Date of report (Date of earliest event reported): August 2, 2022
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VERIZON MASTER TRUST
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(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
|
|
(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212) 395-1000
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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** |
99.2 |
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
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One Verizon Way
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Basking Ridge, New Jersey 07920
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Attention: Chief Financial Officer
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|
E-mail: kee.chan.sin@verizon.com
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|
in the case of Verizon Wireless:
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Cellco Partnership d/b/a Verizon Wireless
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One Verizon Way
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|
Basking Ridge, New Jersey 07920
|
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Attention: Vice President and Assistant Treasurer
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|
E-mail: kee.chan.sin@verizon.com
|
|
in the case of the Representatives:
|
|
BofA Securities, Inc.
One Bryant Park, Floor 11
New York, New York 10036
Attention: Carl Anderson
Email: carl.w.anderson@bofa.com
SMBC Nikko Securities America, Inc.
277 Park Avenue, 5th Floor
New York, NY 10172
Attention: Structured Finance Group
Email: SIASG@smbcnikko-si.com
|
TD Securities (USA) LLC
1 Vanderbilt Avenue, 11th Floor
New York, NY 10017
Attention: Transaction Management Group
Email: USTMG@tdsecurities.com
Wells Fargo Securities, LLC
550 S Tryon Street, 5th Floor
Charlotte, NC 28202
Attention: Austin Vanassa
Email: Austin.Vanassa@wellsfargo.com
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Very truly yours,
|
||
VERIZON MASTER TRUST
|
||
By:
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WILMINGTON TRUST, NATIONAL
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ASSOCIATION, not in its individual
|
||
capacity but solely as Owner Trustee
|
||
By:
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/s/ Clarice Wright
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Name: Clarice Wright
|
||
Title: Vice President
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Underwriter |
Class A-1a
Notes
|
Class A-1b
Notes
|
Class B
Notes
|
Class C
Notes
|
||||
BofA Securities, Inc.
|
$87,752,000
|
$14,342,000
|
$0
|
$0
|
||||
SMBC Nikko Securities America, Inc.
|
$70,201,000
|
$11,471,000
|
$0
|
$0
|
||||
TD Securities (USA) LLC
|
$70,201,000
|
$11,471,000
|
$0
|
$0
|
||||
Wells Fargo Securities, LLC
|
$70,201,000
|
$11,471,000
|
$0
|
$0
|
||||
CastleOak Securities, L.P.
|
$10,530,000
|
$1,720,000
|
$0
|
$0
|
||||
Samuel A. Ramirez & Company, Inc.
|
$10,530,000
|
$1,720,000
|
$0
|
$0
|
||||
Siebert Williams Shank & Co., LLC
|
$10,530,000
|
$1,720,000
|
$0
|
$0
|
||||
Barclays Capital Inc.
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$10,530,000
|
$1,720,000
|
$0
|
$0
|
||||
Mizuho Securities USA LLC
|
$10,530,000
|
$1,720,000
|
$0
|
$0
|
||||
Total
|
$351,005,000
|
$57,355,000
|
$0
|
$0
|
Security |
Original Principal Balance $
|
Price % |
Price $ |
|||
Class A-1a Notes
|
$351,005,000
|
99.78310%
|
$350,243,670.16
|
|||
Class A-1b Notes
|
$57,355,000
|
99.78750%
|
$57,233,120.63
|
ARTICLE I
|
USAGE AND DEFINITIONS
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1
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Section 1.1
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Usage and Definitions
|
1
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Section 1.2
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Incorporation by Reference of Trust Indenture Act
|
17
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ARTICLE II
|
THE NOTES
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17
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Section 2.1
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Form of Notes
|
17
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Section 2.2
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Execution, Authentication and Delivery
|
17
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Section 2.3
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Tax Treatment
|
18
|
Section 2.4
|
Note Register
|
18
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Section 2.5
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Registration of Transfer and Exchange
|
19
|
Section 2.6
|
[Reserved]
|
20
|
Section 2.7
|
Mutilated, Destroyed, Lost or Stolen Notes
|
20
|
Section 2.8
|
Persons Deemed Owners
|
21
|
Section 2.9
|
Payments on Notes
|
21
|
Section 2.10
|
Cancellation of Notes
|
22
|
Section 2.11
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Release of Series 2022-5 Collateral
|
22
|
Section 2.12
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Book-Entry Notes
|
23
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Section 2.13
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Definitive Notes
|
23
|
Section 2.14
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Authenticating Agents
|
24
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Section 2.15
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Note Paying Agents
|
24
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ARTICLE III
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COVENANTS, REPRESENTATIONS AND WARRANTIES
|
25
|
Section 3.1
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Payment of Principal, Interest and Other Amounts
|
25
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Section 3.2
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Maintenance of Office or Agency
|
25
|
Section 3.3
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Money for Payments To Be Held in Trust
|
25
|
Section 3.4
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Existence
|
27
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Section 3.5
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Protection of Collateral
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27
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Section 3.6
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Performance of Obligations
|
28
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Section 3.7
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Negative Covenants
|
28
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Section 3.8
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Opinions on Collateral
|
29
|
Section 3.9
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Annual Certificate of Compliance
|
29
|
Section 3.10
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Successor or Transferee
|
29
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Section 3.11
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Further Acts and Documents
|
30
|
Section 3.12
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Review of Trust’s Records
|
30
|
Section 3.13
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Trust’s Representations and Warranties
|
30
|
Section 3.14
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Trust’s Representations and Warranties About Security Interest
|
31
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ARTICLE IV
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SATISFACTION AND DISCHARGE
|
32
|
Section 4.1
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Satisfaction and Discharge of Indenture
|
32
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ARTICLE V
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EVENTS OF DEFAULT; REMEDIES
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33
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Section 5.1
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Events of Default
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33
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Section 5.2
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Acceleration of Maturity; Rescission
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33
