VERIZON MASTER TRUST
|
(Exact name of Issuing Entity as specified in its charter)
Commission File Number: 333-253034-01
Central Index Key: 0001844964
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VERIZON ABS II LLC
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(Exact name of Depositor/Registrant as specified in its charter)
Central Index Key: 0001836995
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Delaware
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333-253034
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23-2259884
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(State or Other Jurisdiction of Incorporation of Registrant)
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(Commission File Number of Registrant)
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(IRS Employer Identification No. of Registrant)
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CELLCO PARTNERSHIP
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(Exact name of Sponsor as specified in its charter)
Central Index Key: 0001175215
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One Verizon Way
Basking Ridge, New Jersey
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07920
|
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(Address of principal executive offices)
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(Zip Code)
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Not Applicable
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(Former name or former address, if changed since last report)
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[ ] |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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||
Not applicable
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Not applicable
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Not applicable
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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.
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[ ]
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Item 1.01 |
Entry into a Material Definitive Agreement.
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Item 9.01. |
Financial Statements and Exhibits.
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(a) |
Not applicable.
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(b) |
Not applicable.
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(c) |
Not applicable.
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(d) |
Exhibits:
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Exhibit No. |
Description
|
1.1 |
4.1* |
4.2 |
10.1* |
10.2* |
10.3* |
10.4* |
10.5* |
10.6* |
10.7 |
10.8* |
10.9 |
10.12 |
36.1 |
99.1** |
VERIZON ABS II LLC
|
|||
By:
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/s/ Kee Chan Sin
|
||
Name:
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Kee Chan Sin
|
||
Title:
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Chief Financial Officer
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in the case of the Trust:
|
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Verizon Master Trust
|
|
One Verizon Way
|
|
Basking Ridge, New Jersey 07920
|
|
Attention: Chief Financial Officer
|
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E-mail: kee.chan.sin@verizon.com
|
|
in the case of Verizon Wireless:
|
|
Cellco Partnership d/b/a Verizon Wireless
|
|
One Verizon Way
|
|
Basking Ridge, New Jersey 07920
|
|
Attention: Vice President and Assistant Treasurer
|
|
E-mail: kee.chan.sin@verizon.com
|
|
in the case of the Representatives:
|
|
Citigroup Global Markets Inc.
388 Greenwich Street, 6th Floor Trading
|
New York, New York 10013
Attention: Director
Email: michael.tamburrino@citi.com
BNP Paribas Securities Corp.
787 Seventh Avenue
New York, New York 10019
Attention: Syndicate Desk
Email: richard.f.murphy@us.bnpparibas.com
Loop Capital Markets LLC
111 West Jackson Boulevard, Suite 1901
Chicago, Illinois
Attention: Corporate Investment Banking Team
Email: dcm@loopcapital.com
RBC Capital Markets, LLC
200 Vesey Street, 8th Floor
Attention: Keith Helwig
Email: keith.helwig@rbccm.com
|
Very truly yours,
|
||
VERIZON MASTER TRUST
|
||
By:
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Wilmington Trust, National Association,
|
|
not in its individual capacity but solely as
|
||
Owner Trustee
|
||
By:
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/s/ Jennifer A. Luce
|
|
Name: Jennifer A. Luce
|
||
Title: Vice President
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CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS
|
||
By:
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/s/ Kee Chan Sin
|
|
Name: Kee Chan Sin
|
||
Title: Vice President and Assistant Treasurer
|
Underwriter
|
Class A
Notes
|
Class B
Notes
|
Class C
Notes
|
|||
Citigroup Global Markets Inc.,
|
$122,050,000
|
$11,788,000
|
$5,516,000
|
|||
BNP Paribas Securities Corp.,
|
$97,640,000
|
$10,104,000
|
$4,728,000
|
|||
Loop Capital Markets LLC,
|
$97,640,000
|
$10,104,000
|
$4,728,000
|
|||
RBC Capital Markets, LLC,
|
$97,640,000
|
$10,104,000
|
$4,728,000
|
|||
Cabrera Capital Markets LLC,
|
$14,646,000
|
$0
|
$0
|
|||
Drexel Hamilton, LLC,
|
$14,646,000
|
$0
|
$0
|
|||
R. Seelaus & Co., LLC,
|
$14,646,000
|
$0
|
$0
|
|||
MUFG Securities Americas Inc.,
|
$14,646,000
|
$0
|
$0
|
|||
Santander Investment Securities Inc.,
|
$14,646,000
|
$0
|
$0
|
|||
Total
|
$488,200,000
|
$42,100,000
|
$19,700,000
|
Security
|
Original Principal Balance $
|
Price %
|
Price $
|
|||
Class A Notes
|
$488,200,000
|
99.74495%
|
$486,954,845.90
|
|||
Class B Notes
|
$42,100,000
|
99.62701%
|
$41,942,971.21
|
|||
Class C Notes
|
$19,700,000
|
99.53806%
|
$19,608,997.82
|
ARTICLE I
|
USAGE AND DEFINITIONS
|
1
|
Section 1.1
|
Usage and Definitions
|
1
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Section 1.2
|
Incorporation by Reference of Trust Indenture Act
|
11
|
ARTICLE II
|
THE NOTES
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12
|
Section 2.1
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Form of Notes
|
12
|
Section 2.2
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Execution, Authentication and Delivery
|
12
|
Section 2.3
|
Tax Treatment
|
13
|
Section 2.4
|
Note Register
|
13
|
Section 2.5
|
Registration of Transfer and Exchange
|
13
|
Section 2.6
|
[Reserved]
|
15
|
Section 2.7
|
Mutilated, Destroyed, Lost or Stolen Notes
|
15
|
Section 2.8
|
Persons Deemed Owners
|
15
|
Section 2.9
|
Payments on Notes
|
16
|
Section 2.10
|
Cancellation of Notes
|
17
|
Section 2.11
|
Release of Series 2022-4 Collateral
|
17
|
Section 2.12
|
Book-Entry Notes
|
17
|
Section 2.13
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Definitive Notes
|
18
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Section 2.14
|
Authenticating Agents
|
19
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Section 2.15
|
Note Paying Agents
|
19
|
ARTICLE III
|
COVENANTS, REPRESENTATIONS AND WARRANTIES
|
19
|
Section 3.1
|
Payment of Principal, Interest and Other Amounts
|
19
|
Section 3.2
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Maintenance of Office or Agency
|
19
|
Section 3.3
|
Money for Payments To Be Held in Trust
|
20
|
Section 3.4
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Existence
|
21
|
Section 3.5
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Protection of Collateral
|
21
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Section 3.6
|
Performance of Obligations
|
22
|
Section 3.7
|
Negative Covenants
|
22
|
Section 3.8
|
Opinions on Collateral
|
23
|
Section 3.9
|
Annual Certificate of Compliance
|
24
|
Section 3.10
|
Successor or Transferee
|
24
|
Section 3.11
|
Further Acts and Documents
|
24
|
Section 3.12
|
Review of Trust’s Records
|
24
|
Section 3.13
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Trust’s Representations and Warranties
|
24
|
Section 3.14
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Trust’s Representations and Warranties About Security Interest
|
26
|
ARTICLE IV
|
SATISFACTION AND DISCHARGE
|
27
|
Section 4.1
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Satisfaction and Discharge of Indenture
|
27
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ARTICLE V
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EVENTS OF DEFAULT; REMEDIES
|
28
|
Section 5.1
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Events of Default
|
28
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Section 5.2
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Acceleration of Maturity; Rescission
|
28
|
Section 5.3
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Collection of Indebtedness by Indenture Trustee
|
29
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Section 5.4
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Trustee May File Proofs of Claim
|
29
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Section 5.5
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Enforcement of Claims Without Possession of Notes
|
30
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Section 5.6
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Remedies; Priorities
|
30
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Section 5.7
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[Reserved]
|
31
|
Section 5.8
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Limitation on Suits
|
31
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Section 5.9
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Unconditional Rights to Receive Principal and Interest
|
32
|
Section 5.10
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Restoration of Rights and Remedies
|
32
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Section 5.11
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Rights and Remedies Cumulative
|
32
|
Section 5.12
|
Delay or Omission Not a Waiver
|
32
|
Section 5.13
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Control by Noteholders
|
32
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Section 5.14
|
Waiver of Potential Defaults and Events of Default
|
33
|
