Exhibit 99.1
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KPMG LLP
Suite 700
20 Pacifica
Irvine, CA 92618-3391
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Independent Accountants’ Agreed-Upon Procedures Report
TierPoint, LLC (the “Company”)
Guggenheim Securities, LLC (the “Structuring Agent”)
Jefferies LLC
(together, the “Specified Parties”)
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Re:
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TierPoint Issuer, LLC and TierPoint Co-Issuer, LLC, Secured Data Center Revenue Term Notes, Series 2025-3 – Data File Procedures
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We have performed the procedures described below on the specified attributes in an electronic data file entitled “TierPoint ABS Data Tape 5-31-2025_vAUP.xlsx” provided by the Structuring Agent on August 15, 2025, on behalf of the Company,
containing information on 37,857 service orders (“Service Orders”) as of May 31, 2025 (the “Data File”), which we were informed are intended to be included as collateral in the offering of TierPoint Issuer,
LLC and TierPoint Co-Issuer, LLC, Secured Data Center Revenue Term Notes, Series 2025-3. The Company is responsible for the specified attributes identified by the Company in the Data File.
The Specified Parties have agreed to and acknowledged that the procedures performed are appropriate to meet their intended purpose of assisting specified parties in evaluating the accuracy of the specified attributes in the Data File. This
report may not be suitable for any other purpose. No other parties have agreed to or acknowledged the appropriateness of these procedures for the intended purpose or any other purpose.
The procedures performed may not address all the items of interest to a specified party of this report and may not meet the needs of all specified parties of this report and, as such, specified parties are responsible for determining whether the
procedures performed are appropriate for their purposes. We make no representation regarding the appropriateness of the procedures either for the intended purpose or for any other purpose.
Unless otherwise stated, the following definitions have been adopted in presenting our procedures and findings:
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The term “compared” means compared to the information shown and found it to be in agreement, unless otherwise stated. Such compared information was deemed to be in agreement if differences were within the reporting threshold.
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| • |
The term “recomputed” means recalculated and compared the result to the information shown and found it to be in agreement, unless otherwise stated. Such recomputed information was deemed to be in agreement if differences were within the
reporting threshold.
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| • |
The term “reporting threshold” means that dollar amounts were within $0.01, percentages were within 0.1%, Contract Start Date and Current Term End Date were within 30 days, Initial Term was within 60 days, Non- Renewal Notice Date was
within the required number of days for notice listed in the non-renewal clause (“Non-Renewal Notice Period”) in the Service Orders Information (defined below), and Monthly Recurring Revenue (“MRR”) was within 10%.
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| • |
The term “Statistical Calculation Date” means May 31, 2025.
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The term “Top Tenants” means the top 25 tenants whose attribute “Top 25 Tenants” is equal to “1” in the Data File.
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| • |
The term “Regular Tenants” means tenants whose attribute “Top 25 Tenants” is equal to “0” in the Data File. Top Tenants and Regular Tenants together constitute the “Tenant Category Definitions.”
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| • |
The term “Service Orders Information” means the following documents provided by the Structuring Agent, on behalf of the Company, for the Selected Service Orders (defined below): (i) scanned agreements, (ii) scanned amended and/or
restated agreements, (iii) scanned sales orders, and (iv) Company’s accounting system screenshots. We make no representation regarding the validity or accuracy of the Servicer Orders Information.
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| • |
The term “Mapping Information” means mapping information for Product Type (F1New & F2New) with respect to the Service Orders contained in email correspondence from the Structuring Agent provided on August 19, 2025.