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Section 5.3
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Collection of Indebtedness by Indenture Trustee
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34
|
Section 5.4
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Trustee May File Proofs of Claim
|
35
|
Section 5.5
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Enforcement of Claims Without Possession of Notes
|
35
|
Section 5.6
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Remedies; Priorities
|
36
|
Section 5.7
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[Reserved]
|
36
|
Section 5.8
|
Limitation on Suits
|
36
|
Section 5.9
|
Unconditional Rights to Receive Principal and Interest
|
37
|
Section 5.10
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Restoration of Rights and Remedies
|
37
|
Section 5.11
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Rights and Remedies Cumulative
|
37
|
Section 5.12
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Delay or Omission Not a Waiver
|
38
|
Section 5.13
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Control by Noteholders
|
38
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Section 5.14
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Waiver of Potential Defaults and Events of Default
|
38
|
Section 5.15
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Agreement to Pay Costs
|
39
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Section 5.16
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Waiver of Stay or Extension Laws
|
39
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Section 5.17
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Performance and Enforcement of Obligations
|
39
|
ARTICLE VI
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INDENTURE TRUSTEE
|
40
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Section 6.1
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Indenture Trustee’s Obligations
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40
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Section 6.2
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Indenture Trustee’s Rights
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43
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Section 6.3
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Indenture Trustee’s Individual Rights
|
44
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Section 6.4
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Indenture Trustee’s Disclaimer
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44
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Section 6.5
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Notice of Potential Defaults and Notice of Payment Defaults
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44
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Section 6.6
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Reports by Indenture Trustee
|
45
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Section 6.7
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Compensation and Indemnity
|
46
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Section 6.8
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Resignation or Removal of Indenture Trustee
|
47
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Section 6.9
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Merger or Consolidation; Transfer of Assets
|
48
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Section 6.10
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Appointment of Separate Trustee or Co-Trustee
|
48
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Section 6.11
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Eligibility
|
49
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Section 6.12
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Inspections of Indenture Trustee
|
49
|
Section 6.13
|
Indenture Trustee’s Representations and Warranties
|
50
|
Section 6.14
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Reporting of Receivables Reacquisition and Acquisition Demands
|
51
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Section 6.15
|
Preferential Collection of Claims Against the Trust
|
51
|
ARTICLE VII
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NOTEHOLDER COMMUNICATIONS AND REPORTS
|
51
|
Section 7.1
|
Noteholder Communications
|
51
|
Section 7.2
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Reports by Trust
|
52
|
Section 7.3
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Reports by Indenture Trustee
|
53
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ARTICLE VIII
|
ACCOUNTS, DISTRIBUTIONS AND RELEASES
|
53
|
Section 8.1
|
Collection of Funds
|
53
|
Section 8.2
|
Series 2022-5 Accounts; Distributions
|
53
|
Section 8.3
|
Series 2022-5 Accounts
|
60
|
Section 8.4
|
Release of Series 2022-5 Collateral
|
62
|
ARTICLE IX
|
AMENDMENTS
|
62
|
Section 9.1
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Amendments Without Consent of Noteholders
|
62
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Section 9.2
|
Amendments with Consent of Controlling Class
|
64
|
Section 9.3
|
Execution of Amendments
|
64
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Section 9.4
|
Effect of Amendment
|
65
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Section 9.5
|
Reference in Notes to Supplemental Indentures
|
65
|
Section 9.6
|
[Reserved]
|
65
|
Section 9.7
|
Conformity with TIA
|
65
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ARTICLE X
|
REDEMPTION OF NOTES
|
65
|
Section 10.1
|
Redemption
|
65
|
ARTICLE XI
|
OTHER AGREEMENTS
|
67
|
Section 11.1
|
No Petition
|
67
|
Section 11.2
|
[Reserved]
|
67
|
Section 11.3
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Trust Orders; Certificates and Opinions
|
67
|
Section 11.4
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Acts of Noteholders
|
68
|
Section 11.5
|
Trust Obligation
|
69
|
Section 11.6
|
Conflict with Trust Indenture Act
|
69
|
Section 11.7
|
Regulation RR Risk Retention
|
69
|
ARTICLE XII
|
MISCELLANEOUS
|
70
|
Section 12.1
|
Benefits of Indenture; Third-Party Beneficiaries
|
70
|
Section 12.2
|
Notices
|
70
|
Section 12.3
|
GOVERNING LAW
|
71
|
Section 12.4
|
Submission to Jurisdiction
|
71
|
Section 12.5
|
WAIVER OF JURY TRIAL
|
71
|
Section 12.6
|
No Waiver; Remedies
|
71
|
Section 12.7
|
Severability
|
71
|
Section 12.8
|
Headings
|
71
|
Section 12.9
|
Counterparts
|
71
|
Section 12.10
|
Customer Identification Program
|
71
|
Section 12.11
|
[Reserved]
|
72
|
Section 12.12
|
Intent of the Parties; Reasonableness
|
72
|
Section 12.13
|
Electronic Signatures
|
72
|
Section 12.14
|
Class R Interest
|
73
|
Section 12.15
|
No Set-off
|
73
|
Exhibit A
|
Form of Notes
|
A-1
|
Exhibit B
|
Servicing Criteria to be Addressed in Assessment of Compliance
|
B-1
|
(1) |
the sum of (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark
Replacement Adjustment;
|
(2) |
the sum of (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or
|
(3) |
the sum of (a) the alternate rate of interest that has been selected by the Administrator as the replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of
interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate securities at such time and (b) the Benchmark Replacement Adjustment.
|
(1) |
the spread adjustment (which may be a positive or negative value or zero), or method for calculating or determining such spread adjustment, that has been selected or recommended by the Relevant
Governmental Body for the applicable Unadjusted Benchmark Replacement;
|
(2) |
if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; or
|
(3) |
the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrator giving due consideration to any industry-accepted spread adjustment, or method
for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate securities at such time.
|
(1) |
in the case of clause (1) or (2) of the definition of “Benchmark Transition Event”, the later of (a) the date of the public statement or publication of information referenced therein and (b) the date
on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark (or such component); or
|
(2) |
in the case of clause (3) of the definition of “Benchmark Transition Event”, the date of the public statement or publication of information referenced therein.