Section 5.15
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Agreement to Pay Costs
|
33
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Section 5.16
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Waiver of Stay or Extension Laws
|
33
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Section 5.17
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Performance and Enforcement of Obligations
|
34
|
ARTICLE VI
|
INDENTURE TRUSTEE
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34
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Section 6.1
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Indenture Trustee’s Obligations
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34
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Section 6.2
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Indenture Trustee’s Rights
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37
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Section 6.3
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Indenture Trustee’s Individual Rights
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38
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Section 6.4
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Indenture Trustee’s Disclaimer
|
38
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Section 6.5
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Notice of Potential Defaults and Notice of Payment Defaults
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38
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Section 6.6
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Reports by Indenture Trustee
|
38
|
Section 6.7
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Compensation and Indemnity
|
40
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Section 6.8
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Resignation or Removal of Indenture Trustee
|
41
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Section 6.9
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Merger or Consolidation; Transfer of Assets
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42
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Section 6.10
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Appointment of Separate Trustee or Co-Trustee
|
42
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Section 6.11
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Eligibility
|
43
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Section 6.12
|
Inspections of Indenture Trustee
|
43
|
Section 6.13
|
Indenture Trustee’s Representations and Warranties
|
44
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Section 6.14
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Reporting of Receivables Reacquisition and Acquisition Demands
|
44
|
Section 6.15
|
Preferential Collection of Claims Against the Trust
|
45
|
ARTICLE VII
|
NOTEHOLDER COMMUNICATIONS AND REPORTS
|
45
|
Section 7.1
|
Noteholder Communications
|
45
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Section 7.2
|
Reports by Trust
|
46
|
Section 7.3
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Reports by Indenture Trustee
|
47
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ARTICLE VIII
|
ACCOUNTS, DISTRIBUTIONS AND RELEASES
|
47
|
Section 8.1
|
Collection of Funds
|
47
|
Section 8.2
|
Series 2022-4 Accounts; Distributions
|
47
|
Section 8.3
|
Series 2022-4 Accounts
|
53
|
Section 8.4
|
Release of Series 2022-4 Collateral
|
54
|
ARTICLE IX
|
AMENDMENTS
|
55
|
Section 9.1
|
Amendments Without Consent of Noteholders
|
55
|
Section 9.2
|
Amendments with Consent of Controlling Class
|
56
|
Section 9.3
|
Execution of Amendments
|
57
|
Section 9.4
|
Effect of Amendment
|
58
|
Section 9.5
|
Reference in Notes to Supplemental Indentures
|
58
|
Section 9.6
|
[Reserved]
|
58
|
Section 9.7
|
Conformity with TIA
|
58
|
ARTICLE X
|
REDEMPTION OF NOTES
|
58
|
Section 10.1
|
Redemption
|
58
|
ARTICLE XI
|
OTHER AGREEMENTS
|
59
|
Section 11.1
|
No Petition
|
59
|
Section 11.2
|
[Reserved]
|
60
|
Section 11.3
|
Trust Orders; Certificates and Opinions
|
60
|
Section 11.4
|
Acts of Noteholders
|
61
|
Section 11.5
|
Trust Obligation
|
61
|
Section 11.6
|
Conflict with Trust Indenture Act
|
62
|
Section 11.7
|
Regulation RR Risk Retention
|
62
|
ARTICLE XII
|
MISCELLANEOUS
|
62
|
Section 12.1
|
Benefits of Indenture; Third-Party Beneficiaries
|
62
|
Section 12.2
|
Notices
|
62
|
Section 12.3
|
GOVERNING LAW
|
63
|
Section 12.4
|
Submission to Jurisdiction
|
64
|
Section 12.5
|
WAIVER OF JURY TRIAL
|
64
|
Section 12.6
|
No Waiver; Remedies
|
64
|
Section 12.7
|
Severability
|
64
|
Section 12.8
|
Headings
|
64
|
Section 12.9
|
Counterparts
|
64
|
Section 12.10
|
Customer Identification Program
|
64
|
Section 12.11
|
[Reserved]
|
64
|
Section 12.12
|
Intent of the Parties; Reasonableness
|
64
|
Section 12.13
|
Electronic Signatures
|
65
|
Section 12.14
|
Class R Interest
|
65
|
Section 12.15
|
No Set-off
|
66
|
Exhibit A
|
Form of Notes
|
A-1
|
Exhibit B
|
Servicing Criteria to be Addressed in Assessment of Compliance
|
B-1
|
(a) |
on any Payment Date interest due is not paid on any class of Notes,
|
(b) |
on the fifth Business Day after any Payment Date during the Revolving Period, after giving effect to distributions on such Payment Date, the sum of the amount on deposit in the
Reserve Account plus, if a Letter of Credit has been issued for the benefit of the Notes, the amount available under the Letter of Credit, is less than the Required Reserve Amount,
|
(c) |
as of the Anticipated Redemption Date, the Trust has not redeemed the Notes,
|
(d) |
as of any Payment Date, a Pool Balance Deficit exists with respect to Group 1 after giving effect to distributions on such Payment Date (including deposits to the Principal Funding
Account on such Payment Date),
|
(e) |
for any Payment Date, the sum of the fractions, expressed as percentages for each of the three (3) Collection Periods immediately preceding that Payment Date, calculated by dividing
the aggregate Principal Balance of all Group 1 Receivables which became Written-Off Receivables during each of the three (3) prior Collection Periods by the Group 1 Pool Balance as of the first day of each of those Collection Periods,
multiplied by four (4), exceeds 10.00%,
|
(f) |
for any Payment Date, the sum of the fractions, expressed as percentages for each of the three (3) Collection Periods immediately preceding that Payment Date, calculated by dividing
the aggregate Principal Balance of all Group 1 Receivables that are ninety-one (91) days or more delinquent at the end of each of the three (3) prior Collection Periods by the Group 1 Pool Balance as of the last day of each of those
Collection Periods, divided by three (3), exceeds 2.00%,
|
(g) |
with respect to any Payment Date, the Series 2022-4 Allocated Pool Balance is less than 50.00% of (x) the aggregate Note Balance minus (y) the amount on deposit in the Principal
Funding Account, in each case as of such Payment Date,
|
(h) |
as of any date of determination, the Discounted Series Invested Amount for Series 2022-4 is greater than the excess of (i) the Group 1 Pool Balance over (ii) the sum of (x) the
Ineligible Amount for Series 2022-4 and (y) the Series 2022-4 Excess Concentration Amount,
|
(i) |
a Servicer Termination Event has occurred and is continuing, or
|
(j) |
an Event of Default for Group 1 has occurred and is continuing.
|
• |
as of any date of determination, the remaining term of the Receivable was less than or equal to 36 months;
|
• |
the Receivable did not contain a contractual right to an upgrade of the Device related to the device payment plan agreement at the time the Receivable was originated;
|
• |
as of the related Cutoff Date, as indicated on the records of the related Originator, one of its affiliates or the Servicer, the Obligor on the account for the Receivable maintains
service with Verizon Wireless;
|
• |
as of the related Cutoff Date, the Receivable is not associated with the account of a government customer;
|
• |
as of the related Cutoff Date, the Obligor on the account for the Receivable is not indicated to be subject to a current bankruptcy proceeding on the records of the related
Originator (or, with respect to Receivables transferred from the Additional Transferor or designated to Group 1 on a Re-Designation Date, the Servicer) or one of its affiliates, acting as its agent;
|
• |
as of the related Cutoff Date, it is not a Receivable that is part of an account (i) on which any amount is thirty-one (31) days or more delinquent by the Obligor, or (ii) that is in
“suspend” or “disconnect” status (including as a result of the application of the Servicemembers Civil Relief Act) in accordance with the Servicing Procedures;
|
• |
the Receivable is denominated and payable only in U.S. dollars;
|
• |
the Receivable is a legal and binding obligation of the related Obligor enforceable against the Obligor in accordance with its terms;
|
• |
as of the related Cutoff Date, the Obligor on the account for the Receivable had a billing address in the United States or in a territory of the United States;
|
• |
installment payments with respect to the Receivable are scheduled no less frequently than monthly under the related device payment plan agreement;
|
• |
as of the related Cutoff Date, the outstanding Principal Balance of the Receivable does not exceed $3,000; and
|
• |
as of the related Cutoff Date, either (i) at least one (1) payment made by the Obligor under the related device payment plan agreement has been received with respect to the related
Receivable, or (ii) the related Obligor has at least one (1) year of Customer Tenure with Verizon Wireless;
|
• |
for any Business Receivable for which the related Obligor is a Business Obligor:
|
• |
the Business Obligor on the account for such Business Receivable is identified in the systems of the Servicer as a business customer; and
|
• |
the Business Obligor on the account for such Business Receivable is not any of Cellco, the Trust, the Depositor, Verizon Communications, any Originator, the True-Up Trust or an
affiliate thereof.
