,042 1,115
Accounts receivable — Customers and agents (Current portion)    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Equipment installment plan receivables, net 581 646
Other assets and deferred charges (Non-current portion)    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Equipment installment plan receivables, net $ 461 $ 469
v3.23.3
Equipment Installment Plans - Gross Receivables by Credit Category (Details) - USD ($)
$ in Millions
Sep. 30, 2023
Dec. 31, 2022
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross $ 1,127 $ 1,211
2020 1  
2021 104  
2022 530  
2023 492  
Unbilled    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 1,064 1,141
Billed | Current    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 42 48
Billed | Past Due    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 21 22
Lowest Risk    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 1,000 1,070
2020 1  
2021 97  
2022 480  
2023 422  
Lowest Risk | Unbilled    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 952 1,016
Lowest Risk | Billed | Current    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 36 41
Lowest Risk | Billed | Past Due    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 12 13
Lower Risk    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 98 109
2020 0  
2021 6  
2022 41  
2023 51  
Lower Risk | Unbilled    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 88 98
Lower Risk | Billed | Current    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 4 5
Lower Risk | Billed | Past Due    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 6 6
Slight Risk    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 21 26
2020 0  
2021 1  
2022 7  
2023 13  
Slight Risk | Unbilled    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 18 22
Slight Risk | Billed | Current    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 1 2
Slight Risk | Billed | Past Due    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 2 2
Higher Risk    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 8 6
2020 0  
2021 0  
2022 2  
2023 6  
Higher Risk | Unbilled    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 6 5
Higher Risk | Billed | Current    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 1 0
Higher Risk | Billed | Past Due    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross $ 1 $ 1
v3.23.3
Equipment Installment Plans - Allowance for Credit Losses (Details) - USD ($)
$ in Millions
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Allowance for credit losses    
Allowance for credit losses, beginning of period $ 96  
Allowance for credit losses, end of period 85  
Equipment Installment Plan Receivable    
Allowance for credit losses    
Write-offs, net of recoveries, originated in 2021 12  
Write-offs, net of recoveries, originated in 2022 38  
Write-offs, net of recoveries, originated in 2023 8  
Write-offs, net of recoveries, Total 58 $ 54
Allowance for credit losses, beginning of period 96 72
Bad debts expense 47 69
Write-offs, net of recoveries (58) (54)
Allowance for credit losses, end of period $ 85 $ 87
v3.23.3
Income Taxes (Details)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Tax Disclosure [Abstract]        
Effective tax rate 53.10% 23.30% 56.40% 42.50%
v3.23.3
Earnings Per Share - Reconciliation (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Earnings Per Share [Abstract]        
Net income (loss) attributable to UScellular shareholders $ 23 $ (12) $ 40 $ 58
Weighted average number of shares used in basic earnings (loss) per share (in shares) 85 85 85 86
Effects of dilutive securities (in shares) 1 0 1 1
Weighted average number of shares used in diluted earnings (loss) per share 86 85 86 87
Basic earnings (loss) per share attributable to UScellular shareholders $ 0.26 $ (0.15) $ 0.47 $ 0.68
Diluted earnings (loss) per share attributable to UScellular shareholders $ 0.26 $ (0.15) $ 0.47 $ 0.67
v3.23.3
Earnings Per Share - Narrative (Details) - shares
shares in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities (in shares)   1    
Maximum        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities (in shares) 1   1 1
v3.23.3
Intangible Assets - Narrative (Details)
$ in Millions
 9 Months Ended 12 Months Ended 42 Months Ended
Oct. 01, 2023
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
license
Dec. 31, 2020
USD ($)
Mar. 31, 2025
USD ($)
Licenses              
Cash paid for licenses   $ 24 $ 575        
Auction 107              
Licenses              
Licenses won | license         254    
Total winning bid         $ 1,283    
Cash paid for licenses   17   $ 8 $ 36    
FCC upfront payment           $ 30  
Auction 107 | Other current liabilities              
Licenses              
Short-term spectrum license liabilities   13   133      
Auction 107 | Other deferred liabilities and credits              
Licenses              
Long-term spectrum license liabilities       $ 8      
Auction 107 | Accounts payable              