|
(1) |
a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the
Benchmark (or such component), permanently or indefinitely, provided, that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component);
|
(2) |
a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component), the central bank for the currency of the Benchmark (or such
component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity
with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component)
permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or
|
(3) |
a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.
|
(i) |
for each Class of Notes other than the Class A-1b Notes, the present value of the amount of all future interest payments that would otherwise accrue on the Note Balance of such Class of Notes from
the Redemption Date until the First Par Redemption Date, discounted from the Payment Date on which such payment of interest would be made to the Redemption Date, monthly on a 30/360 day basis at the Make-Whole Discount Rate; and
|
(ii) |
for the Class A-1b Notes, the present value of the amount of all future interest payments that would otherwise accrue on the principal payment at an interest rate of Compounded SOFR applicable to
that Payment Date plus the spread applicable to the Class A-1b Notes from the Redemption Date until the First Par Redemption Date, discounted from the Payment Date on which such payment of interest would be made to the Redemption Date,
monthly on an actual/360 day basis at Compounded SOFR applicable to that Payment Date;
|
(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 2022-5 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 2022-5 is greater than the excess of (i) the Group 1 Pool Balance over (ii) the sum of (x) the Ineligible Amount for
Series 2022-5 and (y) the Series 2022-5 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-1a Notes
|
3.72%
|
$351,005,000
|
Class A-1b Notes
|
Compounded SOFR* + 0.62%
|
$57,355,000
|
Class B Notes
|
3.96%
|
$35,310,000
|
Class C Notes
|
4.21%
|
$16,410,000
|
(A) |
in the event that, immediately following distributions on any Payment Date (a) the Revolving Period is in effect and (b) the Series 2022-5 Allocated Pool Balance exceeds the Adjusted Series
Invested Amount for Series 2022-5, 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 2022-5 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 in the order set forth under Section 8.2(d)(ii), until the aggregate Note Balance of the Class A-1a Notes, Class A-1b Notes, Class B Notes and Class C Notes is reduced to zero.
|
(A) |
first, to the Noteholders of Class A-1a Notes and Class A-1b Notes, pro rata, based on the Note Balance of each such Class of Notes, in payment of
principal until the aggregate 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 Series 2022-5 Series Certificate Distribution Account, for distribution 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 2022-5 Collateral, other than Permitted Liens, or, except as permitted by this Indenture, the
other Series 2022-5 Series Related Documents or the Transaction Documents, release the Lien of this Indenture on the Series 2022-5 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 2022-5 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 TRUST COMPANY, 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 TRUST COMPANY, 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 2022-5 Distribution Account – U.S. Bank Trust Company, National Association, as Note Paying Agent, as secured party for the benefit of the Secured Parties of Verizon Master
Trust, Series 2022-5” with account number 271179000.
|
(ii) |
“Series 2022-5 Reserve Account – U.S. Bank Trust Company, National Association, as Note Paying Agent, as secured party for the benefit of the Secured Parties of Verizon Master Trust,
Series 2022-5” with account number 271179001.
|
(iii) |
“Series 2022-5 Principal Funding Account – U.S. Bank Trust Company, National Association, as Note Paying Agent, as secured party for the benefit of the Secured Parties of Verizon
Master Trust, Series 2022-5” with account number 271179002.
|
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 TRUST COMPANY, 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 TRUST COMPANY, NATIONAL
|
||
ASSOCIATION, not in its individual
|
||
capacity, but solely as Secured Party
|
||
By:
|
|
|
Name:
|
||
Title:
|
Re: |
Termination of Series 2022-5 Account Control Agreement
|
Very truly yours,
|
||
U.S. BANK TRUST COMPANY, 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
|
4
|
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
|
10
|
Section 4.5
|
Indemnification by Asset Representations Reviewer
|
10
|
Section 4.6
|
Indemnification of Asset Representations Reviewer
|
11
|
Section 4.7
|
Review of Asset Representations Reviewer’s Records
|
12
|
Section 4.8
|
Delegation of Obligations
|
12
|
Section 4.9
|
Confidential Information
|
13
|
Section 4.10
|
Personally Identifiable Information
|
15
|
ARTICLE V
|
RESIGNATION AND REMOVAL; SUCCESSOR ASSET REPRESENTATIONS REVIEWER
|
17
|
Section 5.1
|
Eligibility Requirements for Asset Representations Reviewer
|
17
|
Section 5.2
|
Resignation and Removal of Asset Representations Reviewer
|
17
|
Section 5.3
|
Successor Asset Representations Reviewer
|
18
|
Section 5.4
|
Merger, Consolidation or Succession
|
18
|
ARTICLE VI
|
OTHER AGREEMENTS
|
19
|
Section 6.1
|
Independence of Asset Representations Reviewer
|
19
|
Section 6.2
|
No Petition
|
19
|
Section 6.3
|
Limitation of Liability of Owner Trustee
|
19
|
Section 6.4
|
Termination of Agreement
|
19
|
Section 6.5
|
Monthly Reports
|
19
|
ARTICLE VII
|
MISCELLANEOUS PROVISIONS
|
20
|
Section 7.1
|
Amendments
|
20
|
Section 7.2
|
Assignment; Benefit of Agreement; Third Party Beneficiaries
|
21
|
Section 7.3
|
Notices
|
21
|
Section 7.4
|
GOVERNING LAW
|
22
|
Section 7.5
|
Submission to Jurisdiction
|
22
|
Section 7.6
|
WAIVER OF JURY TRIAL
|
22
|
Section 7.7
|
No Waiver; Remedies
|
22
|
Section 7.8
|
Severability
|
22
|
Section 7.9
|
Headings
|
22
|
Section 7.10
|
Counterparts
|
22
|
Section 7.11
|
Non-exclusive Agreement
|
22
|
Section 7.12
|
Electronic Signatures
|
23
|
VERIZON MASTER TRUST,
|
|||
as Trust
|
|||
By:
|
Wilmington Trust, National Association, not
in its individual capacity, but solely as
Owner Trustee
|
||
By:
|
________________________________ | ||
Name: Mark H. Brzoska
|
|||
Title: Vice President
|
|||
CELLCO PARTNERSHIP d/b/a VERIZON
WIRELESS,
|
|||
as Servicer
|
|||
By:
|
________________________________ | ||
Name:
|
Kee Chan Sin
|
||
Title:
|
Vice President and Assistant
Treasurer
|
||
PENTALPHA SURVEILLANCE LLC,
|
|||
as Asset Representations Reviewer
|
|||
By:
|
________________________________ | ||
Name: James Callahan
|
|||
Title: Executive Director and Solely as an
Authorized Signatory for Pentalpha
Surveillance LLC
|
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.”