|
• |
the amount by which the aggregate Principal Balance of Group 1 Receivables with Obligors that have less than twelve (12) months of Customer Tenure with Verizon Wireless exceeds
22.00% of the Group Pool Balance,
|
• |
the amount by which the aggregate Principal Balance of Group 1 Receivables with Obligors that have less than sixty (60) months of Customer Tenure with Verizon Wireless exceeds 45.00%
of the Group Pool Balance, and
|
• |
with respect to all Receivables for which the origination date was less than thirty-one (31) days prior to the related Cutoff Date, or in the case of any determination made on a
Payment Date, the last day of the related Collection Period, the product of (i) the aggregate Principal Balance of all such Receivables and (ii) 10.00%,
|
• |
the aggregate Principal Balance of all Group 1 Receivables that are Consumer Receivables with the lowest FICO® Scores that would need to be excluded from the calculation
of the Pool Balance of all Group 1 Receivables that are Consumer Receivables in order to cause the weighted average FICO® Score of the Consumer Obligors with respect to all Group 1 Receivables that are Consumer Receivables
(weighted based on Principal Balances) included in such calculation of the Pool Balance of all Group 1 Receivables that are Consumer Receivables to be at least 700 (excluding any Group 1 Receivables that are Consumer Receivables with Consumer
Obligors for whom FICO® Scores are not available), and
|
• |
the amount by which the aggregate Principal Balance of Group 1 Receivables that are Consumer Receivables with Consumer Obligors for whom FICO® Scores are not available
exceeds 4.50% of the Pool Balance of all Group 1 Receivables that are Consumer Receivables,
|
• |
the amount by which the aggregate Principal Balance of Group 1 Receivables that are Business Receivables exceeds 10.00% of the Group Pool Balance.
|
Class
|
Note Interest Rate
|
Initial Note Balance
|
Class A Notes
|
3.40%
|
$488,200,000
|
Class B Notes
|
3.64%
|
$42,100,000
|
Class C Notes
|
3.89%
|
$19,700,000
|
(A) |
in the event that, immediately following distributions on any Payment Date (a) the Revolving Period is in effect and (b) the Series 2022-4 Allocated Pool Balance exceeds the Adjusted
Series Invested Amount for Series 2022-4, the amount of such excess (to the extent on deposit in the Principal Funding Account) will be withdrawn from the Principal Funding Account and remitted to the
|
Distribution Account on the immediately succeeding Payment Date to be included as Series 2022-4 Available Funds on such immediately succeeding Payment Date;
|
(B) |
in connection with any Optional Redemption, amounts on deposit in the Principal Funding Account may be withdrawn and applied to pay any amounts due in connection therewith; or
|
(C) |
in the event that the Amortization Period is in effect immediately following distributions made on any Payment Date, amounts on deposit in the Principal Funding Account will be paid
to the Noteholders on such Payment Date, sequentially by class, in the order set forth under Section 8.2(d)(ii), until the aggregate Note Balance of the Class A Notes, Class B Notes and Class C Notes is reduced to zero.
|
(A) |
first, to the Noteholders of Class A Notes in payment of principal until the Note Balance of the Class A
Notes has been reduced to zero;
|
(B) |
second, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B
Notes has been reduced to zero;
|
(C) |
third, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C
Notes has been reduced to zero; and
|
(D) |
fourth, to the Class R Interest, any remaining amounts.
|
(A) |
change (1) the applicable Final Maturity Date on a Note, (2) the principal amount of or interest rate, Additional Interest Amount or Make-Whole Payment on a Note or (3) the Required
Reserve Amount;
|
(B) |
modify the percentage of the Note Balance of the Notes or the Controlling Class that is required for any action;
|
(C) |
modify or alter the definition of “Controlling Class;”
|
(D) |
permit the creation of any Lien ranking prior or equal to the Lien of this Indenture on the Series 2022-4 Collateral, other than Permitted Liens, or, except as permitted by this
Indenture, the other Series 2022-4 Series Related Documents or the Transaction Documents, release the Lien of this Indenture on the Series 2022-4 Collateral; or
|
(E) |
impair the right to institute suit for the enforcement of this Indenture, as provided in Section 5.8.
|
(A) |
of the Redemption Date;
|
(B) |
of the outstanding Note Balance of each Class of the Notes to be redeemed;
|
(C) |
of the place to surrender the Notes for final payment (which will be the office or agency of the Trust maintained under Section 3.2); and
|
(D) |
that on the Redemption Date, the outstanding Note Balance of the Notes plus accrued and unpaid interest, any unpaid Additional Interest Amounts and any unpaid Make-Whole Payments on
the Notes will become due and payable in full and that interest on the Notes will cease to accrue from and after the Redemption Date, unless the Trust fails to pay the Notes on the Redemption Date.
|
(A) |
a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture, any other Series 2022-4 Series Related
Document or any Transaction Document relating to the covenant or condition;
|
(B) |
a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based;
|
(C) |
a statement that, in the opinion of the signatory, the signatory has made an examination or investigation, if necessary, to enable the signatory to express an informed opinion on
whether or not the covenant or condition has been complied with; and
|
(D) |
a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with.
|
VERIZON MASTER TRUST,
|
||
as Trust
|
||
By:
|
Wilmington Trust, National Association, not in its
|
|
individual capacity but solely as Owner Trustee of
|
||
Verizon Master Trust
|
||
By:
|
|
|
Name:
|
||
Title:
|
||
U.S. BANK NATIONAL ASSOCIATION,
|
||
not in its individual capacity but solely as Indenture
|
||
Trustee and as Note Paying Agent
|
||
By:
|
|
|
Name:
|
||
Title:
|
No. R-1
|
CUSIP NO. [_______]
|
VERIZON MASTER TRUST
|
||
BY:
|
Wilmington Trust, National Association, not in its
|
|
individual capacity but solely as Owner Trustee of
|
||
Verizon Master Trust
|
||
By:
|
|
|
Name:
|
||
Title:
|
U.S. BANK NATIONAL ASSOCIATION,
|
||
not in its individual capacity but
|
||
solely as Indenture Trustee
|
||
By:
|
|
|
Name:
|
||
Title:
|
Dated:
|
*/
|
||
Signature Guaranteed
|
|||
*/ |
*/ |
NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration,
enlargement or any change whatever. The signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer
Agents Medallion Program or another “signature guarantee program” selected by the Note Registrar in addition to, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Exchange Act.
|
Reference
|
Criteria
|
Cash Collection and Administration
|
|
1122(d)(2)(ii)
|
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
|
1122(d)(2)(iv)
|
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g.,
with respect to commingling of cash) as set forth in the transaction agreements.
|
1122(d)(2)(v)
|
Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion,
“federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of § 240.13k-1(b)(1) of the Securities Exchange Act of 1934, as amended.
|
Investor Remittances and Reporting
|
|
1122(d)(3)(ii)
|
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
|
1122(d)(3)(iii)
|
Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction
agreements.
|
1122(d)(3)(iv)
|
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
|
ARTICLE I
|
USAGE AND DEFINITIONS
|
1
|
Section 1.1
|
Usage and Definitions
|
1
|
ARTICLE II
|
ESTABLISHMENT OF COLLATERAL ACCOUNTS
|
1
|
Section 2.1
|
Description of Accounts
|
1
|
Section 2.2
|
Account Changes
|
2
|
Section 2.3
|
Account Types
|
2
|
Section 2.4
|
Securities Accounts
|
2
|
Section 2.5
|
“Financial Assets” Election
|
3
|
ARTICLE III
|
SECURED PARTY CONTROL
|
3
|
Section 3.1
|
Control of Collateral Accounts
|
3
|
Section 3.2
|
Investment Instructions
|
3
|
Section 3.3
|
Conflicting Orders or Instructions
|
3
|
ARTICLE IV
|
SUBORDINATION OF LIEN; WAIVER OF SET-OFF
|
4
|
Section 4.1
|
Subordination of Lien; Waiver of Set-Off
|
4
|
ARTICLE V
|
REPRESENTATIONS, WARRANTIES AND COVENANTS
|
4
|
Section 5.1
|
Financial Institution’s Representations and Warranties
|
4
|
Section 5.2
|
Financial Institution’s Covenants
|
5
|
ARTICLE VI
|
OTHER AGREEMENTS
|
5
|
Section 6.1
|
Reliance by Financial Institution
|
5
|
Section 6.2
|
Termination
|
6
|
Section 6.3
|
No Petition
|
6
|
Section 6.4
|
Limitation of Liability
|
6
|
Section 6.5
|
Conflict With Other Agreement
|
7
|
Section 6.6
|
[Reserved]
|
7
|
Section 6.7
|
Adverse Claims
|
7
|
Section 6.8
|
Maintenance of Collateral Accounts
|
7
|
ARTICLE VII
|
MISCELLANEOUS
|
8
|
Section 7.1
|
Amendment
|
8
|
Section 7.2
|
Benefit of Agreement
|
9
|
Section 7.3
|
Notices
|
9
|
Section 7.4
|
GOVERNING LAW
|
9
|
Section 7.5
|
Submission to Jurisdiction
|
10
|
Section 7.6
|
WAIVER OF JURY TRIAL
|
10
|
Section 7.7
|
No Waiver; Remedies
|
10
|
Section 7.8
|
Severability
|
10
|
Section 7.9
|
Headings
|
10
|
Section 7.10
|
Counterparts
|
10
|
Section 7.11
|
Electronic Signatures
|
10
|
(i) |
“Series 2022-4 Distribution Account – U.S. Bank National Association, as Note Paying Agent, as secured party for the benefit of the Secured Parties of Verizon Master Trust, Series 2022-4” with
account number 262084000.
