0000929638-22-001270.txt : 20220804 0000929638-22-001270.hdr.sgml : 20220804 20220804163837 ACCESSION NUMBER: 0000929638-22-001270 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20220802 0001836995 0001175215 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20220804 DATE AS OF CHANGE: 20220804 ABS ASSET CLASS: Other FILER: COMPANY DATA: COMPANY CONFORMED NAME: Verizon ABS II LLC CENTRAL INDEX KEY: 0001836995 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 232259884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-253034 FILM NUMBER: 221137281 BUSINESS ADDRESS: STREET 1: ONE VERIZON WAY CITY: BASKING RIDGE STATE: NJ ZIP: 07920 BUSINESS PHONE: 212-395-1000 MAIL ADDRESS: STREET 1: ONE VERIZON WAY CITY: BASKING RIDGE STATE: NJ ZIP: 07920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Verizon Master Trust CENTRAL INDEX KEY: 0001844964 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 866471965 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-253034-01 FILM NUMBER: 221137282 BUSINESS ADDRESS: STREET 1: C/O WILMINGTON TRUST, NA STREET 2: 1100 NORTH MARKET STREET CITY: WILMINGTON STATE: DE ZIP: 19890-1605 BUSINESS PHONE: 866-829-1928 MAIL ADDRESS: STREET 1: C/O WILMINGTON TRUST, NA STREET 2: 1100 NORTH MARKET STREET CITY: WILMINGTON STATE: DE ZIP: 19890-1605 8-K 1 vzmt2022-6_8k.htm CURRENT REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported):  August 2, 2022
 
VERIZON MASTER TRUST
(Exact name of Issuing Entity as specified in its charter)
Commission File Number: 333-253034-01
Central Index Key: 0001844964
 
VERIZON ABS II LLC
(Exact name of Depositor/Registrant as specified in its charter)
Central Index Key: 0001836995
 

Delaware
333-253034
23-2259884
(State or Other Jurisdiction of Incorporation of Registrant)
(Commission File Number of Registrant)
(IRS Employer Identification No. of Registrant)

CELLCO PARTNERSHIP
(Exact name of Sponsor as specified in its charter)
Central Index Key: 0001175215

One Verizon Way
Basking Ridge, New Jersey
07920
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code: (212) 395-1000
 
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 

 [   ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 

 [   ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 

 [   ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 

 [   ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Not applicable
  
Not applicable
  
Not applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company     [    ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
[    ]



Item 1.01
Entry into a Material Definitive Agreement.
 
On or about August 11, 2022, Verizon Master Trust (the “Trust”) will issue (i) Class A Asset-Backed Notes with an initial note balance of $479,240,000; (ii) Class B Asset-Backed Notes with an initial note balance of $41,430,000; and (iii) Class C Asset-Backed Notes with an initial note balance of $19,250,000.  This Current Report on Form 8-K is being filed to file executed copies of the Underwriting Agreement and the Depositor Certification and forms of the Indenture, Series 2022-6 Account Control Agreement, Amended and Restated Asset Representations Review Agreement, EU/UK Risk Retention Agreement and Omnibus Amendment No. 2 to the Master Collateral Agency and Intercreditor Agreement and the Amended and Restated Trust Agreement (as listed below) to be executed.
 
Item 9.01.
Financial Statements and Exhibits.


(a)
Not applicable.


(b)
Not applicable.


(c)
Not applicable.


(d)
Exhibits:


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
_________

* Previously filed on Form 8-K on May 25, 2021.
** Previously filed on Form 8-K on November 4, 2021.
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

 
VERIZON ABS II LLC
       
       
 
By:  
/s/ Kee Chan Sin
   
Name:  
Kee Chan Sin
   
Title:
Chief Financial Officer


Date:  August 4, 2022
 
 EX-1.1 2 exhibit1-1.htm UNDERWRITING AGREEMENT

Exhibit 1.1
EXECUTION VERSION
 
 

 
 
 
VERIZON MASTER TRUST
 
$479,240,000 SERIES 2022-6 ASSET BACKED NOTES
 
UNDERWRITING AGREEMENT
 

 






August 2, 2022
 
BofA Securities, Inc.,
as an Underwriter and as a Representative
of the several Underwriters set forth
on Schedule I hereto
One Bryant Park Floor 11
New York, New York 10036

SMBC Nikko Securities America, Inc.
as an Underwriter and as a Representative
of the several Underwriters set forth
on Schedule I hereto
277 Park Avenue, 5th Floor
New York, NY 10172

TD Securities (USA) LLC
as an Underwriter and as a Representative
of the several Underwriters set forth
on Schedule I hereto
1 Vanderbilt Avenue, 11th Floor
New York, NY 10017

Wells Fargo Securities, LLC
as an Underwriter and as a Representative
of the several Underwriters set forth
on Schedule I hereto
550 S Tryon Street, 5th Floor
Charlotte, NC 28202

Ladies and Gentlemen:
 
SECTION 1.  Introduction. Verizon Master Trust (the “Trust”) proposes to issue $479,240,000 principal amount of its 3.67% Series 2022-6 Class A Notes (the “Class A Notes”), $41,430,000 principal amount of its 3.91% Series 2022-6 Class B Notes (the “Class B Notes”) and $19,250,000 principal amount of its 4.16% Series 2022-6 Class C Notes (the “Class C Notes” and together with the Class A Notes and the Class B Notes, the “Notes”). The Trust proposes to sell the Class A Notes in the amounts as set forth on Schedule I to the several underwriters (each, an “Underwriter”), for whom BofA Securities, Inc., SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC are acting as representatives (collectively, the “Representatives”). The Depositor (as defined below) or an affiliate thereof intends to retain the Class B Notes and Class C Notes on the Closing Date. The Class A Notes are hereinafter referred to as the “Underwritten Notes”. The Notes will be issued pursuant to an Indenture to be dated as of the Closing Date (the “Indenture”), between the Trust and U.S. Bank Trust Company, National Association, as indenture trustee (in such capacity, the “Indenture Trustee”) and note paying agent.  The assets of the Trust include, among other things, certain device payment plan agreements transferred to the Trust before, and from time to time
 
after, the Closing Date (as defined below) (the “Receivables”).  The Receivables and related property have been transferred, and from time to time after the Closing Date, will be transferred to the Trust pursuant to a Transfer and Servicing Agreement, dated as of May 25, 2021, as amended by that certain Omnibus Amendment No. 1, dated as of November 4, 2021 (the “Omnibus Amendment”), among the Trust, the Depositor (as defined below), Verizon Wireless (as defined below), the Master Collateral Agent (as defined below), the Additional Transferor (as defined below) and the various originators from time to time party thereto (the “Transfer and Servicing Agreement”) among the Trust, Verizon ABS II LLC (the “Depositor”) and Cellco Partnership d/b/a Verizon Wireless (“Verizon Wireless” or the “Sponsor”), as servicer (in such capacity, the “Servicer”), as marketing agent (in such capacity, the “Marketing Agent”) and as custodian.  The Depositor acquired and will acquire the Receivables and related property pursuant to the terms of (i) the Originator Receivables Transfer Agreement, dated as of May 25, 2021, as amended by the Omnibus Amendment (the “Originator Receivables Transfer Agreement”) between the Depositor and the various originators from time to time party thereto and (ii) the Additional Transferor Receivables Transfer Agreement, dated as of May 25, 2021, as amended by the Omnibus Amendment (the “Additional Transferor Receivables Transfer Agreement”) among the Depositor, the Servicer and Verizon DPPA Master Trust (the “Additional Transferor”).  In addition, the Servicer services and will service the Receivables pursuant to the Transfer and Servicing Agreement and has agreed to perform certain administrative tasks on behalf of the Trust pursuant to the Administration Agreement, dated as of May 25, 2021 (the “Administration Agreement”) between the Trust and Verizon Wireless, as administrator.  Furthermore, Verizon Communications Inc. (“Verizon”) entered into a Parent Support Agreement, acknowledged and agreed to by the Depositor, the Trust and the Master Collateral Agent (as defined below), dated as of May 25, 2021 and has guaranteed the payment obligations of the Originators and Verizon Wireless, in its capacities as Servicer and Marketing Agent.  The Trust has contracted for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an amended and restated asset representations review agreement, to be dated as of August 11, 2022 (the “Asset Representations Review Agreement”) among the Trust, the Servicer and Pentalpha Surveillance LLC, as asset representations reviewer (the “Asset Representations Reviewer”).  Collections on and proceeds of the Receivables are designated to different Groups under the Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021, as amended by the Omnibus Amendment and the Second Omnibus Amendment (as defined below), among the Trust, Verizon Wireless, as Servicer, U.S. Bank Trust Company, National Association, as master collateral agent (in such capacity, the “Master Collateral Agent”), and the Creditor Representatives from time to time party thereto (the “Master Collateral Agreement”). Furthermore, the Originators will make certain representations, warranties and covenants to the Trust and the Depositor in connection with the EU Securitization Regulation Rules (as defined therein) and UK Securitization Regulation Rules (as defined therein) pursuant to an EU/UK Risk Retention Agreement, to be dated as of August 11, 2022 (the “Risk Retention Agreement”), among the Originators, the Trust and the Depositor.  Collections on and proceeds of the Receivables designated to Group 1 (as such term is defined in the Indenture) will be applied to make payments on the Notes.  Any reference to Receivables in this Agreement will refer to the Receivables designated to Group 1.
 