|
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:
|
Kee Chan Sin
|
||
Title:
|
Chief Financial Officer
|
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]
Name: Title: |
VERIZON MASTER TRUST
By: Name:
Title: |
VERIZON ABS II LLC,
as Depositor
By: Name:
Title: |
(1) |
the MASTER COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT, originally dated as of May 25, 2021, as amended (the “Master Collateral Agreement”), by and among VERIZON MASTER TRUST, as trust (the
“Trust”), U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), as master collateral agent (the “Master Collateral Agent”), CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS (“Cellco”), as servicer (in such capacity, the “Servicer”),
and each Creditor Representative from time to time party thereto (collectively, the “Creditor Representatives”); and
|
(2) |
the AMENDED AND RESTATED TRUST AGREEMENT, originally dated as of May 25, 2021 (the “Trust Agreement” and together with the Master Collateral Agreement, the “Agreements”), by and between
VERIZON ABS II LLC, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as owner trustee (the “Owner Trustee”).
|
(i) |
the representations and warranties made by it in each of the Agreements, as applicable, are true and correct in all material respects both on and as of the date hereof and immediately after giving
effect to this Amendment and the transactions contemplated hereby (except to the extent such representations and warranties relate solely to an earlier date and then are true and correct as of such earlier date);
|
(ii) |
the execution, delivery and performance by it of this Amendment are within its organizational powers, have been duly authorized by all necessary action, and do not contravene (1) its organizational
documents, (2) any Law applicable to it, (3) any
|
contractual restriction binding on or affecting it or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property; and
|
(iii) |
this Amendment, assuming this Amendment has been duly executed by each other party hereto, constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with
its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors’ rights generally and, if applicable, the rights
of creditors from time to time in effect or by general principles of equity.
|
VERIZON MASTER TRUST
|
||
By: WILMINGTON TRUST, NATIONAL
|
||
ASSOCIATION, not in its individual capacity, but
|
||
solely as Owner Trustee on behalf of the Trust
|
||
By:
|
_______________________________
|
|
Name:
|
||
Title:
|
||
U.S. BANK NATIONAL ASSOCIATION,
|
||
not in its individual capacity, but solely
|
||
as Master Collateral Agent
|
||
By:
|
_______________________________
|
|
Name:
|
||
Title:
|
||
WILMINGTON TRUST, NATIONAL ASSOCIATION,
|
||
not in its individual capacity, but solely as Owner
|
||
Trustee on behalf of the Trust
|
||
By:
|
_______________________________
|
|
Name:
|
||
Title:
|
||
VERIZON DPPA TRUE-UP TRUST,
|
||
as Class A Certificateholder
|
||
By: WILMINGTON TRUST, NATIONAL
|
||
ASSOCIATION, not in its individual capacity, but
|
||
solely as True-up Trust Owner Trustee on behalf of
|
||
Verizon DPPA True-up Trust
|
||
By:
|
_______________________________
|
|
Name:
|
||
Title:
|
VERIZON ABS II LLC,
|
|||
as Depositor and as Class B Certificateholder
|
|||
By:
|
_______________________________
|
||
Name:
|
Kee Chan Sin
|
||
Title:
|
Chief Financial Officer
|
||
Solely with respect to Section 12:
|
|||
CELLCO PARTNERSHIP d/b/a VERIZON
|
|||
WIRELESS,
|
|||
as Administrator of Verizon Master Trust and as
|
|||
Custodian of Verizon DPPA True-up Trust
|
|||
By:
|
_______________________________
|
||
Name:
|
Kee Chan Sin
|
||
Title:
|
Vice President and Assistant Treasurer
|
TABLE OF CONTENTS
|
||
ARTICLE I DEFINITIONS AND INTERPRETIVE RULES
|
||
ARTICLE II GRANT OF SECURITY INTEREST
|
||
ARTICLE III TRUST FINANCINGS
|
||
|
||
SECTION 3.1
|
Trust Financings
|
1
|
SECTION 3.2
|
Designation of Groups; Allocation to Groups
|
4
|
SECTION 3.3
|
Re-Designation of Receivables
|
4
|
ARTICLE IV REPRESENTATIONS AND WARRANTIES
|
||
SECTION 4.1
|
Representations and Warranties
|
5
|
ARTICLE V COVENANTS
|
||
SECTION 5.1
|
Protection of the Collateral; Further Assurances
|
7
|
SECTION 5.2
|
Maintenance of UCC Location
|
8
|
SECTION 5.3
|
Opinion as to the Collateral
|
8
|
SECTION 5.4
|
Performance of Obligations; Servicing of Collateral
|
8
|
SECTION 5.5
|
Negative Covenants
|
9
|
SECTION 5.6
|
Successor or Transferee
|
10
|
SECTION 5.7
|
Notice of Amortization Event, Events of Default and Servicer Termination Events
|
10
|
SECTION 5.8
|
Enforcement of Transaction Documents and Series Related Documents
|
11
|
SECTION 5.9
|
Notices to Rating Agencies, the Master Collateral Agent and Creditor Representatives
|
12
|
SECTION 5.10
|
Paying Agent’s Obligations
|
12
|
ARTICLE VI EVENTS OF DEFAULTS AND REMEDIES
|
||
SECTION 6.1
|
Events of Default; Remedies
|
12
|
SECTION 6.2
|
Creditor Conflicting Requests
|
14
|
SECTION 6.3
|
Restoration of Rights and Remedies
|
15
|
SECTION 6.4
|
Rights and Remedies Cumulative
|
15
|
SECTION 6.5
|
Delay or Omission Not a Waiver
|
15
|
SECTION 6.6