|
(ii) |
“Series 2022-4 Reserve Account – U.S. Bank National Association, as Note Paying Agent, as secured party for the benefit of the Secured Parties of Verizon Master Trust, Series 2022-4” with account
number 262084001.
|
(iii) |
“Series 2022-4 Principal Funding Account – U.S. Bank National Association, as Note Paying Agent, as secured party for the benefit of the Secured Parties of Verizon Master Trust, Series 2022-4” with
account number 262084002.
|
VERIZON MASTER TRUST,
|
||
as Grantor
|
||
By:
|
Wilmington Trust, National Association,
|
|
not in its individual capacity but solely as Owner
|
||
Trustee of Verizon Master Trust
|
||
By:
|
|
|
Name:
|
||
Title:
|
||
U.S. BANK NATIONAL ASSOCIATION, not in its
|
||
individual capacity but solely as Secured Party
|
||
By:
|
|
|
Name:
|
||
Title:
|
||
U.S. BANK NATIONAL ASSOCIATION,
|
||
as Financial Institution
|
||
By:
|
|
|
Name:
|
||
Title:
|
Re: |
Notice of Sole Control
|
Very truly yours,
|
||
U.S. BANK NATIONAL ASSOCIATION, not
|
||
in its individual capacity, but solely as
|
||
Secured Party
|
||
By:
|
|
|
Name:
|
||
Title:
|
Re: |
Termination of Series 2022-4 Account Control Agreement
|
Very truly yours,
|
||
U.S. BANK NATIONAL ASSOCIATION, not
|
||
in its individual capacity, but solely as
|
||
Secured Party
|
||
By:
|
|
|
Name:
|
||
Title:
|
ARTICLE I
|
USAGE AND DEFINITIONS
|
1
|
Section 1.1
|
Usage and Definitions
|
1
|
Section 1.2
|
Additional Definitions
|
1
|
Section 1.3
|
Review Materials and Test Definitions
|
2
|
ARTICLE II
|
ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER
|
3
|
Section 2.1
|
Engagement; Acceptance
|
3
|
Section 2.2
|
Confirmation of Status
|
3
|
ARTICLE III
|
ASSET REPRESENTATIONS REVIEW PROCESS
|
3
|
Section 3.1
|
Review Notices and Schedule of Tests
|
3
|
Section 3.2
|
Identification of Group Review Receivables
|
3
|
Section 3.3
|
Review Materials
|
3
|
Section 3.4
|
Performance of Reviews
|
4
|
Section 3.5
|
Review Reports
|
5
|
Section 3.6
|
Review Representatives
|
5
|
Section 3.7
|
Dispute Resolution
|
6
|
Section 3.8
|
Limitations on Review Obligations
|
6
|
Section 3.9
|
Updated Review Materials
|
7
|
ARTICLE IV
|
ASSET REPRESENTATIONS REVIEWER
|
7
|
Section 4.1
|
Representations and Warranties
|
7
|
Section 4.2
|
Covenants
|
8
|
Section 4.3
|
Fees and Expenses
|
9
|
Section 4.4
|
Limitation on Liability
|
9
|
Section 4.5
|
Indemnification by Asset Representations Reviewer
|
10
|
Section 4.6
|
Indemnification of Asset Representations Reviewer
|
10
|
Section 4.7
|
Review of Asset Representations Reviewer’s Records
|
11
|
Section 4.8
|
Delegation of Obligations
|
11
|
Section 4.9
|
Confidential Information
|
12
|
Section 4.10
|
Personally Identifiable Information
|
14
|
ARTICLE V
|
RESIGNATION AND REMOVAL; SUCCESSOR ASSET REPRESENTATIONS REVIEWER
|
16
|
Section 5.1
|
Eligibility Requirements for Asset Representations Reviewer
|
16
|
Section 5.2
|
Resignation and Removal of Asset Representations Reviewer
|
16
|
Section 5.3
|
Successor Asset Representations Reviewer
|
17
|
Section 5.4
|
Merger, Consolidation or Succession
|
17
|
ARTICLE VI
|
OTHER AGREEMENTS
|
18
|
Section 6.1
|
Independence of Asset Representations Reviewer
|
18
|
Section 6.2
|
No Petition
|
18
|
Section 6.3
|
Limitation of Liability of Owner Trustee
|
18
|
Section 6.4
|
Termination of Agreement
|
18
|
Section 6.5
|
Monthly Reports
|
18
|
ARTICLE VII
|
MISCELLANEOUS PROVISIONS
|
19
|
Section 7.1
|
Amendments
|
19
|
Section 7.2
|
Assignment; Benefit of Agreement; Third Party Beneficiaries
|
20
|
Section 7.3
|
Notices
|
20
|
Section 7.4
|
GOVERNING LAW
|
20
|
Section 7.5
|
Submission to Jurisdiction
|
20
|
Section 7.6
|
WAIVER OF JURY TRIAL
|
21
|
Section 7.7
|
No Waiver; Remedies
|
21
|
Section 7.8
|
Severability
|
21
|
Section 7.9
|
Headings
|
21
|
Section 7.10
|
Counterparts
|
21
|
Section 7.11
|
Non-exclusive Agreement
|
21
|
Section 7.12
|
Electronic Signatures
|
21
|
Schedule A — Review Materials
|
|
Schedule B — Schedule of Tests
|
VERIZON MASTER TRUST,
|
||
as Trust
|
||
By:
|
Wilmington Trust, National Association, not in its individual capacity, but solely as Owner Trustee
|
|
By:
|
/s/ Mark H. Brzoska
|
|
Name: Mark H. Brzoska
|
||
Title: Vice President
|
||
PENTALPHA SURVEILLANCE LLC,
|
||
as Asset Representations Reviewer
|
||
By:
|
/s/ James Callahan
|
|
Name: James Callahan
|
||
Title: Executive Director and Solely as an Authorized Signatory for Pentalpha Surveillance LLC
|
CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS,
|
|||
as Servicer
|
|||
By:
|
/s/ Kee Chan Sin
|
||
Name:
|
Kee Chan Sin
|
||
Title:
|
Vice President and Assistant Treasurer
|
||
1. |
Forms of device payment plan agreements (each, a “Form Contract”) applicable to the related Group Receivables; and
|
2. |
An electronic data tape (the “Data Tape”) describing certain characteristics of the related Group Receivables as of the Cutoff Date or such other applicable date of determination.
|
Representation and Warranty
|
Tests
|
|
(i)
|
As of the related Cutoff Date, the Obligor on the account for such Receivable had a billing address in the United States or in a territory of the United
States.
|
Check that state code indicated on Data Tape is a US state or US territory.
|
(ii)
|
As of any date of determination, the remaining term of the Receivable is less than or equal to thirty-six (36) months.
|
Check that remaining installments indicated on Data Tape are less than or equal to thirty-six (36) months.
|
(iii)
|
The Receivable did not contain a contractual right to an upgrade of the Device related to such device payment plan agreement, at the time such Receivable was
originated.
|
Check that Form Contract used at the time of sale date is an approved form.
|
(iv)
|
As of the related Cutoff Date, as indicated on the records of the Originator or one of its Affiliates, the Obligor on the account for such Receivable
maintains service with Verizon Wireless.
|
Check that account status on Data Tape is active.
|
(v)
|
As of the related Cutoff Date, as indicated on the records of the Originator or one of its Affiliates, the Receivable is not associated with the account of a
government customer.
|
Check that customer type on Data Type is “PE,” “ME,” “BE” or “NA.”