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The Trust was formed by the Depositor pursuant to a trust agreement and is governed by the Amended and Restated Trust Agreement (the “Trust Agreement”), dated as of May 25, 2021 between the Depositor and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”), as amended by that certain Omnibus Amendment No. 2, to be dated as of August 11, 2022 (the “Second Omnibus Amendment”), among the Trust, the Master Collateral Agent, the Owner Trustee, Verizon DPPA True-up Trust, the Depositor and Verizon Wireless. The Class A Certificate and the Class B Certificate (collectively, the “Certificates”), representing the equity interest in the Trust, were issued to the Depositor pursuant to the Trust Agreement and are held by the Depositor and the nominee of the Originators, which nominee is also the sole equityholder of the Additional Transferor.
 
Capitalized terms used but not otherwise defined in this Underwriting Agreement (this “Agreement”) are defined in Appendix A to the Master Collateral Agreement or in the Indenture, as applicable, or if not defined therein, then as defined in the Prospectus (as defined below).  As used herein, the term “Transaction Documents” refers to the Transfer and Servicing Agreement, the Indenture, the Originator Receivables Transfer Agreement, the Additional Transferor Receivables Transfer Agreement, the Trust Agreement, the Parent Support Agreement, the Master Collateral Agreement, the Group 1 Supplement to the Master Collateral Agreement, the Marketing Agent Agency Agreement, the Account Control Agreement, the Series 2022-6 Account Control Agreement, the Administration Agreement, the Asset Representations Review Agreement, the Depository Agreement and the Risk Retention Agreement.
 
At or prior to the time and date when the first Contract of Sale (as defined below) for the Underwritten Notes was entered into by the Underwriters, which was 3:04 p.m. (New York time) on August 2, 2022 (the “Time of Sale”), the Depositor had prepared (i) the preliminary prospectus, dated July 28, 2022 (subject to completion), filed with the Commission on July 28, 2022 pursuant to and in accordance with Rule 424(h) under the Act (“Rule 424(h)”) (the “Preliminary Prospectus”) and (ii) a free writing prospectus, dated July 28, 2022, and filed with the Commission on July 28, 2022 pursuant to Rule 433 (the “Ratings Free Writing Prospectus” and, together with the Preliminary Prospectus and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Act of 1933, as amended (the “Securities Act”), the “Time of Sale Information”).  If, subsequent to the Time of Sale and prior to the Closing Date, such Time of Sale Information includes an untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading and the Underwriters terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act) (“Contracts of Sale”) and enter into new Contracts of Sale with investors in the Underwritten Notes, then the “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contract of Sale in an amended preliminary prospectus approved by Verizon Wireless, the Depositor and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.
 
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The Notes will be offered pursuant to the prospectus dated August 2, 2022 (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”) relating to the Notes.
 
SECTION 2.  Representations and Warranties.   As a condition of the several obligations of the Underwriters to purchase the respective principal amount of each class of the Underwritten Notes set forth opposite the name of such Underwriter on Schedule I, Verizon Wireless makes the representations and warranties set forth below to each of the Representatives and each of the Underwriters on and as of the date hereof.
 
(i) A shelf registration statement on Form SF‑3 (Registration No. 333-253034), including a form of prospectus, relating to the Notes has been filed with the Securities and Exchange Commission (the “Commission”) on February 12, 2021, as amended by Pre-Effective Amendment No. 1 on April 5, 2021, has been declared effective under the Securities Act, and is not proposed to be amended.
 
For purposes of this Agreement, “Effective Time” with respect to the registration statement means, the date and time as of which such registration statement, or the most recent post‑effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or became effective upon filing pursuant to Rule 462(c).  “Effective Date” with respect to the registration statement means the date of the Effective Time thereof.
 
The registration statement, as amended at its Effective Time, including all information incorporated by reference and deemed to be a part of such registration statement as of the Effective Time of such registration statement (if any) pursuant to Rule 430D under the Securities Act (“Rule 430D”), is hereinafter referred to as the “Registration Statement”.  Prior to the Time of Sale, the Depositor had prepared the Time of Sale Information.
 
Any reference herein to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 10 of Form SF‑3, which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Preliminary Prospectus or the Prospectus, as the case may be; and any reference in this Agreement to documents and schedules and other information which is “contained,” “included,” “stated,” “described” or “referred to” in the Registration Statement, Preliminary Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such documents and schedules and other information, which is or is deemed to be incorporated by reference in the Registration Statement, Preliminary Prospectus or the Prospectus, as the case may be.

(ii) (A) On the Effective Date of the Registration Statement, the Registration Statement complied and (B) on the date of this Agreement, the Registration Statement complies in all material respects with the requirements of the Securities Act and the rules

- 4 -
and regulations of the Commission promulgated under the Securities Act (the “Rules and Regulations”), and at such times did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading; provided, however, that Verizon Wireless does not make any representation or warranty with respect to (A) any statements or omissions made in reliance upon and in conformity with information furnished to Verizon Wireless by or on behalf of the Underwriters specifically for use in the preparation thereof which information consists solely of the information set forth in the fifth and sixth paragraphs under the heading “Underwriting” in the Prospectus (the “Underwriters’ Information”) or (B) that part of the Registration Statement which shall constitute a Statement of Qualification under the Trust Indenture Act of 1939, as amended (the “1939 Act”) on Form T-1 (the “Form T-1”) of any Indenture Trustee.
 
(iii) The Preliminary Prospectus, as of its date, and the Time of Sale Information, as of the Time of Sale, did not, and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that Verizon Wireless does not make any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with the Underwriters’ Information.
 
(iv) At the time of the filing of the Prospectus pursuant to Rule 424(b), the Prospectus did conform, and as of the Closing Date, the Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations, and did not, or will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that Verizon Wireless does not make any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with the Underwriters’ Information.
 
(v) Since the respective dates of the Time of Sale Information there has not been any material adverse change in the business, business prospects, properties, financial condition or results of operations of Verizon Wireless and its subsidiaries, including the Depositor and the Trust, taken as a whole, other than as set forth or contemplated in the Preliminary Prospectus and the Prospectus or otherwise disclosed in writing to the Representatives prior to the date hereof.
 
(vi) Other than the Time of Sale Information, certain Intex.cdi files relating to the Receivables, the Prospectus, the Bloomberg Screen filed with the Commission as a free writing prospectus (as defined in Rule 405 under the Securities Act) on August 2, 2022 (the “Bloomberg Screen”), the Trust (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act), including any
 
- 5 -
document or other material which would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) that would be required to be filed with the Commission, that constitutes an offer to sell or solicitation of any offer to buy the Underwritten Notes.
 
(vii) The Indenture has been duly qualified under the 1939 Act.
 
(viii)    Each of the Ratings Free Writing Prospectus and the Bloomberg Screen contained a legend substantially in the form of and in compliance with Rule 433(c)(2)(i) of the Securities Act, and shall otherwise conform to any requirements for “free writing prospectuses” under the Securities Act.
 
(ix) The conditions to the use of a registration statement on Form SF-3 under the Securities Act, as set forth in the Registrant Requirements under General Instruction I.A., and the conditions of Rule 415 under the Securities Act, have been satisfied with respect to the Registration Statement. The conditions to the offering of the Notes on Form SF-3 under the Securities Act, as set forth in the Transaction Requirements under General Instruction I.B., will be satisfied as of the Closing Date with respect to the Registration Statement.  No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or threatened by the Commission. The Depositor has paid the registration fee for the Notes in accordance with Rule 456 of the Securities Act.
 