|
Control by Group Creditors
|
15
|
SECTION 6.7
|
Undertaking for Costs
|
16
|
SECTION 6.8
|
Waiver of Stay or Extension Laws
|
16
|
SECTION 6.9
|
Action on Credit Extensions
|
16
|
SECTION 6.10
|
Sale of Collateral
|
16
|
ARTICLE VII THE MASTER COLLATERAL AGENT AND THE PAYING AGENT
|
||
SECTION 7.1
|
Duties of the Master Collateral Agent
|
18
|
SECTION 7.2
|
Rights of the Master Collateral Agent
|
22
|
SECTION 7.3
|
Funds Held in Trust
|
24
|
SECTION 7.4
|
Compensation and Indemnity
|
24
|
SECTION 7.5
|
Resignation and Removal; Appointment of Successor
|
26
|
SECTION 7.6
|
Successor Master Collateral Agent by Merger
|
27
|
SECTION 7.7
|
Appointment of Co-Agent or Separate Agent
|
27
|
SECTION 7.8
|
Eligibility; Disqualification
|
28
|
SECTION 7.9
|
Representations and Warranties
|
28
|
SECTION 7.10
|
The Paying Agent
|
29
|
SECTION 7.11
|
Reports by Master Collateral Agent
|
30
|
SECTION 7.12
|
Reporting of Receivables Reacquisition and Acquisition Demands
|
31
|
ARTICLE VIII CREDITORS LISTS; COMMUNICATIONS
|
||
|
||
SECTION 8.1
|
Creditors Lists
|
32
|
SECTION 8.2
|
Preservation of Information; Communications to Creditors
|
32
|
SECTION 8.3
|
List of Creditors
|
32
|
SECTION 8.4
|
Noteholder Communications
|
32
|
ARTICLE IX ACCOUNTS, DISBURSEMENTS AND RELEASES
|
||
SECTION 9.1
|
Collection of Amounts Due
|
33
|
SECTION 9.2
|
Trust Accounts
|
33
|
SECTION 9.3
|
Rights of Creditors
|
34
|
SECTION 9.4
|
Collections and Allocations
|
34
|
SECTION 9.5
|
Shared Collections
|
37
|
SECTION 9.6
|
Excess Collections
|
37
|
SECTION 9.7
|
Release of Collateral
|
37
|
ARTICLE X AMENDMENTS
|
||
SECTION 10.1
|
Amendments Without Consent of Creditors
|
39
|
SECTION 10.2
|
Amendments With Consent of Creditors
|
40
|
SECTION 10.3
|
Execution of Amendments
|
42
|
SECTION 10.4
|
Effect of Amendment
|
42
|
SECTION 10.5
|
Creditor Consent to Amendments to Transaction Documents
|
42
|
ARTICLE XI MISCELLANEOUS
|
||
SECTION 11.1
|
Compliance Certificates and Opinions, etc.
|
42
|
SECTION 11.2
|
Form of Documents Delivered to the Master Collateral Agent.
|
43
|
SECTION 11.3
|
Acts of Creditors
|
44
|
SECTION 11.4
|
Notices, etc., to the Master Collateral Agent, the Trust and Rating Agencies
|
45
|
SECTION 11.5
|
Notices to Creditors; Waiver
|
45
|
SECTION 11.6
|
Successors and Assigns
|
46
|
SECTION 11.7
|
Severability
|
46
|
SECTION 11.8
|
Benefits of this Agreement
|
47
|
SECTION 11.9
|
Governing Law; Jurisdiction; Waiver of Jury Trial
|
47
|
SECTION 11.10
|
Counterparts
|
48
|
SECTION 11.11
|
The Trust Obligation
|
48
|
SECTION 11.12
|
Agents of the Trust
|
48
|
SECTION 11.13
|
Subordination
|
48
|
SECTION 11.14
|
Title to Trust Property
|
49
|
SECTION 11.15
|
Compliance with Applicable Anti-Terrorism and Anti‑Money Laundering Regulations
|
49
|
SECTION 11.16
|
Limitation of Liability
|
49
|
SECTION 11.17
|
Intent of the Parties; Reasonableness
|
49
|
SECTION 11.18
|
Electronic Signatures
|
50
|
ARTICLE XII
|
ASSET REPRESENTATIONS REVIEW
|
||
SECTION 12.1
|
Public Noteholder and Note Owner Requests for Vote on Asset Representations Review
|
50
|
SECTION 12.2
|
Public Noteholder and Note Owner Vote on Asset Representations Review
|
51
|
SECTION 12.3
|
Evaluation of Review Report
|
52
|
EXHIBIT A |
Form of Creditor Representative Joinder
|
EXHIBIT B |
Servicing Criteria to be Addressed in Assessment of Compliance
|
EXHIBIT C |
Form of Re-Designation Notice
|
EXHIBIT D |
Form of Group Supplement
|
APPENDIX A |
Usage and Definitions
|
1. |
This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Master Collateral Agent, which security interest is prior to all
other Liens and is enforceable as such against creditors of and purchasers from the Trust (subject to Permitted Liens).
|
2. |
The Receivables are either “accounts,” “payment intangibles” or “chattel paper,” as applicable, within the meaning of the applicable UCC. The Trust Accounts and all subaccounts thereof, constitute
either deposit accounts or securities accounts.
|
3. |
The Trust owns and has good and marketable title to the Collateral free and clear of any Liens, claim or encumbrance of any Person (subject to Permitted Liens).
|
4. |
The Trust has received all consents and approvals to the grant of the security interest in the Collateral hereunder to the Master Collateral Agent required by the terms of the Collateral, except if
a requirement for consent or approval is extinguished under the applicable UCC.
|
5. |
The Trust has caused or will have caused, within ten (10) days after the effective date of this Agreement, the filing of all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral (to the extent such security interest can be perfected by the filing of a financing statement) granted to the Master Collateral Agent
hereunder. All financing statements filed or to be filed against the Trust in favor of the Master Collateral Agent under this Agreement describing the Collateral will contain a statement to the following effect: “An absolute assignment or
transfer of or grant of a security interest in any collateral described in this financing statement will violate the rights of the Secured Parties.”