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| • |
The term “Support Information Files” means the following electronic data files and email correspondence provided by the Structuring Agent, on behalf of the Company, containing information on attributes #2-#5 and #7-#13 listed in Exhibit
B:
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| a) |
Electronic data file entitled “4.4.3-14 TierPoint 2025-3 Initial Exceptions (Gugg Comments)-filtered.xlsx” provided on September 3, 2025,
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| b) |
Electronic data file entitled “4.4.2-1 TierPoint 2025-3 Due Diligence Sample Sent 20250818_v2 - TierPoint Clarification 9-16-2025.xlsx” provided on September 16, 2025,
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| c) |
Electronic data file entitled “4.4.2-2 TierPoint 2025-3 Responses 20250918 - TierPoint Clarification Response 2.xlsx” provided on September 23, 2025.
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The term “Source Documents” means the Service Orders Information, Mapping Information, and Support Information Files.
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The term “Instructions” means the instructions provided by the Company pertaining to a procedure, attribute, or methodology, as described in Exhibit B.
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The term “Provided Information” means the Statistical Calculation Date, Tenant Category Definitions, Source Documents, and Instructions.
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The procedures we were instructed by the Company to perform and the associated findings are as follows:
| A. |
We excluded any Service Order for which “ABS DC” was “Non-ABS” and the “MRR” was less than or equal to $0.00. We then randomly selected a sample of 100 Service Orders from the Data File as follows:
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| (i) |
Selected one (1) Service Order for each of the 25 Top Tenants from the Top Tenant’s Service Orders for a total of 25 Service Orders (the “Top Tenants Sample”), and
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Selected 75 Service Orders from the Regular Tenants’ Service Orders (the “Regular Tenants Sample”).
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The Top Tenants Sample and Regular Tenants Sample together constitute the “Selected Service Orders.” The Company did not inform us of the basis they used to determine the number of Services Orders we were instructed to
randomly select from the Data File. A listing of the Selected Service Orders is attached as Exhibit A.
| B. |
For each Selected Service Order, we compared or recomputed the specified attributes in the Data File listed in the Exhibit B to or using the corresponding information included in the Source Documents, utilizing the Instructions, as
applicable, listed in Exhibit B. The Specified Parties indicated that the absence of any of the information in the Source Documents or the inability to agree the indicated information from the Data File to the Source Documents for each of
the attributes identified, utilizing the Instructions as applicable, constituted an exception. The Source Documents are listed in the order of priority.
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We found such information to be in agreement, except as listed in Exhibit C.
2
We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants, which involves us
performing the specific procedures agreed to and acknowledged above and reporting on findings based on performing those procedures. We were not engaged to, and did not, conduct an examination or review, the objective of which would be the
expression of an opinion or conclusion, respectively, on the specified attributes in the Data File. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention
that would have been reported.
We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.
The procedures performed were applied based on the information included in the Data File and Provided Information, without verification or evaluation of such information by us; therefore, we express no opinion or any other form of assurance
regarding (i) the reasonableness of the information provided to us by the Company, (ii) the physical existence of the Service Orders, (iii) the reliability or accuracy of the Provided Information which was used in our procedures, or (iv) matters of
legal interpretation.
The procedures performed were not intended to address, nor did they address: (i) the conformity of the origination of the Service Orders to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the
value of collateral securing any such Service Orders being securitized, (iii) the compliance of the originator of the Service Orders with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Service
Orders that would be material to the likelihood that the issuer of the asset-backed securities will pay interest and principal in accordance with applicable terms and conditions. The procedures performed were not intended to satisfy any criteria
for due diligence published by the nationally recognized statistical rating organizations (“NRSROs”).
The terms of our engagement are such that we have no responsibility to update this report because of events and circumstances that may subsequently occur.
This report is intended solely for the information and use of the Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors or the NRSROs, who are not identified in the report as the
Specified Parties but may have access to this report as required by law or regulation.