(x) The documents incorporated by reference in the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto (other than documents filed by Persons other than the Depositor), when they became or become effective under the Securities Act or were or are filed with the Commission under the Exchange Act, as the case may be, complied and will comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder.
 
(xi) Neither the Trust nor the Depositor is required to register under the Investment Company Act of 1940, as amended (the “Investment Company Act”).  The Trust will rely on an exclusion or exemption from the definition of “investment company” under the Investment Company Act contained in Section 3(c)(5) under the Investment Company Act, although additional exclusions or exemptions may also be available to the Trust.  The Trust is structured so as not to constitute a “covered fund” under Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder.
 
(xii) None of the Trust, the Depositor or Verizon Wireless has received an order from the Commission, any state securities commission or any foreign government or agency thereof preventing or suspending the offering of the Underwritten Notes, and to the best knowledge of Verizon Wireless, no such order has been issued and no proceedings for that purpose have been instituted.
 
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(xiii)    Other than as contemplated by this Agreement or as disclosed in the Preliminary Prospectus and in the Prospectus, there is no broker, finder or other party that is entitled to receive from the Depositor or any of its Affiliates, any brokerage or finder’s fee or other fee or commission as a result of any of the transactions contemplated by this Agreement.
 
(xiv)    The issuance of the Notes and sale of the Underwritten Notes have been duly authorized by all necessary trust action of the Trust and, when executed, authenticated and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement and the Indenture, the Notes will be valid and binding obligations of the Trust, enforceable in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and to general principles of equity.
 
(xv) Each of the Depositor and Verizon Wireless has been duly formed and is validly existing as a limited liability company or general partnership, as applicable, in good standing under the law of its jurisdiction of formation with full limited liability company or general partnership power, as the case may be, and authority to own, lease and operate its properties and assets and conduct its business as described in the Preliminary Prospectus and the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be in good standing would not have a material adverse effect on the ability of Verizon Wireless to perform its obligations under this Agreement and the ability of the Depositor or Verizon Wireless to perform its respective obligations under the Transaction Documents or on the consummation of the transactions as contemplated by the Transaction Documents (a “Material Adverse Effect”), and has full limited liability company or general partnership power, as the case may be, and authority to execute and perform its obligations under this Agreement and the Transaction Documents to which it is a party, as applicable.
 
(xvi)    The execution and delivery of this Agreement and the Transaction Documents to which the Depositor or Verizon Wireless, as applicable, is a party (i) have been duly authorized by all necessary limited liability company or general partnership action of the Depositor or Verizon Wireless, as applicable, (ii) have been (with respect to this Agreement) and have been or will be (with respect to the Transaction Documents) duly executed and delivered by the Depositor and Verizon Wireless, as applicable, and (iii) assuming due authorization, execution and delivery by the other parties thereto, will be legal, valid and binding agreements of the Depositor and Verizon Wireless, as applicable, enforceable against the Depositor or Verizon Wireless in accordance with their respective terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and to general principles of equity.
 
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(xvii)   The execution, delivery and performance by Verizon Wireless of this Agreement and each of the Depositor and Verizon Wireless of each of the Transaction Documents to which it is a party, the issuance of the Notes and sale of the Underwritten Notes pursuant to this Agreement (subject to obtaining any consents or approvals as may be required under the securities or “blue sky” laws to various jurisdictions), and the consummation of the other transactions herein contemplated did not or do not, as applicable:
 
(1) require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, except consents or filings that have been obtained or made or as may be required under the securities or “blue sky” laws of various jurisdictions,
 
(2) conflict with or result in a breach or violation or acceleration of, or constitute a default under, any of their respective organizational documents, or any material indentures, mortgages, deeds of trust, leases or other agreements or instruments to which any of them is a party or by which any of them or their properties is bound,
 
(3) result in a violation of or contravene the terms of any statute, governmental order or regulation applicable to any of them, or
 
(4) result in the creation of any Lien upon any of their respective properties or assets (other than pursuant to the Transaction Documents),
 
except where any failure to obtain consent or make any filing or any such conflict, breach, default, violation, contravention or creation would not have a Material Adverse Effect.
 
(xviii)   Neither the Depositor nor Verizon Wireless is in violation of any term or provision of its governing documents, or in breach of or in default under any statute or any judgment, decree, order, rule or regulation of any court or other Governmental Authority or any arbitrator applicable to the Depositor or Verizon Wireless, the consequence of which violation, breach or default would have a Material Adverse Effect.
 
(xix)   Each of the Depositor and Verizon Wireless possesses all consents, licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, the absence of which would have a Material Adverse Effect, and none of the Depositor or Verizon Wireless has received any notice of proceedings relating to the revocation or suspension of any such license, certificate, authorization or permit which, singly or in the aggregate, would be reasonably expected to have a Material Adverse Effect.

(xx) No legal or governmental proceedings are pending (or, to the knowledge of Verizon Wireless, threatened) against the Depositor or Verizon Wireless except for such
 
- 8 -
proceedings that would not be reasonably expected to, singly or in the aggregate, have a Material Adverse Effect.
 
(xxi)   No default exists, and no event has occurred which, with notice or lapse of time or both, would constitute a default in the due performance and observance of any term, covenant or condition of any material indenture, mortgage, deed of trust, lease or other material agreement or instrument to which the Depositor or Verizon Wireless is a party or by which the Depositor or Verizon Wireless or any of its respective properties is bound, the consequence of which default would have a Material Adverse Effect.
 
(xxii)   The Transaction Documents, the Notes and the Certificates conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and in the Prospectus.
 
(xxiii)   Each of the Trust’s, the Depositor’s and Verizon Wireless’ representations and warranties in the Transaction Documents are true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case such representation or warranty is true and correct in all respects) as of the date they are given therein and will be true and correct in all material respects on the Closing Date, and such representations and warranties are incorporated herein by reference.
 
(xxiv)   None of the Depositor, Verizon Wireless or any of their Affiliates has entered into, nor will it enter into, any contractual arrangement with respect to the distribution of the Underwritten Notes except for this Agreement.
 
(xxv)   The Notes, when duly and validly executed by the Indenture Trustee, authenticated and delivered in accordance with the Indenture, and with respect to the Underwritten Notes, when delivered and paid for pursuant hereto, will be validly issued and outstanding and entitled to the benefits of the Indenture.  As of the Closing Date, the Trust’s pledge of (x) Receivables to the Master Collateral Agent pursuant to the Master Collateral Agreement has vested in the Master Collateral Agent and (y) the Series 2022-6 Collateral to the Indenture Trustee pursuant to the Indenture will vest in the Indenture Trustee, in each case, for the benefit of the Noteholders, a valid security interest therein, subject to no prior lien, mortgage security interest, pledge, adverse claim, charge or other encumbrance, except as may be permitted by the Transaction Documents or any other Series Related Documents.
 
(xxvi)   The Certificates are validly issued and outstanding and entitled to the benefits of the Trust Agreement.
 
(xxvii)   Any taxes, fees and other governmental charges due on or prior to the Closing Date (including, without limitation, sales taxes) in connection with the execution, delivery and performance of this Agreement and the Transaction Documents and the issuance of the Notes have been or will have been paid at or prior to the Closing Date.
 
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(xxviii)  None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the Underwritten Notes) will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System.
 
(xxix)    The Depositor was not, on the date on which the first bona fide offer of the Underwritten Notes sold pursuant to this Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Securities Act.
 
(xxx)    Verizon, on behalf of the Depositor and the Trust, has executed and delivered a written representation to each Rating Agency that it will take the actions specified in paragraphs (a)(3)(iii)(A) through (E) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”), and it has complied, and has caused the Depositor and the Trust, to comply, with each such representation; provided, that no failure to comply with any such representation shall constitute a breach of this clause (xxx) if (x) it would not have a material adverse effect on the Underwritten Notes or (y) arises from a breach by any Underwriter of Section 4(a)(ix) hereof.  Verizon Wireless is the party responsible for compliance with Rule 17g-5 in connection with the issuance and monitoring of the credit ratings of the Notes.
 