|
(vi)
|
As of the related Cutoff Date, the Obligor on the account for such Receivable is not indicated to be subject to a current bankruptcy proceeding on the
records of the related Originator, the Servicer or one of its Affiliates, acting as its agent.
|
Check that bankruptcy status on Data Tape is not open.
|
(vii)
|
As of the related Cutoff Date, the Receivable is not a Receivable that is part of an account (A) on which any amount is thirty-one (31) days or more
Delinquent by the Obligor or (B) that is in “suspend” or “disconnect” status (including as a result of the application of the Servicemembers Civil Relief Act, as
|
Check that Data Tape indicates that the account related to the Receivable is less than thirty-one (31) days past due and that account and line is active.
|
Representation and Warranty
|
Tests
|
|
amended) in accordance with the Servicing Procedures.
|
||
(viii)
|
The Receivable is denominated and payable only in U.S. dollars.
|
Check that Form Contract used at time of sale date indicates that it is payable in U.S. dollars.
|
(ix)
|
Installment payments with respect to the Receivable are scheduled no less frequently than monthly under the related device payment plan agreement.
|
Check that Data Tape indicates monthly payments.
|
(x)
|
As of the related Cutoff Date, the outstanding balance of the Receivable does not exceed $3,000.
|
Check that unpaid balance indicated on Data Tape is less than or equal to $3,000.
|
(xi)
|
As of the related Cutoff Date, either (i) at least one (1) monthly payment made by the Obligor under the related device payment plan agreement has been
received with respect to the related Receivable or (ii) the related Obligor has at least one (1) year of Customer Tenure with Verizon Wireless.
|
Check that Data Tape (i) has the first payment indicated as “YES” or (ii) indicates customer tenure is greater than or equal to 1yr.
|
(xii)
|
The Receivable constitutes the legal and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms (except as
such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or similar Laws relating to and limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or in law)).
|
Check that Form Contract used at time of sale date is an approved form.
|
(xiii)
|
The Business Obligor on the account for such Business Receivable is identified in the systems of the Servicer as a business customer.
|
Check that customer type on Data Type is “BE” or “NA.”
|
(xiv)
|
The Business Obligor on the account for such Business Receivable is not any of Cellco, the Trust, the Depositor, Verizon Communications, any Originator, the
True-Up Trust or an affiliate thereof.
|
Check that customer type on Data Type is “PE,” “ME,” “BE” or “NA.”
|
Representation and Warranty
|
Tests
|
|
(i)
|
As of the related Cutoff Date, the Obligor on the account for such Receivable had a billing address in the United States or in a territory of the United
States.
|
Check that state code indicated on Data Tape is a US state or US territory.
|
(ii)
|
As of any date of determination, the remaining term of the Receivable is less than or equal to thirty-six (36) months.
|
Check that remaining installments indicated on Data Tape are less than or equal to thirty-six (36) months.
|
(iii)
|
The Receivable did not contain a contractual right to an upgrade of the Device related to such device payment plan agreement, at the time such Receivable was
originated.
|
Check that Form Contract used at the time of sale date is an approved form.
|
(iv)
|
As of the related Cutoff Date, as indicated on the records of the Originator or one of its Affiliates, the Obligor on the account for such Receivable
maintains service with Verizon Wireless.
|
Check that account status on Data Tape is active.
|
(v)
|
As of the related Cutoff Date, as indicated on the records of the Originator or one of its Affiliates, the Receivable is not associated with the account of a
government customer.
|
Check that customer type on Data Type is “PE,” “ME,” “BE” or “NA.”
|
(vi)
|
As of the related Cutoff Date, the Obligor on the account for such Receivable is not indicated to be subject to a current bankruptcy proceeding on the
records of the related Originator, the Servicer or one of its Affiliates, acting as its agent.
|
Check that bankruptcy status on Data Tape is not open.
|
(vii)
|
As of the related Cutoff Date, the Receivable is not a Receivable that is part of an account (A) on which any amount is thirty-one (31) days or more
Delinquent by the Obligor or (B) that is in “suspend” or “disconnect” status (including as a result of the application of the Servicemembers Civil Relief Act, as amended) in accordance with the Servicing Procedures.
|
Check that Data Tape indicates that the account related to the Receivable is less than thirty-one (31) days past due and that account and line is active.
|
(viii)
|
The Receivable is denominated and payable only in U.S. dollars.
|
Check that Form Contract used at time of sale date indicates that it is payable in U.S. dollars.
|
Representation and Warranty
|
Tests
|
|
(ix)
|
Installment payments with respect to the Receivable are scheduled no less frequently than monthly under the related device payment plan agreement.
|
Check that Data Tape indicates monthly payments.
|
(x)
|
As of the related Cutoff Date, the outstanding balance of the Receivable does not exceed $3,000.
|
Check that unpaid balance indicated on Data Tape is less than or equal to $3,000.
|
(xi)
|
As of the related Cutoff Date, either (i) at least one (1) monthly payment made by the Obligor under the related device payment plan agreement has been
received with respect to the related Receivable or (ii) the related Obligor has at least one (1) year of Customer Tenure with Verizon Wireless.
|
Check that Data Tape (i) has the first payment indicated as “YES” or (ii) indicates customer tenure is greater than or equal to 1yr.
|
(xii)
|
The Receivable constitutes the legal and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms (except as
such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or similar Laws relating to and limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or in law)).
|
Check that Form Contract used at time of sale date is an approved form.
|
(xiii)
|
The Business Obligor on the account for such Business Receivable is identified in the systems of the Servicer as a business customer.
|
Check that customer type on Data Type is “BE” or “NA.”
|
(xiv)
|
The Business Obligor on the account for such Business Receivable is not any of Cellco, the Trust, the Depositor, Verizon Communications, any Originator, the
True-Up Trust or an affiliate thereof.
|
Check that customer type on Data Type is “PE,” “ME,” “BE” or “NA.”
|
Representation and Warranty
|
Tests
|
|
(i)
|
As of the related Cutoff Date, the Obligor on the account for such Receivable had a billing address in the United States or in a territory of the United
States.
|
Check that state code indicated on Data Tape is a US state or US territory.
|
(ii)
|
As of any date of determination, the remaining term of the Receivable is less than or equal to thirty-six (36) months.
|
Check that remaining installments indicated on Data Tape are less than or equal to thirty-six (36) months.
|
(iii)
|
The Receivable did not contain a contractual right to an upgrade of the Device related to such device payment plan agreement, at the time such Receivable was
originated.
|
Check that Form Contract used at the time of sale date is an approved form.
|
(iv)
|
As of the related Cutoff Date, as indicated on the records of the Originator or one of its Affiliates, the Obligor on the account for such Receivable
maintains service with Verizon Wireless.
|
Check that account status on Data Tape is active.
|
(v)
|
As of the related Cutoff Date, as indicated on the records of the Originator or one of its Affiliates, the Receivable is not associated with the account of a
government customer.
|
Check that customer type on Data Type is “PE,” “ME,” “BE” or “NA.”
|
(vi)
|
As of the related Cutoff Date, the Obligor on the account for such Receivable is not indicated to be subject to a current bankruptcy proceeding on the
records of the related Originator, the Servicer or one of its Affiliates, acting as its agent.
|
Check that bankruptcy status on Data Tape is not open.
|
(vii)
|
As of the related Cutoff Date, the Receivable is not a Receivable that is part of an account (A) on which any amount is thirty-one (31) days or more
Delinquent by the Obligor or (B) that is in “suspend” or “disconnect” status (including as a result of the application of the Servicemembers Civil Relief Act, as amended) in accordance with the Servicing Procedures.
|
Check that Data Tape indicates that the account related to the Receivable is less than thirty-one (31) days past due and that account and line is active.
|
(viii)
|
The Receivable is denominated and payable only in U.S. dollars.
|
Check that Form Contract used at time of sale date indicates that it is payable in U.S. dollars.
|
Representation and Warranty
|
Tests
|
|
(ix)
|
Installment payments with respect to the Receivable are scheduled no less frequently than monthly under the related device payment plan agreement.
|
Check that Data Tape indicates monthly payments.
|
(x)
|
As of the related Cutoff Date, the outstanding balance of the Receivable does not exceed $3,000.
|
Check that unpaid balance indicated on Data Tape is less than or equal to $3,000.
|
(xi)
|
As of the related Cutoff Date, either (i) at least one (1) monthly payment made by the Obligor under the related device payment plan agreement has been
received with respect to the related Receivable or (ii) the related Obligor has at least one (1) year of Customer Tenure with Verizon Wireless.