Licenses              
Short-term spectrum license liabilities   $ 105          
Auction 107 | Subsequent event              
Licenses              
Cash paid for licenses $ 105           $ 179
v3.23.3
Investments in Unconsolidated Entities - Schedule of Investments (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]          
Equity method investments $ 464   $ 464   $ 439
Measurement alternative method investments 4   4   4
Investments recorded using the net asset value practical expedient 9   9   9
Total investments in unconsolidated entities 477   477   $ 452
Schedule of Equity Method Investments [Line Items]          
Revenues 963 $ 1,083 2,906 $ 3,120  
Operating expenses 906 1,098 2,789 3,024  
Operating income 57 (15) 117 96  
Net income 23 (12) 43 62  
Equity method investments          
Schedule of Equity Method Investments [Line Items]          
Revenues 1,805 1,829 5,369 5,410  
Operating expenses 1,420 1,397 4,138 4,158  
Operating income 385 432 1,231 1,252  
Other income (expense), net (13) (6) (19) (12)  
Net income $ 372 $ 426 $ 1,212 $ 1,240  
v3.23.3
Debt - Receivables Securitization Agreement (Details) - USD ($)
$ in Millions
 9 Months Ended
Oct. 01, 2023
Sep. 30, 2023
Dec. 31, 2022
Debt Instrument [Line Items]      
Equipment installment plan receivables   $ 1,127 $ 1,211
Current portion of long-term debt   18 $ 13
Receivables securitization agreement      
Debt Instrument [Line Items]      
Amount borrowed during the period   115  
Amount repaid during the period   385  
Amount borrowed and outstanding   5  
Amount available for use   445  
Receivables securitization agreement | Assets pledged      
Debt Instrument [Line Items]      
Equipment installment plan receivables   $ 389  
Receivables securitization agreement | Lender's cost of funds      
Debt Instrument [Line Items]      
Contractual spread   1.15%  
Receivables securitization agreement | Subsequent event      
Debt Instrument [Line Items]      
Amount borrowed during the period $ 150    
v3.23.3
Debt - Repurchase Agreement (Details) - USD ($)
$ in Millions
 9 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
Equipment installment plan receivables $ 1,127 $ 1,211
Repurchase Agreement    
Debt Instrument [Line Items]    
Maximum borrowing capacity 200  
Amount repaid during the period 60  
Amounts borrowed and outstanding 0  
Amount available for use 200  
Repurchase Agreement | Assets pledged    
Debt Instrument [Line Items]    
Equipment installment plan receivables $ 532  
Lender's cost of funds | Repurchase Agreement    
Debt Instrument [Line Items]    
Contractual spread 1.35%  
v3.23.3
Debt - Narrative (Details)
Apr. 01, 2025
Apr. 01, 2024
Sep. 30, 2023
Debt Instrument [Line Items]      
Consolidated leverage ratio     4.25
Consolidated interest coverage ratio     3.00
Subsequent event      
Debt Instrument [Line Items]      
Consolidated leverage ratio 3.75 4.00  
v3.23.3
Variable Interest Entities - Consolidated Balance Sheet (Details) - USD ($)
$ in Millions
Sep. 30, 2023
Dec. 31, 2022
Assets    
Cash and cash equivalents $ 153 $ 273
Accounts receivable 890 985
Inventory, net 175 261
Other current assets 40 45
Licenses 4,690 4,690
Property, plant and equipment, net 2,593 2,624
Operating lease right-of-use assets 914 918
Other assets and deferred charges 666 686
Assets [1] 10,749 11,119
Liabilities    
Current liabilities 1,031 1,195
Long-term operating lease liabilities 834 843
Other deferred liabilities and credits 601 604
Consolidated Variable Interest Entities    
Assets    
Cash and cash equivalents 25 29
Accounts receivable 635 701
Inventory, net 3 4
Other current assets 33 36
Licenses 641 640
Property, plant and equipment, net 142 135
Operating lease right-of-use assets 47 45
Other assets and deferred charges 472 481
Assets 1,998 2,071
Liabilities    
Current liabilities 32 95
Long-term operating lease liabilities 42 40
Other deferred liabilities and credits 30 31
Total liabilities $ 104 $ 166
[1] The consolidated total assets as of September 30, 2023 and December 31, 2022, include assets held by consolidated variable interest entities (VIEs) of $1,263 million and $1,265 million, respectively, which are not available to be used to settle the obligations of UScellular. The consolidated total liabilities as of September 30, 2023 and December 31, 2022, include certain liabilities of consolidated VIEs of $24 million and $25 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of UScellular. See Note 10 — Variable Interest Entities for additional information.
v3.23.3
Variable Interest Entities - Narrative (Details) - USD ($)
$ in Millions
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Variable Interest Entity [Line Items]      
Investments in unconsolidated entities, maximum exposure $ 6   $ 4
Capital contributions, loans or advances 276 $ 291  
USCC EIP LLC      
Variable Interest Entity [Line Items]      
Capital contributions, loans or advances $ 244 $ 269  
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