|
6. |
With respect to the Trust Accounts and all subaccounts thereof that constitute deposit accounts, either:
|
(a) |
The Trust has delivered to the Master Collateral Agent a fully executed agreement pursuant to which the bank maintaining the deposit accounts has agreed to comply with all instructions originated
by the Master Collateral Agent or the Paying Agent with respect to such Series, as applicable,
|
directing disposition of the funds in the Trust Accounts without further consent by the Trust; or
|
(b) |
The Trust has taken all steps necessary to cause the Master Collateral Agent or the Paying Agent with respect to such Series, as applicable, to become the account holder of the Trust Accounts.
|
7. |
With respect to Collateral or Trust Accounts or subaccounts thereof that constitute securities accounts or securities entitlements, either:
|
(a) |
The Trust has caused or will have caused, within ten (10) days after the effective date of this Agreement, the filing of all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the security interest granted in the Collateral to the Master Collateral Agent; or
|
(b) |
The Trust has delivered to the Master Collateral Agent a fully executed agreement pursuant to which the securities intermediary has agreed to comply with all instructions originated by the Master
Collateral Agent relating to the Trust Accounts without further consent by the Trust; or
|
(c) |
The Trust has taken all steps necessary to cause the securities intermediary to identify in its records the Master Collateral Agent as the person having a security entitlement against the
securities intermediary in the Trust Accounts.
|
8. |
Other than the security interest Granted to the Master Collateral Agent under this Agreement, the Trust has not sold or Granted a security interest in any of the Collateral. The Trust has not
authorized the filing of and is not aware of any financing statements against the Trust, other than financing statements relating to the security interest Granted to the Master Collateral Agent under this Agreement. The Trust is not aware
of any judgment or tax Lien filings against it.
|
9. |
Neither the Trust Accounts nor any subaccounts thereof are in the name of any Person other than the Trust or the Master Collateral Agent. The Trust has not consented to the securities intermediary
of any Trust Account to comply with entitlement orders of any Person other than the Master Collateral Agent.
|
VERIZON MASTER TRUST
|
||
By: Wilmington Trust, National Association, not in
|
||
its individual capacity, but solely as Owner Trustee
|
||
on behalf of the Trust
|
||
By:
|
|
|
Name:
|
||
Title:
|
U.S. BANK NATIONAL ASSOCIATION,
|
||
as Master Collateral Agent
|
||
By:
|
|
|
Name:
|
||
Title:
|
CELLCO PARTNERSHIP d/b/a VERIZON
|
||
WIRELESS,
|
||
as Servicer
|
||
By:
|
|
|
Name:
|
||
Title:
|
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.
|
1. Pool Balance [Identify Group]:
|
|
2. Required Pool Balance [Identify Group]:
|
|
3. Excess Concentration Amount [Identify Series and Group]
|
|
4. Ineligible Amount [Identify Series and Group]
|
|
5. Cutoff Date
|
Very truly yours,
|
||
CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS,
|
||
as Administrator
|
||
By
|
|
|
Name:
|
||
Title:
|
||
Consented to:
|
||
CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS,
|
||
as Servicer
|
||
By
|
|
|
Name:
|
||
Title:
|
Very truly yours,
|
||
VERIZON MASTER TRUST,
|
||
By
|
|
|
Name:
|
||
Title:
|
(i) |
the Supplemental Servicing Fee;
|
(ii) |
amounts with respect to any Reconveyed Receivable received on or after the related Reconveyance Cutoff Date;
|
(iii) |
any Recoveries or cash collections received with respect to Written-Off Receivables that were written-off before or during such Collection Period; and
|
(iv) |
amounts with respect to any Transferred Receivable received on or after the related Transferred Receivable Cutoff Date.
|
(a) |
for the Owner Trustee or the Trust:
|
(b) |
for any Indenture Trustee, the office of such Indenture Trustee at which at any particular time its corporate trust business shall be administered as set forth in the applicable Indenture, and
|
(c) |
for the Master Collateral Agent or the Paying Agent:
|
• |
The customer may be able to upgrade an eligible device for a new qualifying device after thirty (30) days provided that such customer has paid at least 50% of the retail price of the eligible
device under the related device payment plan agreement and returns such eligible device to Verizon Wireless in good working condition with no significant damage as determined by Verizon Wireless;
|
• |
The customer is required to purchase a new qualifying device under a new device payment plan agreement. New device purchases are subject to then-available offers and any associated wireless
service requirements;
|
• |
A customer’s account must be in good standing and such customer must satisfy Verizon Wireless’ eligibility requirements for a new device payment plan agreement;
|
• |
Upon entering into a device payment plan agreement for a new qualifying device, and after returning the eligible device to Verizon Wireless within
|
• |
If a customer does not return an eligible device when upgrading, or if it is not returned to Verizon Wireless in good working condition, in each case the remaining balance under such customer’s
original device payment plan agreement will be due on such customer’s next bill. Good working condition requires, among other things, that the customer’s returned device powers on and off, does not have a cracked screen, has no
significant damage as determined by Verizon Wireless, and has all password-protected security features (e.g., Find My iPhone) turned off;
|
• |
The Current Upgrade Offer and the related terms and conditions may be modified or terminated by Verizon Wireless at any time. A customer’s upgrade eligibility will be determined in the sole
discretion of Verizon Wireless. If the Current Upgrade Offer is terminated or the related terms and conditions are not satisfied, a customer will remain responsible for the remaining balance due under the original device payment plan
agreement.