|
Check that Data Tape (i) has the first payment indicated as “YES” or (ii) indicates customer tenure is greater than or equal to 1yr.
|
(xii)
|
The Receivable constitutes the legal and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms (except as
such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or similar Laws relating to and limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or in law)).
|
Check that Form Contract used at time of sale date is an approved form.
|
(xiii)
|
The Business Obligor on the account for such Business Receivable is identified in the systems of the Servicer as a business customer.
|
Check that customer type on Data Type is “BE” or “NA.”
|
(xiv)
|
The Business Obligor on the account for such Business Receivable is not any of Cellco, the Trust, the Depositor, Verizon Communications, any Originator, the
True-Up Trust or an affiliate thereof.
|
Check that customer type on Data Type is “PE,” “ME,” “BE” or “NA.”
|
Representation and Warranty
|
Tests
|
|
(i)
|
As of the related Cutoff Date, the Obligor on the account for such Receivable had a billing address in the United States or in a territory of the United
States.
|
Check that state code indicated on Data Tape is a US state or US territory.
|
(ii)
|
As of any date of determination, the remaining term of the Receivable is less than or equal to thirty-six (36) months.
|
Check that remaining installments indicated on Data Tape are less than or equal to thirty-six (36) months.
|
(iii)
|
The Receivable did not contain a contractual right to an upgrade of the Device related to such device payment plan agreement, at the time such Receivable was
originated.
|
Check that Form Contract used at the time of sale date is an approved form.
|
(iv)
|
As of the related Cutoff Date, as indicated on the records of the Originator or one of its Affiliates, the Obligor on the account for such Receivable
maintains service with Verizon Wireless.
|
Check that account status on Data Tape is active.
|
(v)
|
As of the related Cutoff Date, as indicated on the records of the Originator or one of its Affiliates, the Receivable is not associated with the account of a
government customer.
|
Check that customer type on Data Type is “PE,” “ME,” “BE” or “NA.”
|
(vi)
|
As of the related Cutoff Date, the Obligor on the account for such Receivable is not indicated to be subject to a current bankruptcy proceeding on the
records of the related Originator, the Servicer or one of its Affiliates, acting as its agent.
|
Check that bankruptcy status on Data Tape is not open.
|
(vii)
|
As of the related Cutoff Date, the Receivable is not a Receivable that is part of an account (A) on which any amount is thirty-one (31) days or more
Delinquent by the Obligor or (B) that is in “suspend” or “disconnect” status (including as a result of the application of the Servicemembers Civil Relief Act, as amended) in accordance with the Servicing Procedures.
|
Check that Data Tape indicates that the account related to the Receivable is less than thirty-one (31) days past due and that account and line is active.
|
(viii)
|
The Receivable is denominated and payable only in U.S. dollars.
|
Check that Form Contract used at time of sale date indicates that it is payable in U.S. dollars.
|
Representation and Warranty
|
Tests
|
|
(ix)
|
Installment payments with respect to the Receivable are scheduled no less frequently than monthly under the related device payment plan agreement.
|
Check that Data Tape indicates monthly payments.
|
(x)
|
As of the related Cutoff Date, the outstanding balance of the Receivable does not exceed $3,000.
|
Check that unpaid balance indicated on Data Tape is less than or equal to $3,000.
|
(xi)
|
As of the related Cutoff Date, either (i) at least one (1) monthly payment made by the Obligor under the related device payment plan agreement has been
received with respect to the related Receivable or (ii) the related Obligor has at least one (1) year of Customer Tenure with Verizon Wireless.
|
Check that Data Tape (i) has the first payment indicated as “YES” or (ii) indicates customer tenure is greater than or equal to 1yr.
|
(xii)
|
The Receivable constitutes the legal and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms (except as
such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or similar Laws relating to and limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or in law)).
|
Check that Form Contract used at time of sale date is an approved form.
|
(xiii)
|
The Business Obligor on the account for such Business Receivable is identified in the systems of the Servicer as a business customer.
|
Check that customer type on Data Type is “BE” or “NA.”
|
(xiv)
|
The Business Obligor on the account for such Business Receivable is not any of Cellco, the Trust, the Depositor, Verizon Communications, any Originator, the
True-Up Trust or an affiliate thereof.
|
Check that customer type on Data Type is “PE,” “ME,” “BE” or “NA.”
|
Representation and Warranty
|
Tests
|
|
(i)
|
As of the related Cutoff Date, the Obligor on the account for such Receivable had a billing address in the United States or in a territory of the United
States.
|
Check that state code indicated on Data Tape is a US state or US territory.
|
(ii)
|
As of any date of determination, the remaining term of the Receivable is less than or equal to thirty-six (36) months.
|
Check that remaining installments indicated on Data Tape are less than or equal to thirty-six (36) months.
|
(iii)
|
The Receivable did not contain a contractual right to an upgrade of the Device related to such device payment plan agreement, at the time such Receivable was
originated.
|
Check that Form Contract used at the time of sale date is an approved form.
|
(iv)
|
As of the related Cutoff Date, as indicated on the records of the Originator or one of its Affiliates, the Obligor on the account for such Receivable
maintains service with Verizon Wireless.
|
Check that account status on Data Tape is active.
|
(v)
|
As of the related Cutoff Date, as indicated on the records of the Originator or one of its Affiliates, the Receivable is not associated with the account of a
government customer.
|
Check that customer type on Data Type is “PE,” “ME,” “BE” or “NA.”
|
(vi)
|
As of the related Cutoff Date, the Obligor on the account for such Receivable is not indicated to be subject to a current bankruptcy proceeding on the
records of the related Originator, the Servicer or one of its Affiliates, acting as its agent.
|
Check that bankruptcy status on Data Tape is not open.
|
(vii)
|
As of the related Cutoff Date, the Receivable is not a Receivable that is part of an account (A) on which any amount is thirty-one (31) days or more
Delinquent by the Obligor or (B) that is in “suspend” or “disconnect” status (including as a result of the application of the Servicemembers Civil Relief Act, as amended) in accordance with the Servicing Procedures.
|
Check that Data Tape indicates that the account related to the Receivable is less than thirty-one (31) days past due and that account and line is active.
|
(viii)
|
The Receivable is denominated and payable only in U.S. dollars.
|
Check that Form Contract used at time of sale date indicates that it is payable in U.S. dollars.
|
Representation and Warranty
|
Tests
|
|
(ix)
|
Installment payments with respect to the Receivable are scheduled no less frequently than monthly under the related device payment plan agreement.
|
Check that Data Tape indicates monthly payments.
|
(x)
|
As of the related Cutoff Date, the outstanding balance of the Receivable does not exceed $3,000.
|
Check that unpaid balance indicated on Data Tape is less than or equal to $3,000.
|
(xi)
|
As of the related Cutoff Date, either (i) at least one (1) monthly payment made by the Obligor under the related device payment plan agreement has been
received with respect to the related Receivable or (ii) the related Obligor has at least one (1) year of Customer Tenure with Verizon Wireless.
|
Check that Data Tape (i) has the first payment indicated as “YES” or (ii) indicates customer tenure is greater than or equal to 1yr.
|
(xii)
|
The Receivable constitutes the legal and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms (except as
such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or similar Laws relating to and limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or in law)).
|
Check that Form Contract used at time of sale date is an approved form.
|
(xiii)
|
The Business Obligor on the account for such Business Receivable is identified in the systems of the Servicer as a business customer.
|
Check that customer type on Data Type is “BE” or “NA.”
|
(xiv)
|
The Business Obligor on the account for such Business Receivable is not any of Cellco, the Trust, the Depositor, Verizon Communications, any Originator, the
True-Up Trust or an affiliate thereof.
|
Check that customer type on Data Type is “PE,” “ME,” “BE” or “NA.”
|
Representation and Warranty
|
Tests
|
|
(i)
|
As of the related Cutoff Date, the Obligor on the account for such Receivable had a billing address in the United States or in a territory of the United
States.
|
Check that state code indicated on Data Tape is a US state or US territory.
|
(ii)
|
As of any date of determination, the remaining term of the Receivable is less than or equal to thirty-six (36) months.
|
Check that remaining installments indicated on Data Tape are less than or equal to thirty-six (36) months.
|
(iii)
|
The Receivable did not contain a contractual right to an upgrade of the Device related to such device payment plan agreement, at the time such Receivable was
originated.
|
Check that Form Contract used at the time of sale date is an approved form.
|
(iv)
|
As of the related Cutoff Date, as indicated on the records of the Originator or one of its Affiliates, the Obligor on the account for such Receivable
maintains service with Verizon Wireless.