(xxxi)    None of the Trust, the Depositor or Verizon Wireless has engaged any third-party to provide “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) relating to the Notes.  The Trust or Verizon Wireless has complied with Rule 15Ga-2 under the Exchange Act with respect to any “third-party due diligence report” (as defined in Rule 15Ga-2 under the Exchange Act) obtained, other than any breach arising from a breach by any Underwriter of the representation, warranty and covenant set forth in Section 4(a)(xi) hereof.
 
(xxxii)    Verizon Wireless has complied as of the date hereof and will comply as of the Closing Date, and is the appropriate entity to comply, with all requirements imposed on the “sponsor of a securitization transaction” in accordance with the final rules contained in Regulation RR, 17 C.F.R. §246.1, et seq. as in effect on the applicable date (the “Credit Risk Retention Rules”) in the manner described in the Preliminary Prospectus under the heading “Credit Risk Retention.”  Verizon DPPA True-up Trust, as a majority-owned affiliate of Verizon Wireless, will retain the required economic interest in the credit risk of the Receivables in satisfaction of the Sponsor’s obligations under the Credit Risk Retention Rules in the form of a qualifying “seller’s interest,” equal not less than 5% of the aggregate unpaid principal balance of all outstanding investor ABS interests in Group 1, as wholly offset by the percentage represented by the fair value of the Class R Interest, as Series EHRI, of the fair value of all outstanding ABS interests in Series 2022-6 on the Closing Date.

(xxxiii)  The Depositor has complied with Rule 193 of the Securities Act in connection with the offering of the Underwritten Notes.
 
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SECTION 3.  Purchase, Sale and Delivery of Underwritten Notes.  (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust the respective principal amount of each class of the Underwritten Notes set forth opposite the name of such Underwriter on Schedule I, at a purchase price (the “Purchase Price”) equal to the product of “Price %” as specified on Schedule II hereto and the principal amount of the Underwritten Notes set forth opposite the name of such Underwriter on Schedule I.  Delivery of and payment for the Underwritten Notes shall be made at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178, at or about 11:00 a.m. (New York time) on August 11, 2022 (or at such other place and time on the same or other date as shall be agreed to in writing by the Representatives and the Trust, the “Closing Date”).  Delivery of one or more global notes representing the Underwritten Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Trust.  The global notes to be so delivered shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”).  The interests of beneficial owners of the Underwritten Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes representing the Underwritten Notes will be available only under limited circumstances, as described in the Prospectus.
 
(b) The Trust hereby acknowledges that the payment of monies pursuant to Section 3(a) hereof (a “Payment”) by or on behalf of the Underwriters of the aggregate Purchase Price for the Underwritten Notes does not constitute closing of a purchase and sale of the Underwritten Notes.  Only the execution and delivery, by electronic mail, verbal confirmation or otherwise, of a receipt for Underwritten Notes by the Representatives, prior to the cut-off time for DTC settlement on the Closing Date, indicates completion of the closing of a purchase of the Underwritten Notes from the Trust.  Furthermore, in the event that the Underwriters make a Payment to the Trust prior to the completion of the closing of a purchase of Underwritten Notes, the Trust hereby acknowledges that until the Representatives execute and deliver such receipt for the Underwritten Notes prior to the cut-off time for DTC settlement on the Closing Date, the Trust will not be entitled to the Payment and the Trust shall return the Payment to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand.  In the event that the closing of a purchase of Underwritten Notes is not completed and the Payment is not returned by the Trust to the Underwriters on the same day the Payment was received by the Trust, the Trust agrees to pay to the Underwriters in respect of each day the Payment is not returned by it, in same-day funds, interest on the amount of such Payment in an amount representing the Underwriters’ cost of financing as reasonably determined by the Representatives.
 
(c) It is understood that any Representative or any Underwriter, individually, may (but shall not be obligated to) make Payments on behalf of any Underwriter or Underwriters for any of the Underwritten Notes to be purchased by such Underwriter or Underwriters.  No such Payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

SECTION 4.  Offering by Underwriters.  Upon the authorization by the Representatives of the release of the Underwritten Notes, the several Underwriters propose to offer the
 
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Underwritten Notes for sale upon the terms and conditions set forth in this Agreement and the Prospectus.
 
(a) Each Underwriter, severally and not jointly, represents, warrants, covenants and agrees with the Trust and Verizon Wireless that:
 
(i) other than the Preliminary Prospectus and the Prospectus, it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Underwritten Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of Verizon Wireless and the Depositor; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of Verizon Wireless, the Depositor or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (a) information included in the Time of Sale Information, to the extent it has already been filed with the Commission in the Preliminary Prospectus or the Ratings Free Writing Prospectus, (b) information customarily included in confirmations of sales of securities and notices of allocations, (c) certain Intex.cdi files relating to the Receivables that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus previously filed with the Commission, (d) information contemplated by Rule 134 under the Securities Act, (e) the Bloomberg Screen or (f) preliminary pricing information or information regarding status of subscriptions that does not contain any Issuer Information (each such other written communication enumerated in this Section 4(a)(i), an “Underwriter Free Writing Prospectus”).  As used herein, the term “Issuer Information” means any information of the type specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information.  As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter;
 
(ii) each Underwriter Free Writing Prospectus (taken as a whole, together with the Time of Sale Information and the Prospectus) prepared by it will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Underwritten Notes, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that no Underwriter makes such representation, warranty or agreement to the extent such untrue statements or omissions were made in reliance upon and in conformity with information contained in the Preliminary Prospectus or the Prospectus or any written information
 
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furnished to the related Underwriter by Verizon Wireless or the Depositor specifically for use therein which information was not corrected by information subsequently provided by Verizon Wireless or the Depositor to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus;
 
(iii) each Underwriter Free Writing Prospectus prepared by it shall contain a legend substantially in the form of and in compliance with Rule 433(c)(2)(i) of the Securities Act;
 
(iv) each Underwriter Free Writing Prospectus prepared by it shall be delivered to Verizon Wireless and the Depositor no later than the time of first use and, unless otherwise agreed to by Verizon Wireless and the Depositor and the related Underwriter, such delivery shall occur no later than 5:00 p.m. (Eastern Time) on the date of first use (which shall be no earlier than the time that the Preliminary Prospectus is filed with the Commission); provided, however, if the date of first use is not a Business Day, such delivery shall occur no later than 5:00 p.m. (Eastern Time) on the first Business Day preceding such date of first use;
 
(v) none of the information in each Underwriter Free Writing Prospectus will conflict with the information then contained in the Registration Statement or any prospectus that is a part thereof;
 
(vi) such Underwriter will comply with all applicable legal requirements of the Securities Act and the Rules and Regulations with respect to the generation and use of Underwriter Free Writing Prospectuses in connection with the offering of the Underwritten Notes, including any applicable restrictions on broad dissemination;
 
(vii) it did not enter into any Contract of Sale for any Underwritten Notes prior to the Time of Sale;
 
(viii)   it has not and will not violate any applicable securities laws, or other applicable law in its offer or sale of any of the Underwritten Notes within the United States or any other country or their respective territories or possessions;
 
(ix) it has not provided as of the date of this Agreement, and covenants with Verizon Wireless that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), orally or in writing, any Rating Information without the same being provided to or communicated to Verizon Wireless to be posted to the website maintained by Verizon Wireless in connection with Rule 17g-5.  For purposes of this paragraph, “Rating Information” means any information, written or oral, provided to a nationally recognized statistical rating organization that would be material to the determination of the initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C));
 
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(x) it represents and agrees that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Underwritten Notes, deliver the Time of Sale Information to each investor to whom Underwritten Notes are sold by it during the period prior to the filing of the Prospectus (as notified to the Underwriters by the Depositor), prior to the consummation of any sale with respect to such investor;
 
(xi) it has not engaged any person to provide third-party “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) with respect to the transaction contemplated by this Agreement; and
 
(xii) it hereby makes the representations and agrees to the statements contained in Annex A hereto.
 
(b) It is understood that the several Underwriters propose to offer the Underwritten Notes for sale to the public as set forth in the Preliminary Prospectus and the Prospectus.  If the Prospectus specifies an initial public offering price or a method by which the price at which such Underwritten Notes are to be sold, then after the Underwritten Notes are released for sale to the public, the Underwriters may vary from time to time the public offering price, selling concessions and reallowances to dealers that are members of the Financial Industry Regulatory Authority and other terms of sale hereunder and under such selling arrangements.
 