|
(a) |
Collections on the Group Receivables for the related Collection Period (other than Collections on Written-Off Receivables) less any Receivables Cash Transfer Amounts paid by the Trust from
Collections on the related Group Receivables for Receivables to be acquired by the Trust and designated to the related Group during the related Collection Period; plus
|
(b) |
Reconveyance Amounts received on Group Receivables that became Reconveyed Receivables during the related Collection Period and any amounts in respect of such Reconveyance Amounts paid by the
Parent Support Provider; plus
|
(c) |
Credit Payments received on Group Receivables from the Marketing Agent or the related Originators during the related Collection Period and any amounts in respect of such Credit Payments paid by
the Parent Support Provider; plus
|
(d) |
Upgrade Payments received from the Marketing Agent or the related Originators on Group Receivables subject to an Upgrade Offer during the related Collection Period and any amounts in respect of
such Upgrade Payments paid by the Parent Support Provider; plus
|
(e) |
the excess of (i) Transfer Proceeds received on Group Receivables that became Transferred Receivables during the related Collection Period over (ii) the portion of any Transfer Proceeds received
on Group Receivables that became Transferred Receivables during the related Collection Period distributed to or at the direction of the Equityholder in accordance with Section 9.4(e) of the Master Collateral Agreement; plus
|
(f) |
the Available Subordinated Amount for such Group for such Payment Date.
|
(a) |
if such calculation or measurement or determination is being made on any date of determination (including on or with respect to any Payment Date) with respect to the Receivables
or any portion thereof and no other Measurement Date is specified in this definition, the last day of the Collection Period preceding the calendar month in which such date of determination (or such Payment Date) occurs;
|
(b) |
if such calculation or measurement or determination is being made on or with respect to any Acquisition Date or Re-Designation Date and any Receivables, the related Cutoff Date or
Re-Designation Cutoff Date;
|
(c) |
if such calculation or measurement or determination is being made on or with respect to any Transfer Date and any Receivables, the related Transferred Receivable Cutoff Date;
|
(d) |
if such calculation or measurement or determination is being made on or with respect to any Closing Date and any Receivables, the related Cutoff Date;
|
(e) |
if such calculation or measurement or determination is being made with respect to (i) to the Outstanding Principal Amount of any Credit Extension or (ii) amounts on deposit in any
Trust Account, the applicable date of determination; or
|
(f) |
if such calculation or measurement or determination is being made on or with respect to any other date of determination, such date of determination specifically set forth in the
related Transaction Documents or Series Related Documents.
|
(i) |
Verizon Communications’ long-term unsecured debt is rated equal to or higher than “A” by S&P, “A” by Fitch and “Baa2” by Moody’s,
|
(ii) |
Verizon Communications guarantees certain payment obligations of Cellco, as Servicer, as provided in the Parent Support Agreement, and
|
(iii) |
no Servicer Termination Event has occurred.
|
(a) |
the Amount Financed; minus
|
(b) |
the portion of the amounts paid by the related Obligor applied on or before that date allocable to principal on such Receivable; minus
|
(c) |
any Credits allocated to such Receivable;
|
(a) |
for the Administrator, the Depositor, the Sponsor, the Servicer, the Marketing Agent, the Parent Support Provider or any Originator, a Person designated in an Officer’s Certificate of the Person
or other notice signed by an officer of the Person authorized to act for the Person or any treasurer, assistant treasurer or corporate secretary of such Person that has responsibility for the matter;
|
(b) |
for the Trust, an officer in the Corporate Trust Office of the Owner Trustee, any officer of the Owner Trustee to whom any matter is referred because of the officer’s knowledge of and familiarity
with the matter, and a Responsible Person of the Administrator;
|
(c) |
for the Master Collateral Agent or the Owner Trustee, an officer in the Corporate Trust Office of the Master Collateral Agent or the Owner Trustee, respectively, including each vice president,
assistant vice president, secretary, assistant secretary or other officer customarily performing functions similar to those performed by those officers listed above, and any officer of the Master Collateral
|
Agent or the Owner Trustee, as applicable, to whom any matter is referred because of the officer’s knowledge of and familiarity with the matter, and in each case, having direct responsibility for
the administration of the Transaction Documents to which it is a party; and
|
(d) |
for any Indenture Trustee, an officer in the Corporate Trust Office of such Indenture Trustee, including each vice president, assistant vice president, secretary, assistant secretary or other
officer customarily performing functions similar to those performed by those officers listed above, and any officer of such Indenture Trustee to whom any matter is referred because of the officer’s knowledge of and familiarity with the
matter, and in each case, having direct responsibility for the administration of the related Indenture and other Series Related Documents to which it is a party.
|
(a) |
the sum, with respect to each Group Series of the product of (i) the Discount Rate for such Series, times (ii) the Series Invested Amount for such Series;
|
(b) |
the aggregate Series Invested Amount for all Group Series.