|
Check that account status on Data Tape is active.
|
(v)
|
As of the related Cutoff Date, as indicated on the records of the Originator or one of its Affiliates, the Receivable is not associated with the account of a
government customer.
|
Check that customer type on Data Type is “PE,” “ME,” “BE” or “NA.”
|
(vi)
|
As of the related Cutoff Date, the Obligor on the account for such Receivable is not indicated to be subject to a current bankruptcy proceeding on the
records of the related Originator, the Servicer or one of its Affiliates, acting as its agent.
|
Check that bankruptcy status on Data Tape is not open.
|
(vii)
|
As of the related Cutoff Date, the Receivable is not a Receivable that is part of an account (A) on which any amount is thirty-one (31) days or more
Delinquent by the Obligor or (B) that is in “suspend” or “disconnect” status (including as a result of the application of the Servicemembers Civil Relief Act, as amended) in accordance with the Servicing Procedures.
|
Check that Data Tape indicates that the account related to the Receivable is less than thirty-one (31) days past due and that account and line is active.
|
(viii)
|
The Receivable is denominated and payable only in U.S. dollars.
|
Check that Form Contract used at time of sale date indicates that it is payable in U.S. dollars.
|
Representation and Warranty
|
Tests
|
|
(ix)
|
Installment payments with respect to the Receivable are scheduled no less frequently than monthly under the related device payment plan agreement.
|
Check that Data Tape indicates monthly payments.
|
(x)
|
As of the related Cutoff Date, the outstanding balance of the Receivable does not exceed $3,000.
|
Check that unpaid balance indicated on Data Tape is less than or equal to $3,000.
|
(xi)
|
As of the related Cutoff Date, either (i) at least one (1) monthly payment made by the Obligor under the related device payment plan agreement has been
received with respect to the related Receivable or (ii) the related Obligor has at least one (1) year of Customer Tenure with Verizon Wireless.
|
Check that Data Tape (i) has the first payment indicated as “YES” or (ii) indicates customer tenure is greater than or equal to 1yr.
|
(xii)
|
The Receivable constitutes the legal and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms (except as
such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or similar Laws relating to and limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or in law)).
|
Check that Form Contract used at time of sale date is an approved form.
|
(xiii)
|
The Business Obligor on the account for such Business Receivable is identified in the systems of the Servicer as a business customer.
|
Check that customer type on Data Type is “BE” or “NA.”
|
(xiv)
|
The Business Obligor on the account for such Business Receivable is not any of Cellco, the Trust, the Depositor, Verizon Communications, any Originator, the
True-Up Trust or an affiliate thereof.
|
Check that customer type on Data Type is “PE,” “ME,” “BE” or “NA.”
|
Very truly yours, | |
VERIZON MASTER TRUST
|
|
By: Wilmington Trust, National Association, not
|
|
in its individual capacity, but solely as Owner
|
|
Trustee
|
|
By:
|
|
Name:
|
|
Title:
|
|
VERIZON ABS II LLC,
|
|
as Depositor
|
|
By:
|
|
Name:
|
|
Title:
|
AirTouch Cellular Inc. d/b/a Verizon
Wireless,
as an Originator
|
Allentown SMSA Limited Partnership d/b/a
Verizon Wireless,
By: Bell Atlantic Mobile Systems LLC, its
General Partner,
as an Originator
|
ALLTEL Communications of North
Carolina Limited Partnership d/b/a Verizon
Wireless,
By: Alltel Corporation, its General Partner,
as an Originator
|
Alltel Corporation d/b/a Verizon Wireless,
as an Originator
|
Anderson CellTelCo d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
Athens Cellular, Inc. d/b/a Verizon
Wireless,
as an Originator
|
Bell Atlantic Mobile Systems LLC d/b/a
Verizon Wireless,
as an Originator
|
Cellco Partnership d/b/a Verizon Wireless,
as an Originator
|
Chicago SMSA Limited Partnership d/b/a
Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
CommNet Cellular Inc. d/b/a Verizon
Wireless,
as an Originator
|
Fresno MSA Limited Partnership d/b/a
Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
Gadsden CellTelCo Partnership d/b/a
Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
Gold Creek Cellular of Montana Limited
Partnership d/b/a Verizon Wireless,
By: CommNet Cellular Inc., its General
Partner,
as an Originator
|
GTE Mobilnet of California Limited
Partnership d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
GTE Mobilnet of Florence, Alabama
Incorporated d/b/a Verizon Wireless,
as an Originator
|
GTE Mobilnet of Fort Wayne Limited
Partnership d/b/a Verizon Wireless,
By: Verizon Americas LLC, its General
Partner,
as an Originator
|
GTE Mobilnet of Indiana Limited
Partnership d/b/a Verizon Wireless,
By: Verizon Americas LLC, its General Partner,
as an Originator
|
GTE Mobilnet of Indiana RSA #3 Limited
Partnership d/b/a Verizon Wireless,
By: Verizon Americas LLC, its General
Partner,
as an Originator
|
GTE Mobilnet of Indiana RSA #6 Limited
Partnership d/b/a Verizon Wireless,
By: Verizon Americas LLC, its General
Partner,
as an Originator
|
GTE Mobilnet of South Texas Limited
Partnership d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
GTE Mobilnet of Terre Haute Limited
Partnership d/b/a Verizon Wireless,
By: Verizon Americas LLC, its General
Partner,
as an Originator
|
GTE Mobilnet of Texas RSA #17 Limited
Partnership d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
Idaho 6-Clark Limited Partnership d/b/a
Verizon Wireless,
By: Teton Cellular of Idaho Limited
Partnership, its General Partner
By: Teton Cellular Inc., its General Partner
By: CommNet Cellular Inc., its Manager,
as an Originator
|
Illinois RSA 6 and 7 Limited Partnership
d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
Indiana RSA 2 Limited Partnership d/b/a
Verizon Wireless,
By: Cellco Partnership d/b/a Verizon
Wireless, its General Partner,
as an Originator
|
Iowa 8 – Monona Limited Partnership d/b/a
Verizon Wireless,
By: CommNet Cellular Inc., its General
Partner,
as an Originator
|
Kentucky RSA No. 1 Partnership,
By: Cellco Partnership d/b/a Verizon
Wireless, its General Partner,
as an Originator
|
Los Angeles SMSA Limited Partnership, a
California Limited Partnership d/b/a
Verizon Wireless,
By: AirTouch Cellular Inc., its General
Partner,
as an Originator
|
Missouri RSA 2 Limited Partnership d/b/a
Verizon Wireless,
By: Alltel Corporation, its Managing
General Partner,
as an Originator
|
Muskegon Cellular Partnership,
By: Cellco Partnership d/b/a Verizon
Wireless, its Managing Partner,
as an Originator
|
New Mexico RSA 6-I Partnership d/b/a
Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
New Mexico RSA No. 5 Limited
Partnership,
By: Cellco Partnership d/b/a Verizon
Wireless, its General Partner,
as an Originator
|
New York SMSA Limited Partnership d/b/a
Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
Northeast Pennsylvania SMSA Limited
Partnership d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
Omaha Cellular Telephone Company d/b/a
Verizon Wireless,
By: Cellco Partnership, its Managing
General Partner,
as an Originator
|
Pascagoula Cellular Partnership,
By: Alltel Corporation d/b/a Verizon
Wireless, its Managing Partner,
as an Originator
|
Pennsylvania RSA 1 Limited Partnership
d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
Pennsylvania RSA No. 6 (I) Limited
Partnership,
By: Cellco Partnership, its General Partner,
as an Originator
|
Petersburg Cellular Partnership d/b/a
Verizon Wireless,
By: Alltel Corporation, its Managing General Partner,
as an Originator
|
Pinnacles Cellular, Inc. d/b/a Verizon
Wireless,
as an Originator
|
Pittsburgh SMSA Limited Partnership
d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
Pittsfield Cellular Telephone Company
d/b/a Verizon Wireless,
By: Cellco Partnership, its Managing
General Partner,
as an Originator
|
RSA 7 Limited Partnership d/b/a Verizon
Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
Rural Cellular Corporation d/b/a Verizon
Wireless,
as an Originator
|
Sacramento-Valley Limited Partnership d/b/a
Verizon Wireless,
By: AirTouch Cellular Inc., its General
Partner,
as an Originator
|
Seattle SMSA Limited Partnership d/b/a
Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
Texas RSA #11B Limited Partnership d/b/a
Verizon Wireless,
By: Alltel Corporation, its General Partner,
as an Originator
|
Topeka Cellular Telephone Company, Inc.,
as an Originator