(c) Prior to the Closing Date, the Representatives shall notify Verizon Wireless and the Depositor of (i) the date or dates on which the Preliminary Prospectus and the Ratings Free Writing Prospectus are first used and (ii) the time of the first Contract of Sale to which such Preliminary Prospectus relates.
 
(d) If Verizon Wireless, the Depositor or an Underwriter determines or becomes aware that any “written communication” (as defined in Rule 405 under the Securities Act) (including without limitation the Preliminary Prospectus) or oral statement (when considered in conjunction with all information conveyed at the time of the Contracts of Sale) made or prepared by the Depositor, Verizon Wireless or such Underwriter contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading at the time that a Contract of Sale was entered into, the Depositor, Verizon Wireless or such Underwriter, as applicable, may prepare corrective information, with notice to the other parties and such Underwriter shall deliver such information in a manner reasonably acceptable to both parties, to any person with whom a Contract of Sale was entered into based on such written communication or oral statement, and such information shall provide any such person with the following:
 
(i) adequate disclosure of the contractual arrangement;
 
(ii) adequate disclosure of the person’s rights under the existing Contract of Sale at the time termination is sought;
 
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(iii) adequate disclosure of the new information that is necessary to correct the misstatements or omissions in the information given at the time of the original Contract of Sale; and
 
(iv) a meaningful ability to elect to terminate or not to terminate the prior Contract of Sale and to elect to enter into or not enter into a new Contract of Sale.
 
SECTION 5.  Covenants of Verizon Wireless.  Verizon Wireless covenants and agrees with the Underwriters:
 
(a) To furnish to the Representatives copies of each Registration Statement as originally filed and each amendment thereto (in each case at least one of which will include all exhibits) and to furnish to the Underwriters as many copies of the Preliminary Prospectus and the Prospectus and all amendments and supplements to such documents, in each case as soon as practicable and in such quantities as the Underwriters reasonably request; provided that the Prospectus shall be furnished no later than the second Business Day preceding the Closing Date.  Verizon Wireless will pay the expenses of printing, reproducing and distributing to the Underwriters all such documents.
 
(b) To advise the Representatives (i) promptly, in writing, of any proposal to amend or supplement the Registration Statement as filed, the Preliminary Prospectus or the Prospectus and to not effect any such amendment or supplement to which the Representatives shall reasonably object; and to also advise the Representatives promptly of any amendment or supplement of the Prospectus, (ii) of any request by the Commission for any amendment of or supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus or for any additional information, (iii) of the effectiveness of any amendment of or supplement to the Registration Statement, or of any amendment of or supplement to the Preliminary Prospectus or the Prospectus, (iv) the issuance by the Commission or, if the Depositor or Verizon Wireless has any knowledge thereof, by any authority administering any applicable Laws, of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Underwritten Notes or any prevention or suspension of the effectiveness of the Registration Statement or the use of the Preliminary Prospectus or the Prospectus or any proceedings or examinations that may lead to such an order or communication, as soon as practicable after the Depositor or Verizon Wireless, as applicable, is advised thereof.
 
(c) If, during the period in which the Prospectus is required by federal securities law or regulation (in the opinion of counsel for the Representatives) to be delivered in connection with sales by any Underwriter or dealer, any event shall have occurred as a result of which the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary or desirable during such same period to amend or supplement the Prospectus, to notify the Representatives and promptly prepare (subject to the Representatives’ prior review pursuant to Section 5(b)), at its own expense, an amendment or supplement which will correct such statement or omission, or an amendment which
 
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will effect such compliance; provided, that prior review by the Representatives will not be required to file an amendment or supplement under this Section 5(c) if Verizon Wireless or the Depositor receives an opinion of counsel that such amendment is required to comply with the Securities Act.  Upon the Representatives’ request, Verizon Wireless will prepare and furnish, or will cause the Depositor to prepare and furnish, without charge to each Underwriter as many electronic copies as any of the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance.  Neither the Underwriters’ consent to, nor the Underwriters’ distribution of, any amendment or supplement to the Prospectus shall constitute a waiver of any of the conditions set forth in Section 7 hereof.
 
(d) Verizon Wireless will use, or will cause the Trust to use, its best efforts to arrange for the qualification of the Underwritten Notes for offering and sale in each jurisdiction as the Representatives shall reasonably request including, but not limited to, pursuant to applicable state securities or “blue sky” laws of certain states of the United States of America or other U.S. jurisdictions so designated, and Verizon Wireless shall maintain, or shall cause the Trust to maintain, such qualifications in effect for so long as may be necessary in order to complete the placement of the Underwritten Notes; provided, however, that neither Verizon Wireless nor the Trust shall be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.  Verizon Wireless will promptly advise, or will cause the Trust to promptly advise, the Representatives of the receipt by Verizon Wireless or the Trust, as applicable, of any notification with respect to the suspension of the qualification of the Underwritten Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
 
(e) Verizon Wireless will cause the Trust to cooperate with the Representatives and use its best efforts to permit the Underwritten Notes (and if requested by Verizon Wireless, the other Notes) to be eligible for clearance and settlement through DTC.
 
(f) Verizon Wireless shall (i) furnish or make available to the Underwriters or their counsel such additional documents and information regarding Verizon Wireless, the Depositor and their respective affairs as the Underwriters may from time to time reasonably request prior to the Closing Date in connection with its due diligence efforts regarding information in the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or their advisors, or both, prior to acceptance of its subscription, the opportunity to ask questions of, and receive answers with respect to such matters.
 
(g) From the date hereof until the Closing Date, Verizon Wireless shall not, or cause the Depositor to, without the prior written consent of the Representatives, directly or indirectly, offer, sell or contract to sell or announce the offering of, in a public or private transaction, any other asset-backed securities similar to the Underwritten Notes.
 
(h) Until the retirement of the Underwritten Notes, Verizon Wireless shall not, or cause the Trust or the Depositor to, be or become an open-end investment company, unit investment
 
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trust, closed-end investment company or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act.
 
(i) Until the retirement of the Underwritten Notes, or until none of the Underwriters maintains a secondary market in the Underwritten Notes, whichever occurs first, Verizon Wireless shall cause the Servicer to and the Servicer shall deliver to each of the Underwriters, through the Representatives, to the extent not otherwise available from any publicly available source, the annual certificate of compliance and the annual statement of a firm of independent public accountants furnished to the Indenture Trustee pursuant to the Transaction Documents, as soon as such statements and reports are furnished to the Indenture Trustee.
 
(j) So long as any of the Underwritten Notes are outstanding, Verizon Wireless shall, or shall cause the Depositor to, deliver to each of the Underwriters, through the Representatives: (i) all documents distributed to Noteholders, (ii) copies of all documents required to be filed with the Commission pursuant to the Exchange Act, or any order of the Commission thereunder and (iii) from time to time, any other information concerning Verizon Wireless, the Depositor or the Trust as the Underwriters may reasonably request only insofar as such information reasonably relates to the Prospectus or the transactions contemplated by the Transaction Documents; provided, however, that neither Verizon Wireless nor the Depositor shall be obligated to provide copies of any of the foregoing items specified in this clause (j) if they are filed with the Commission on EDGAR or otherwise available through a Commission website.
 
(k) On or before the Closing Date, to the extent applicable, Verizon Wireless shall have caused its computer records, and shall have caused the Depositor to have caused its computer records, in each case, relating to the Trust Property to be marked to show the Trust’s ownership of the Receivables, and from and after the Closing Date Verizon Wireless shall not take, or cause the Depositor to take, any action inconsistent with the Trust’s ownership of the Receivables, other than as permitted by the Transaction Documents.
 
(l) To the extent, if any, that any of the ratings assigned to the Notes by any of the rating agencies that initially rate the Notes are conditional upon the furnishing of documents or the taking of any other actions by the Depositor or Verizon Wireless, as the case may be, Verizon Wireless shall use, or shall cause the Depositor to use, its best efforts to furnish, or cause to be furnished, such documents and take any such other actions as promptly as possible.
 
(m) To comply in all material respects with the representation made by it to each Rating Agency pursuant to paragraph (a)(3)(iii) of Rule 17g-5.
 
(n) Neither Verizon Wireless nor any of its Affiliates, including the Depositor, nor any person acting on their behalf, will disseminate to any potential investor any information relating to the Underwritten Notes that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Time of Sale Information and the Prospectus, unless the Depositor or Verizon Wireless, as applicable, has obtained the prior consent of the Representatives.
 