/s/KPMG LLP
Irvine, California
October 1, 2025
3
Exhibit A
Selected Service Orders
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Selected
Service Order #
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Service Asset
Number
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Top 25 Tenants
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Selected
Service Order #
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Service Asset
Number
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Top 25 Tenants
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1
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SA1089449-1
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Yes
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51
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SA1039044
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No
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2
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SA1088803
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Yes
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52
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SA9465091
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No
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3
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SA1100432
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Yes
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53
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SA1030338
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No
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4
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SA9477973
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Yes
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54
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SA9472034
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No
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5
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SA1076663
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Yes
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55
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SA1032873
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No
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6
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SA1032862
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Yes
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56
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SA9473856
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No
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7
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SA134030
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Yes
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57
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SA1105414
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No
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8
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SA1033807
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Yes
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58
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SA9474165
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No
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9
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SA1102860
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Yes
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59
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SA9473700
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No
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10
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SA1048749
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Yes
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60
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SA1090038
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No
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11
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SA1050782
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Yes
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61
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SA1088780
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No
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12
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SA1094201
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Yes
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62
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SA1050747
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No
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13
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SA9477975
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Yes
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63
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SA1083150
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No
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14
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SA9474214
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Yes
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64
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SA11294
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No
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15
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SA1090730
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Yes
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65
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SA1061978
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No
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16
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SA9466873
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Yes
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66
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SA1055091
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No
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17
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SA1099195
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Yes
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67
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SA1100990
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No
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18
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SA1087021
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Yes
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68
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SA1083810
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No
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19
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SA1106736
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Yes
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69
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SA9467460
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No
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20
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SA1053355
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Yes
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70
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SA1043364
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No
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21
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SA1048604
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Yes
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71
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SA9469675
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No
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22
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SA1048710
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Yes
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72
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SA9467571
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No
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23
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SA1050787
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Yes
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73
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SA9473268
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No
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24
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SA1086343
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Yes
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74
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SA1095100
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No
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25
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SA1050550
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Yes
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75
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SA9466346
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No
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26
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SA1086497
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No
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76
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SA9472963
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No
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27
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SA1088600
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No
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77
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SA1097848
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No
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28
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SA1090263
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No
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78
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SA1086596
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No
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29
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SA1087580
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No
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79
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SA9464147
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No
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30
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SA1083816
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No
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80
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SA1073254
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No
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31
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SA1067051
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No
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81
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SA9474023
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No
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32
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SA1098982
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No
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82
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SA9475472
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No
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33
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SA9474748
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No
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83
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SA9472962
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No
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34
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SA9240
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No
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84
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SA1035523
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No
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35
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SA1099367
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No
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85
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SA9476352
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No
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36
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SA1086959
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No
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86
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SA1099206
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No
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37
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SA1064975
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No
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87
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SA1054715
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No
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38
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SA1067525
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No
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88
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SA9466444
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No
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39
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SA9474796
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No
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89
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SA9476169
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No
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40
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SA1078252
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No
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90
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SA1069182
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No
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41
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SA1075465
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No
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91
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SA1078184
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No
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42
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SA9464306
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No
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92
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SA1075230
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No
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43
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SA1096324
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No
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93
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SA9469961
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No
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44
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SA1086777
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No
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94
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SA1057276
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No
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45
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SA1098222
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No
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95
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SA9474260
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No
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46
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SA1032756
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No
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96
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SA1072835
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No
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47
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SA40186
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No
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97
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SA1098462
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No
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48
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SA1038021
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No
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98
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SA1070406
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No
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49
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SA1068448
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No
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99
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SA9467511
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No
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50
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SA28243
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No
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100
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SA1103499
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No
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A-1
Exhibit B
Source Documents and Instructions
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#
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Attribute Name
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Attribute Name in the
Data File
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Source Documents / Instructions
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1
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Service Asset Numbers
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ServiceAssetNumbers
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N/A. Unique identifier for information purpose only.
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2
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Customer Name
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CustomerName
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Service Orders Information
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3
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Data Center
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Data Center
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Service Orders Information
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||||
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4
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Product Type F1New
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F1New
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Service Orders Information, Mapping Information
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||||
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5
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Product Type F2New
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F2New
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Service Orders Information, Mapping Information
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||||
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6
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Service Commencement Date
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Commencement Date
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Service Orders Information
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7
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Initial Term
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Initial Term
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Service Orders Information, Support Information Files
The term “Coterminous” means Selected Service Orders with multiple services under one agreement, as specified by the Company in the Service Orders Information.