|
ARTICLE I
|
USAGE AND DEFINITIONS
|
1
|
Section 1.1
|
Usage and Definitions
|
1
|
ARTICLE II
|
ORGANIZATION OF TRUST
|
1
|
Section 2.1
|
Name
|
1
|
Section 2.2
|
Maintenance of Office or Agency
|
1
|
Section 2.3
|
Purposes and Powers
|
2
|
Section 2.4
|
Appointment of Owner Trustee
|
4
|
Section 2.5
|
Contribution and Transfer of Trust Property
|
4
|
Section 2.6
|
Declaration of Trust
|
4
|
Section 2.7
|
Limitations on Liability
|
4
|
Section 2.8
|
Title to Trust Property
|
5
|
Section 2.9
|
Location of Trust
|
5
|
Section 2.10
|
Depositor’s Representations and Warranties
|
5
|
Section 2.11
|
Tax Matters
|
6
|
ARTICLE III
|
CERTIFICATES AND TRANSFER OF INTERESTS
|
7
|
Section 3.1
|
The Certificates
|
7
|
Section 3.2
|
Execution, Authentication and Delivery of Certificates
|
8
|
Section 3.3
|
Registration of Transfer and Exchange of Certificates
|
8
|
Section 3.4
|
Mutilated, Destroyed, Lost or Stolen Certificate
|
10
|
Section 3.5
|
[Reserved]
|
10
|
Section 3.6
|
Persons Deemed Certificateholders
|
10
|
Section 3.7
|
Access to List of Certificateholders’ Names and Addresses
|
10
|
Section 3.8
|
Regarding the Certificate
|
11
|
Section 3.9
|
Initial Registration of Certificates
|
11
|
Section 3.10
|
Increases and Decreases in the Class B Certificate Principal Balance and the Beneficial Interest of the Class A Certificate
|
11
|
Section 3.11
|
Appointment of Certificate Paying Agent
|
12
|
ARTICLE IV
|
APPLICATION OF TRUST PROPERTY
|
12
|
Section 4.1
|
Application of Trust Property
|
12
|
Section 4.2
|
Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others
|
14
|
ARTICLE V
|
OWNER TRUSTEE’S AUTHORITY AND OBLIGATIONS
|
14
|
Section 5.1
|
General Authority
|
14
|
Section 5.2
|
General Obligations
|
14
|
Section 5.3
|
Action Requiring Prior Notice
|
15
|
Section 5.4
|
Action by the Certificateholders with Respect to Certain Matters
|
16
|
Section 5.5
|
Action for Bankruptcy
|
16
|
Section 5.6
|
Action on Administrator’s Instruction
|
17
|
Section 5.7
|
No Obligations or Actions Except as Stated in Transaction Documents and Other Series Related Documents or Instructions
|
17
|
Section 5.8
|
Prohibition on Some Actions
|
17
|
Section 5.9
|
Action Not Required
|
17
|
Section 5.10
|
Inspection of Owner Trustee; Access to Records
|
18
|
Section 5.11
|
Furnishing of Documents
|
19
|
Section 5.12
|
Reporting of Receivables; Reacquisition or Acquisition Demands
|
19
|
ARTICLE VI
|
OWNER TRUSTEE
|
19
|
Section 6.1
|
Acceptance of Trusts
|
19
|
Section 6.2
|
Limitations on Liability
|
19
|
Section 6.3
|
Reliance; Advice of Counsel; Use of Agents
|
21
|
Section 6.4
|
Not Acting in Individual Capacity
|
22
|
Section 6.5
|
Owner Trustee May Own Credit Extensions
|
22
|
Section 6.6
|
Owner Trustee’s Representations and Warranties
|
22
|
Section 6.7
|
Obligation to Update Disclosure
|
23
|
Section 6.8
|
Anti-Money Laundering
|
23
|
Section 6.9
|
Persons Deemed Beneficial Owners and Control Parties
|
24
|
ARTICLE VII
|
COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE
|
24
|
Section 7.1
|
Owner Trustee’s Fees and Expenses
|
24
|
Section 7.2
|
Indemnification of Owner Trustee
|
24
|
Section 7.3
|
Organizational Expenses of Trust
|
25
|
ARTICLE VIII
|
TERMINATION
|
25
|
Section 8.1
|
Termination of Trust Agreement and Trust
|
25
|
ARTICLE IX
|
SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
|
26
|
Section 9.1
|
Eligibility Requirements for Owner Trustee
|
26
|
Section 9.2
|
Resignation or Removal of Owner Trustee
|
27
|
Section 9.3
|
Successor Owner Trustee
|
27
|
Section 9.4
|
Merger or Consolidation; Transfer of Assets
|
28
|
Section 9.5
|
Appointment of Separate Trustee or Co-Trustee
|
28
|
Section 9.6
|
Compliance with Delaware Statutory Trust Act
|
29
|
ARTICLE X
|
OTHER AGREEMENTS
|
30
|
Section 10.1
|
Limitation on Rights of Others
|
30
|
Section 10.2
|
No Petition
|
30
|
Section 10.3
|
Restrictions on the Certificateholders’ Power
|
30
|
Section 10.4
|
Class A Certificateholder Controls
|
30
|
Section 10.5
|
Optional Redemption of Notes
|
30
|
ARTICLE XI
|
MISCELLANEOUS
|
31
|
Section 11.1
|
Amendments
|
31
|
Section 11.2
|
Benefit of Agreement
|
33
|
Section 11.3
|
Notices
|
33
|
Section 11.4
|
GOVERNING LAW
|
33
|
Section 11.5
|
Exclusive Jurisdiction
|
33
|
Section 11.6
|
WAIVER OF JURY TRIAL
|
34
|
Section 11.7
|
Severability
|
34
|
Section 11.8
|
Headings
|
34
|
Section 11.9
|
Counterparts
|
34
|
Section 11.10
|
No Recourse
|
34
|
Section 11.11
|
Intent of the Parties; Reasonableness
|
34
|
Section 11.12
|
Electronic Signatures
|
35
|
EXHIBIT A
|
Form of Certificate of Trust
|
A‑1
|
EXHIBIT B-1
|
Form of Class A Certificate
|
B‑1-1
|
EXHIBIT B-2
|
Form of Class B Certificate
|
B‑2-1
|
EXHIBIT C
|
Form of Transferee Representation Letter
|
C‑1
|
EXHIBIT D
|
Form of Transferor Representation Letter
|
D‑1
|
VERIZON ABS II LLC,
|
||
as Depositor
|
||
By:
|
|
|
Name:
|
||
Title:
|
||
WILMINGTON TRUST, NATIONAL ASSOCIATION,
|
||
as Owner Trustee
|
||
By:
|
|
|
Name:
|
||
Title:
|
VERIZON MASTER TRUST
|
||
By:
|
Wilmington Trust, National Association, not
|
|
in its individual capacity but solely as
|
||
Owner Trustee
|
||
By:
|
_________________________________
|
|
Authorized Signatory
|
WILMINGTON TRUST, NATIONAL
|
||
ASSOCIATION, not in its individual capacity but
|
||
solely as Owner Trustee
|
||
By:
|
_________________________________
|
|
Authorized Signatory
|
VERIZON MASTER TRUST
|
||
By:
|
Wilmington Trust, National Association, not
|
|
in its individual capacity but solely as
|
||
Owner Trustee
|
||
By:
|
_________________________________
|
|
Authorized Signatory
|
Acquisition Date
|
Amount of Class B Certificate Principal Balance Increase
|
Amount of Class B Certificate Principal Balance Decrease
|
Ending Class B Certificate Principal Balance
|