|
Tuscaloosa Cellular Partnership d/b/a
Verizon Wireless,
By: Cellco Partnership, its Managing
General Partner,
as an Originator
|
Verizon Americas LLC,
as an Originator
|
Verizon Wireless of the East LP d/b/a
Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
Virginia RSA 5 Limited Partnership d/b/a
Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
Wasatch Utah RSA No. 2 Limited
Partnership d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
Wisconsin RSA #1 Limited Partnership,
By: Alltel Corporation d/b/a Verizon
Wireless, its Managing Partner,
as an Originator
|
Wisconsin RSA #6 Partnership, LLP,
By: Alltel Corporation d/b/a Verizon
Wireless, its Managing Partner,
as an Originator
|
Wisconsin RSA No. 8 Limited Partnership,
By: Alltel Corporation d/b/a Verizon
Wireless, its General Partner,
as an Originator
|
As Vice President and Assistant Treasurer of
AirTouch Cellular Inc. d/b/a Verizon Wireless
|
As Vice President and Assistant Treasurer of Bell
Atlantic Mobile Systems LLC acting on behalf of
Allentown SMSA Limited Partnership d/b/a
Verizon Wireless
|
As Vice President and Assistant Treasurer of
Alltel Corporation acting on behalf of ALLTEL
Communications of North Carolina Limited
Partnership d/b/a Verizon Wireless
|
As Vice President and Assistant Treasurer of
Alltel Corporation d/b/a Verizon Wireless
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Anderson
CellTelCo d/b/a Verizon Wireless
|
As Vice President and Assistant Treasurer of
Athens Cellular, Inc. d/b/a Verizon Wireless
|
As Vice President and Assistant Treasurer of Bell
Atlantic Mobile Systems LLC d/b/a Verizon
Wireless
|
As Vice President and Assistant Treasurer of
Cellco Partnership d/b/a Verizon Wireless
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Chicago
SMSA Limited Partnership d/b/a Verizon
Wireless
|
As Vice President and Assistant Treasurer of
CommNet Cellular Inc. d/b/a Verizon Wireless
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Fresno
MSA Limited Partnership d/b/a Verizon Wireless
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Gadsden
CellTelCo Partnership d/b/a Verizon Wireless
|
As Vice President and Assistant Treasurer of
CommNet Cellular Inc. acting on behalf of Gold
Creek Cellular of Montana Limited Partnership
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of GTE
Mobilnet of California Limited Partnership d/b/a
Verizon Wireless
|
As Vice President and Assistant Treasurer of
GTE Mobilnet of Florence, Alabama Incorporated
d/b/a Verizon Wireless
|
As Vice President and Assistant Treasurer of
Verizon Americas LLC acting on behalf of GTE
Mobilnet of Fort Wayne Limited Partnership
d/b/a Verizon Wireless
|
As Vice President and Assistant Treasurer of
Verizon Americas LLC acting on behalf of GTE
Mobilnet of Indiana Limited Partnership d/b/a
Verizon Wireless
|
As Vice President and Assistant Treasurer of
Verizon Americas LLC acting on behalf of GTE
Mobilnet of Indiana RSA #3 Limited Partnership
d/b/a Verizon Wireless
|
As Vice President and Assistant Treasurer of
Verizon Americas LLC acting on behalf of GTE
Mobilnet of Indiana RSA #6 Limited Partnership
d/b/a Verizon Wireless
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of GTE
Mobilnet of South Texas Limited Partnership
d/b/a Verizon Wireless
|
As Vice President and Assistant Treasurer of
|
As Vice President and Assistant Treasurer of
|
Verizon Americas LLC acting on behalf of GTE
Mobilnet of Terre Haute Limited Partnership d/b/a
Verizon Wireless
|
Cellco Partnership acting on behalf of GTE
Mobilnet of Texas RSA #17 Limited Partnership
d/b/a Verizon Wireless
|
As Vice President and Assistant Treasurer of
CommNet Cellular Inc. acting on behalf of Teton
Cellular Inc., acting on behalf of Teton Cellular
Idaho Limited Partnership, acting on behalf of
Idaho 6-Clark Limited Partnership d/b/a Verizon
Wireless
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Illinois
RSA 6 and 7 Limited Partnership d/b/a Verizon
Wireless
|
As Vice President and Assistant Treasurer of
Cellco Partnership d/b/a Verizon Wireless acting
on behalf of Indiana RSA 2 Limited Partnership
|
As Vice President and Assistant Treasurer of
CommNet Cellular Inc. acting on behalf of Iowa
8 – Monona Limited Partnership d/b/a Verizon
Wireless
|
As Vice President and Assistant Treasurer of
Cellco Partnership d/b/a Verizon Wireless acting
on behalf of Kentucky RSA No. 1 Partnership
|
As Vice President and Assistant Treasurer of
AirTouch Cellular Inc. acting on behalf of Los
Angeles SMSA Limited Partnership, a California
Limited Partnership d/b/a Verizon Wireless
|
As Vice President and Assistant Treasurer of
Alltel Corporation acting on behalf of Missouri
RSA 2 Limited Partnership d/b/a Verizon Wireless
|
As Vice President and Assistant Treasurer of
Cellco Partnership d/b/a Verizon Wireless acting
on behalf of Muskegon Cellular Partnership
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of New
Mexico RSA 6-I Partnership d/b/a Verizon
Wireless
|
As Vice President and Assistant Treasurer of
Cellco Partnership d/b/a Verizon Wireless acting
on behalf of New Mexico RSA No. 5 Limited
Partnership
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of New York
SMSA Limited Partnership d/b/a Verizon
Wireless
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Northeast
Pennsylvania SMSA Limited Partnership d/b/a
Verizon Wireless
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Omaha
Cellular Telephone Company d/b/a Verizon
Wireless
|
As Vice President and Assistant Treasurer of
Alltel Corporation d/b/a Verizon Wireless acting
on behalf of Pascagoula Cellular Partnership
|
As Vice President and Assistant Treasurer of
Alltel Corporation acting on behalf of Petersburg
Cellular Partnership d/b/a Verizon Wireless
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of
Pennsylvania RSA 1 Limited Partnership d/b/a
Verizon Wireless
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of
Pennsylvania RSA No. 6 (I) Limited Partnership
|
As Vice President and Assistant Treasurer of
Pinnacles Cellular, Inc. d/b/a Verizon Wireless
|
As Vice President and Assistant Treasurer of
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Pittsfield
Cellular Partnership d/b/a Verizon Wireless
|
Cellco Partnership acting on behalf of Pittsburgh
SMSA Limited Partnership d/b/a Verizon
Wireless
|
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of RSA 7
Limited Partnership d/b/a Verizon Wireless
|
As Vice President and Assistant Treasurer of
Rural Cellular Corporation d/b/a Verizon Wireless
|
As Vice President and Assistant Treasurer of
AirTouch Cellular Inc. acting on behalf of
Sacramento-Valley Limited Partnership d/b/a
Verizon Wireless
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Seattle
SMSA Limited Partnership d/b/a Verizon
Wireless
|
As Vice President and Assistant Treasurer of
Alltel Corporation acting on behalf of Texas RSA
#11B Limited Partnership d/b/a Verizon Wireless
|
As Vice President and Assistant Treasurer of
Topeka Cellular Telephone Company, Inc.
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Tuscaloosa
Cellular Partnership d/b/a Verizon Wireless
|
As Vice President and Assistant Treasurer of
Verizon Americas LLC
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Verizon
Wireless of the East LP d/b/a Verizon Wireless
|
As Vice President and Assistant Treasurer of
Cellco Partnership d/b/a Verizon Wireless acting
on behalf of Virginia RSA 5 Limited Partnership
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Wasatch
Utah RSA No. 2 Limited Partnership d/b/a
Verizon Wireless
|
As Vice President and Assistant Treasurer of
Alltel Corporation d/b/a Verizon Wireless acting
on behalf of Wisconsin RSA #1 Limited
Partnership
|
As Vice President and Assistant Treasurer of
Alltel Corporation d/b/a Verizon Wireless acting
on behalf of Wisconsin RSA #6 Partnership, LLP
|
As Vice President and Assistant Treasurer of
Alltel Corporation d/b/a Verizon Wireless acting
on behalf of Wisconsin RSA No. 8 Limited
Partnership
|
[NAME OF ADDITIONAL ORIGINATOR]
|
|
By:
|
|
Name:
|
|
Title:
|
|
VERIZON MASTER TRUST
|
|
By:
|
|
Name:
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Title:
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VERIZON ABS II LLC,
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as Depositor
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By:
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Name:
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Title:
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