The term “Original Commencement Date” means the original date of the services under an agreement specified as Coterminous.
The term “Coterminous Initial Term” means the original term corresponding to the Original Commencement Date.
For any Selected Service Order that is Coterminous, recompute as the difference between:
(a) the Coterminous Initial Term, and
(b) the difference in months between the Service Commencement Date listed on the Coterminous Service Orders Information and the Original Commencement Date.
For Selected Service Order #47, recompute as the difference in months between:
(a) the Service Commencement Date
(b) the Initial Term End from the Data File.
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8
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Current Term End Date
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Current Term End
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Service Orders Information
If Current Term End Date was not listed in the Service Orders Information, recompute by adding the Initial Term to the contract start date listed in the Service Order Information.
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B-1
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#
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Attribute Name
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Attribute Name in the
Data File
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Source Documents / Instructions
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9
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Non-Renewal Notice Date
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Non-Renewal Notice Date
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Service Orders Information, Support Information Files
If Non-Renewal Notice Date was not listed in the Service Orders Information, recompute by subtracting Non- Renewal Notice Period from the Current Term End Date.
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10
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Asset Renewal Term 1 Months
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Asset Renewal Term 1 Months
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Service Orders Information
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11
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Annual Cost of Living Adjustment (“COLA”) Price Change Percent
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Anucola Price Change Percent
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Service Orders Information, Support Information Files
For any Selected Service Order that had an Annual COLA Price Change Percent listed in the Data File, confirm that the value listed in the Data File is lower than or equal to the value listed in the Servicer Orders Information.
Record an exception if the Annual COLA Price Change Percent listed in the Data File is higher than such value listed in the Service Orders Information.
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12
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Renewal COLA Price Change Percent
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Rnucola Price Change Percent
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Service Orders Information, Support Information Files.
For any Selected Service Order that had a Renewal COLA Price Change Percent listed in the Data File, confirm that the value listed in the Data File is lower than or equal to the value listed in the Servicer Orders Information.
Record an exception if the Renewal COLA Price Change Percent listed in the Data File is higher than that listed in the Service Orders Information.
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13
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MRR
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MRR
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If MRR was listed in the Service Orders Information as of a date other than the Statistical Calculation Date, recompute using the following methodology:
MRR = (MRR listed in Service Orders Information) * (1 + Escalator Percentage) ^ n,
where n is equal to the time, in years, between the date on which the most recent escalation occurred as listed in the Service Orders Information and Statistical Calculation Date.
If the MRR in the Data File was a partial fulfillment as indicated by the Company in the Support Information Files, recompute by multiplying the quantity of services as indicated by the Company in the Support Information Files by the
unit MRR listed in the Service Order Information.
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B-2
Exhibit C
Exceptions
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Selected
Service
Order #
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Service Asset
Number
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Attribute Name
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Per Data File
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Per Source
Documents/Instructions
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7
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SA134030
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Asset Renewal Term 1 Months
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120
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Not Available
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8
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SA1033807
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Asset Renewal Term 1 Months
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12
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Not Available
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34
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SA9240
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Non-Renewal Notice Date
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9/17/2025
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12/16/2025
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37
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SA1064975
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Current Term End Date
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7/2/2025
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2/3/2024
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39
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SA9474796
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Asset Renewal Term 1 Months
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12
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1
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42
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SA9464306
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Asset Renewal Term 1 Months
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24
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12
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85
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SA9476352
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Non-Renewal Notice Date
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0
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1/12/2026
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95
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SA9474260
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Non-Renewal Notice Date
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0
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11/12/2029
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97
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SA1098462
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Current Term End Date
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5/30/2028
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5/31/2027
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C-1