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(o) Verizon Wireless will cause the Depositor to file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b) and to advise the Representatives promptly of any such filing pursuant to Rule 424(b) or deemed effectiveness pursuant to Rule 462.
 
(p) Verizon Wireless will cause the Depositor to file the certifications and the Transaction Documents necessary to satisfy the conditions for the offering of the Underwritten Notes under Form SF-3 in the manner and within the time required by the General Instructions to Form SF-3.
 
SECTION 6.  Payment of Expenses.  Verizon Wireless will pay all expenses incident to the performance of its obligations and the obligations of the Depositor and the Trust with respect to the transactions contemplated by this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 8 hereof, including: (a) the preparation of the Registration Statement as originally filed, and the preparation and printing of the Preliminary Prospectus and the Prospectus and each amendment or supplement thereto and delivery of copies thereof to the Underwriters, (b) the preparation of this Agreement, (c) the preparation, issuance and delivery of the Underwritten Notes to the Underwriters (or any appointed clearing organizations), (d) the fees and disbursements of Verizon Wireless’, the Depositor’s and the Trust’s accountants, (e) the qualification of the Underwritten Notes under state securities laws including filing fees and the reasonable fees and disbursements of counsel to the Underwriters in connection therewith and in connection with the preparation of any “blue sky” survey (including the printing and delivery thereof to the Underwriters), (f) any fees charged by rating agencies for the rating (or consideration of the rating) of the Underwritten Notes, (g) the fees and expenses incurred with respect to any filing with, and review by, DTC or any similar organizations, (h) the fees and disbursements of the Indenture Trustee and its counsel, if any, (i) the fees and disbursements of the Owner Trustee and its counsel, if any, (j) the fees and expenses of Morris James LLP, Delaware counsel to the Trust, (k) the fees and expenses of Verizon Wireless’ and the Depositor’s counsel and (l) the fees and disbursements of the Asset Representations Reviewer and its counsel, if any. To the extent that the transactions contemplated by this Agreement are consummated, Verizon Wireless shall only pay the fees and expenses described in clauses (a) through (l); provided that Verizon Wireless shall only be responsible for the reimbursement of expenses of the Representatives or the Underwriters set forth in clauses (a) through (l) to the extent that such expenses are incurred in accordance with Verizon’s expense reimbursement policies, a copy of which was previously delivered to the Representatives.  Other than as specifically set forth in this Section 6, none of Verizon Wireless, the Depositor or the Trust is responsible for any out-of-pocket expenses of the Representatives or the Underwriters in connection with the offering of the Underwritten Notes.  Notwithstanding the foregoing, if for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated (other than (i) as a result of any Underwriter’s breach under Section 4 of this Agreement or (ii) pursuant to Section 8 or Section 10 hereof), Verizon Wireless will reimburse the Representatives and the Underwriters for all reasonable out-of-pocket expenses incurred by them in connection with the offering of the Underwritten Notes; provided that such expenses are incurred in accordance with Verizon’s expense reimbursement policies, a copy of which was previously delivered to the Representatives.
 
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SECTION 7.  Conditions of the Obligations of the Underwriters.  The several obligations of the Underwriters to purchase and pay for the Underwritten Notes will be subject to the accuracy of the representations and warranties made herein, to the performance by Verizon Wireless of its obligations hereunder, and to the following additional conditions precedent:
 
(a) On or before the Closing Date, each of the Transaction Documents shall have been duly authorized, executed and delivered by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Owner Trustee and the Indenture Trustee shall have received a fully conformed copy of the Notes and Certificates, and the Notes shall have been duly executed and delivered by the Trust and duly authenticated by the Indenture Trustee.  The Transaction Documents and the Notes shall be substantially in the forms heretofore provided to the Representatives.
 
(b) On or before the Closing Date, the Underwriters shall have received letters, dated as of the date of the Preliminary Prospectus and Prospectus, respectively, of a nationally recognized independent accounting firm acceptable to the Representatives, substantially in the form of the drafts to which the Representatives have agreed previously and otherwise substantially in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.
 
(c) The Prospectus and any supplements thereto shall have been filed (if required) with the Commission in accordance with the Rules and Regulations; and, before the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of Verizon Wireless or the Underwriters, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law.
 
(d) Since the respective dates as of which information is given in the Preliminary Prospectus and the Prospectus there shall not have been any material adverse change in the business, business prospects, properties, financial condition, or results of operations of Verizon Wireless and its subsidiaries, including the Depositor and the Trust, taken as a whole, other than as set forth or contemplated in the Preliminary Prospectus and the Prospectus or otherwise disclosed in writing to the Representatives prior to the date hereof.
 
(e) The Underwriters shall have received an opinion or opinions of in-house counsel to the Depositor and Verizon Wireless, addressed to the Underwriters, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters.
 
(f) The Underwriters shall have received an opinion or opinions (which may be in the form of a reaffirmation opinion, as agreed to by the Representatives and counsel to the Underwriters) of Morgan, Lewis & Bockius LLP, special counsel to the Depositor, Verizon Wireless and the Trust, addressed to the Representatives, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters, addressing (i) corporate, enforceability and securities law matters, (ii) the enforceability of the Notes, (iii) certain true sale and nonconsolidation bankruptcy matters, (iv) bankruptcy proceedings of Verizon Wireless with respect to preference matters, (v) bankruptcy proceedings of Verizon Wireless and
 
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the impact of Current Upgrade Offers, (vi) certain security interest matters and (vii) certain United States federal income tax matters.
 
(g) The Underwriters shall have received one or more negative assurance letters of Morgan, Lewis & Bockius LLP, counsel to the Trust, the Depositor and Verizon Wireless, addressed to the Underwriters, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters.
 
(h) The Underwriters shall have received an opinion or opinions, addressed to the Underwriters, of Richards, Layton & Finger, P.A., counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters.
 
(i) The Underwriters shall have received an opinion or opinions, addressed to the Underwriters, of Morris James LLP, counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters.
 
(j) The Underwriters shall have received an opinion or opinions, addressed to the Underwriters, of Morris James LLP, special Delaware counsel for the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters.
 
(k) The Underwriters shall have received an opinion or opinions, addressed to the Underwriters, of Morris James LLP, special Delaware counsel to the Depositor, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters.
 
(l) The Underwriters shall have received an opinion or opinions, addressed to the Underwriters, of Morris James LLP, special Delaware counsel to the Additional Transferor, dated as of the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters.
 
(m) The Underwriters shall have received an opinion or opinions, addressed to the Underwriters, of Bass, Berry & Sims PLC, counsel to the Asset Representations Reviewer, dated the Closing Date, and satisfactory in form and substance to the Representatives and counsel to the Underwriters.
 
(n) The Underwriters shall have received one or more negative assurance letters of Mayer Brown LLP, counsel for the Underwriters, addressed to the Underwriters.
 
(o) The Underwriters shall have received copies of each opinion of counsel delivered to any rating agency, together with a letter addressed to the Underwriters, dated the Closing Date, to the effect that the Representatives and the Underwriters may rely on each such opinion to the same extent as though such opinion was addressed to each as of its date.
 
(p) The Underwriters shall have received certificates dated the Closing Date of any one of the President, Chief Financial Officer, any Vice President, the Controller, the Treasurer or
 
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Assistant Treasurer of the Depositor and Verizon Wireless in which such officer shall state that: (A) the representations and warranties made by or on behalf of such entity contained in the Transaction Documents and this Agreement are true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case such representation or warranty is true and correct in all respects), that such party has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements on or before the Closing Date in all material respects (except to the extent any such agreement or condition is already qualified by materiality, in which case such agreement or condition has been complied with or satisfied, as applicable, in all respects), (B) since the date of this Agreement there has not occurred any material adverse change in the business, business prospects, properties, financial condition or results of operations of the Trust, the Depositor or Verizon Wireless, other than as set forth or contemplated in the Preliminary Prospectus and the Prospectus or otherwise disclosed in writing to the Representatives and (C) there are no actions, proceedings or investigations to which the Depositor or Verizon Wireless is a party or that are, to such party’s knowledge after due inquiry, threatened before any court, administrative agency or other tribunal having jurisdiction over Verizon Wireless or the Depositor, (i) asserting the invalidity of this Agreement, any Transaction Document or the Notes, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (iii) which would reasonably be expected to have a Material Adverse Effect or (iv) seeking adversely to affect the federal income tax attributes of the Notes as described in the Prospectus or the Preliminary Prospectus under the heading “U.S. Federal Income Tax Consequences.”
 
(q) The Representatives shall have received evidence reasonably satisfactory to the Representatives and counsel to the Underwriters that, on or before the Closing Date, UCC-1 financing statements, have been or are being filed in all applicable governmental offices reflecting (A) the transfer of the interest of the Originators in the related Receivables, and the proceeds thereof to the Depositor pursuant to the Originator Receivables Transfer Agreement, (B) the transfer of the interest of the Additional Transferor in the related Receivables and the proceeds thereof to the Depositor pursuant to the Additional Transferor Receivables Transfer Agreement, (C) the transfer of the interest of the Depositor in the Originator Receivables Transfer Agreement, the Additional Transferor Receivables Transfer Agreement, the Receivables and the proceeds thereof to the Trust pursuant to the Transfer and Servicing Agreement, (D) the grant by the Trust to the Master Collateral Agent under the Master Collateral Agreement of a security interest in the interest of the Trust in the Transfer and Servicing Agreement, the Receivables and the proceeds thereof and (E) the grant by the Trust to the Indenture Trustee under the Indenture of a security interest in the Series 2022-6 Collateral.
 
(r)    The Class A Notes shall have been rated at least AAA (sf) by S&P Global Ratings (“S&P”) and at least AAA sf by Fitch Ratings, Inc. (“Fitch”). The Class B Notes shall have been 
 
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rated at least AA (sf) by S&P and at least AA+ sf by Fitch. The Class C Notes shall have been rated at least A+ (sf) by S&P and at least A+ sf by Fitch.
 
(s) The Underwriters shall have received, from each of Verizon Wireless, Verizon, the Originators and the Depositor, a certificate executed by a secretary or assistant secretary thereof (or the equivalent) to which shall be attached certified copies of the: (i) formation and governing documents, (ii) applicable resolutions and (iii) designation of incumbency of each such entity. The Underwriters shall have received, from the Trust, a certified copy of the certificate of formation and an executed copy of the trust agreement evidencing formation of the trust.
 
(t) The Representatives shall have received evidence of any required Lien releases to be filed or recorded (immediately following the Closing Date) with respect to the Permitted Liens affecting the Receivables from all applicable creditors of Verizon Wireless, in form and substance satisfactory to the Representatives and counsel to the Underwriters.
 
(u) All representations and warranties made by or on behalf of Verizon Wireless and the Depositor in the Transaction Documents to which each is a party are true and correct in all material respects as of the Closing Date.
 
(v) The Representatives shall have received a certificate, dated the Closing Date, signed by an authorized officer or any Vice President of the Indenture Trustee, in which such officer shall state that the information contained in the Form T-1 for the Indenture Trustee is true and accurate as of its filing with the Commission.
 
Verizon Wireless will provide or cause to be provided to the Underwriters conformed copies of such opinions, certificates, letters and documents as the Underwriters or counsel to the Underwriters reasonably request.
 
SECTION 8.  Termination.  This Agreement shall be subject to termination in the sole discretion of the Representatives by notice to Verizon Wireless and the Trust given on or prior to the Closing Date in the event that on or prior to the Closing Date, (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited or minimum prices shall have been established by or on, as the case may be, the Commission or the New York Stock Exchange; (b) a general moratorium on commercial banking activities shall have been declared by either federal or New York State authorities; (c) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe; (d) there shall have occurred (i) an outbreak or material escalation of hostilities between the United States and any foreign power, (ii) an outbreak or material escalation of any other insurrection or armed conflict involving the United States, (iii) the declaration of a national emergency by the United States, or (iv) any other calamity or crisis; or (e) any change in or affecting the Receivables or particularly the business or properties of the Trust, the Depositor or Verizon Wireless shall have occurred which, in the judgment of the Representatives, materially impairs the investment quality of the Underwritten Notes and, in the sole judgment of the Representatives, the effect of any such circumstance described above makes it impractical or inadvisable to proceed with the offering or the delivery of the Underwritten Notes
 
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as contemplated by the Prospectus, as amended as of the date hereof.  Termination of this Agreement pursuant to this Section 8 shall be without liability of any party to any other party except for the liability of Verizon Wireless in relation to expenses as provided in Section 6 hereof, the indemnity provided in Section 9 hereof and any liability arising before or in relation to such termination.
 
SECTION 9.  Indemnification and Contribution.
 
(a) Verizon Wireless shall indemnify and hold harmless each Underwriter, the directors, officers, employees, agents and Affiliates of each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities (including, without limitation, any reasonable legal or other expenses incurred by any Underwriter in connection with defending or investigating such action or claim), joint or several, to which such Underwriter, director, officer, employee, agent, Affiliate or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, to the extent such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:
 
(i) any untrue statement or alleged untrue statement of any material fact contained in the Intex.cdi files relating to the Receivables, the Bloomberg Screen, the Registration Statement, the Time of Sale Information or the Prospectus or any amendment or supplement thereto (taken as a whole, together with the Time of Sale Information and the Prospectus), or
 
(ii) with respect to the Registration Statement, the Time of Sale Information or the Prospectus or any amendment or supplement thereto (taken as a whole, together with the Time of Sale Information and the Prospectus), the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading,
 
and shall reimburse, as incurred, each such indemnified party for any legal or other costs or expenses reasonably incurred by it in connection with investigating, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, that Verizon Wireless will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Time of Sale Information or the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with the Underwriters’ Information; provided, further, that Verizon Wireless shall not be liable to any Underwriter or any of the directors, officers, employees and agents and Affiliates of an Underwriter and each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, with respect to any loss, claim, damage or liability that results from the fact that such Underwriter sold Underwritten Notes to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, if delivery thereof was required, a copy of the Prospectus as then amended or supplemented, whichever is
 
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most recent, if Verizon Wireless or the Depositor has previously furnished copies thereof to such Underwriter within a reasonable time period prior to such confirmation; provided, further, that the foregoing indemnity with respect to the Time of Sale Information or the Prospectus shall not inure to the benefit of an Underwriter (or to the benefit of the person controlling such Underwriter) from whom the person asserting any such losses, liabilities, claims, damages or expenses purchased the Underwritten Notes if such untrue statement or omission or alleged untrue statement or omission made in such Time of Sale Information or the Prospectus is eliminated or remedied in a Corrected Prospectus delivered to such Underwriter prior to the Time of Sale of such Underwritten Notes to such person and a copy of the Corrected Prospectus shall not have been furnished to such person at or prior to such Time of Sale.  The indemnity provided for in this Section 9 shall be in addition to any liability which Verizon Wireless may otherwise have.
 
(b) Each Underwriter shall, severally and not jointly, indemnify and hold harmless Verizon Wireless, each of its directors, officers, employees, agents and Affiliates and each person, if any, who controls Verizon Wireless within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities (including, without limitation, any reasonable legal or other expenses incurred by any of them in connection with defending or investigating such action or claim), joint or several, to which Verizon Wireless or any such director, officer, employee, agent, Affiliate or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, to the extent such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (A) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or in any Underwriter Free Writing Prospectus, or (B) the omission or the alleged omission to state in the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or in any Underwriter Free Writing Prospectus, a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading, in each case to the extent, but (i) with respect to the Preliminary Prospectus and the Prospectus, only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ Information and (ii) with respect to any Underwriter Free Writing Prospectus, only to the extent that any such loss, claim, damage or liability arises out of or is based upon any statement in or omission from each Underwriter Free Writing Prospectus other than any statements in or omission from such Underwriter Free Writing Prospectus in reliance upon and in conformity with (A) any written information furnished to the related Underwriter by Verizon Wireless expressly for use therein, (B) information accurately extracted from the Preliminary Prospectus or Prospectus, which information was not corrected by information subsequently provided by Verizon Wireless to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus or (C) Issuer Information (except for information regarding the status of the subscriptions for the Notes).  Each Underwriter shall, severally and not jointly, reimburse, as incurred, each such indemnified party for any legal or other costs or expenses reasonably incurred by it in connection with investigating, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or any action in respect thereof.  The
 
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remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.
 
(c) In case any Proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to paragraph (a) or (b) of this Section 9, such person (for purposes of this paragraph (c), the “indemnified party”) shall, promptly after receipt by such party of notice of the commencement of such action, notify the person against whom such indemnity may be sought (for purposes of this paragraph (c), the “indemnifying party”), but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 9.  In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (which may be counsel to such indemnifying party if otherwise reasonably acceptable to the indemnified party); provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be one or more legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties.  After notice from the indemnifying party to such indemnified party of its election so to assume the defense of any such action and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under this Section 9 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that in connection with such action the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel in each applicable local jurisdiction) in any one action or separate but substantially similar actions arising out of the same general allegations or circumstances, designated in writing by the Representatives in the case of paragraph (a) of this Section 9, representing the indemnified parties under such paragraph (a) who are parties to such action or actions), (ii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party, (iii) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (iv) the indemnifying party has elected to assume the defense of such Proceeding but has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified parties.  All fees and expenses reimbursed pursuant to this paragraph (c) shall be reimbursed as they are incurred.  After such notice from the indemnifying party to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of such action effected by such indemnified party without the consent of the indemnifying party.  No indemnifying party shall, without the written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any
 
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indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party, unless such settlement (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
 
(d) In circumstances in which the indemnity agreement provided for in the preceding paragraphs of this Section 9 is unavailable or insufficient, for any reason, to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof), each indemnifying party, in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the offering of Underwritten Notes or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations.  The relative benefits received by Verizon Wireless on the one hand and the Underwriters on the other hand shall be deemed to be in the same respective proportions as the total proceeds from the offering of the Underwritten Notes (net of total fees, discounts and commissions received by the Underwriters (the “Spread”) and before deducting expenses) received by Verizon Wireless (including for such purpose, the value of the Certificates) bear to the Spread.  The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by Verizon Wireless or the Underwriters, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission, and any other equitable considerations appropriate in the circumstances.  Verizon Wireless and the Underwriters agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to above in this paragraph (d).  Notwithstanding any other provision of this paragraph (d), no Underwriter shall be obligated to contribute hereunder any amount, in the aggregate, in excess of the amount by which the Spread received by such Underwriter in connection with the initial offering of such Underwritten Notes exceeds the aggregate amount of any damages that such Underwriter has otherwise been required to pay in respect of the same or any substantially similar claim, and no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The Underwriters’ obligations to contribute hereunder are several in proportion to their respective principal amount of Underwritten Notes they have purchased hereunder, and not joint.  For purposes of this paragraph (d), each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each director, officer, employee, agent and Affiliate of an Underwriter shall have the
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same rights to contribution as such Underwriter, and each director or partner, officer, employee, agent and Affiliate of Verizon Wireless, and each person, if any, who controls Verizon Wireless within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as Verizon Wireless.
 
SECTION 10.  Defaults by an Underwriter.  If any one or more Underwriter(s) fail(s) to purchase and pay for any of the class of Underwritten Notes agreed to be purchased by such Underwriter(s) hereunder as set forth opposite the name of such Underwriter on Schedule I, and such failure constitutes a default in the performance of its or their obligations under this Agreement, the remaining Underwriter(s) shall be obligated severally to take up and pay for (in the respective proportions that the amount of Underwritten Notes of such class set forth opposite their names in Schedule I bears to the aggregate amount of Underwritten Notes of such class set forth opposite the names of all the remaining Underwriter(s)) the Underwritten Notes of such class that the defaulting Underwriter(s) agreed but failed to purchase; provided, however, that if the aggregate principal amount of Underwritten Notes of such class that the defaulting Underwriter(s) agreed but failed to purchase exceeds 10% of the aggregate principal amount of the class of Underwritten Notes agreed to be purchased, such non-defaulting Underwriter(s) shall have the right to purchase all of the Underwritten Notes of such class (in the respective proportions that the amount of the Underwritten Notes of such class set forth opposite their names in Schedule I bears to the aggregate amount of Underwritten Notes of such class set forth opposite the names of all of the remaining Underwriter(s)) but shall not be under any obligation to purchase any of the Underwritten Notes of such class, and, if such non-defaulting Underwriter(s) does not purchase all of the remaining Underwritten Notes of such class, each of the Trust and Verizon Wireless shall have the right, within the succeeding 24 hours, to make arrangements satisfactory to the remaining Underwriter(s) for the purchase of such Underwritten Notes, including by retaining such Underwritten Notes for Verizon Wireless’ or an Affiliate’s own account or locating another Underwriter, satisfactory to the remaining Underwriter(s), to purchase such remaining Underwritten Notes.  If such non-defaulting Underwriter(s) does not purchase all the Underwritten Notes and either the Trust or Verizon Wireless does not make arrangements satisfactory to the remaining Underwriter(s) for purchase of the Underwritten Notes, this Agreement will terminate without liability to any non-defaulting Underwriter.  In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding seven days, as the remaining Underwriter(s), the Trust and Verizon Wireless shall determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected.  Nothing contained in this Agreement shall relieve any defaulting Underwriter(s) of any liability to the Trust, Verizon Wireless, their Affiliates and any non-defaulting Underwriter(s) for damages occasioned by its default hereunder.
 
SECTION 11.  Obligations Solely Contractual in Nature.  Each of the Trust and Verizon Wireless acknowledges and agrees that the Underwriters’ responsibility to the Trust and Verizon Wireless is solely contractual in nature, that the Underwriters have acted at arms’ length and are not agents of the Trust or Verizon Wireless, that the Underwriters shall owe the Trust and Verizon Wireless only those duties and obligations set forth in this Agreement and none of the Underwriters or their Affiliates shall be acting in a fiduciary or advisory capacity, or otherwise owe any fiduciary
 
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or advisory duty, to the Trust, Verizon Wireless or any other Person in connection with the offering of the Underwritten Notes and the other transactions contemplated by this Agreement and that the Underwriters may have interests that differ from those of the Trust or Verizon Wireless.  Each of the Trust and Verizon Wireless waives to the fullest extent permitted by applicable law any claims it may have against the Underwriters arising from the alleged breach of a fiduciary duty in connection with the offering of the Underwritten Notes.  Each of the Trust and Verizon Wireless further agrees that it is not relying on any of the Underwriters for any legal, regulatory, tax, insurance or accounting advice in any jurisdiction and that the Trust and Verizon Wireless will consult with its own advisors as to such matters.
 
SECTION 12.  Notices.  Any notice or notification in any form to be given under this Agreement may be delivered in person or sent by mail or electronic transmission addressed to:
 
 
in the case of the Trust:
   
 
Verizon Master Trust
 
One Verizon Way
 
Basking Ridge, New Jersey 07920
 
Attention: Chief Financial Officer
 
E-mail: kee.chan.sin@verizon.com
 
 
in the case of Verizon Wireless:
   
 
Cellco Partnership d/b/a Verizon Wireless
 
One Verizon Way
 
Basking Ridge, New Jersey 07920
 
Attention: Vice President and Assistant Treasurer
 
E-mail: kee.chan.sin@verizon.com
   
 
in the case of the Representatives:
   
 
 
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

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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
 
Any such notice shall take effect, in the case of mail, at the time of delivery and, in the case of electronic transmission, at the time of receipt.
 
SECTION 13.  The Representatives.  Each of the Representatives represents and warrants to Verizon Wireless that it is duly authorized to enter into this Agreement.  The Representatives shall act for the several Underwriters in connection with this transaction, and any action under this Agreement taken by the Representatives will be binding upon all the Underwriters.  In all dealings hereunder, the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives.
 
SECTION 14.  Miscellaneous.
 
(a) Time shall be of the essence of this Agreement.
 
(b) The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect, the meaning or interpretation of this Agreement.
 
(c) For purposes of this Agreement, each of “subsidiary” and “Affiliate” has the meaning set forth in Rule 405 under the Securities Act.
 
(d) This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same Agreement and any party may enter into this Agreement by executing a counterpart.
 
(e) This Agreement shall inure to the benefit of and shall be binding upon the several Underwriters, Verizon Wireless, the Trust and their respective successors and legal representatives, and nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person, except that (i) the indemnities of Verizon Wireless contained in Section 9 hereof shall also be for the benefit of any person or persons who control any
 
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Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and (ii) the indemnities of the Underwriters contained in Section 9 hereof shall also be for the benefit of the directors of Verizon Wireless, the officers of Verizon Wireless and any person or persons who control Verizon Wireless within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act.  No purchaser of Underwritten Notes from any Underwriter shall be deemed a successor because of such purchase.
 
(f) The respective indemnities, agreements, representations, warranties, covenants and other statements of Verizon Wireless, its officers and the several Underwriters set forth in or made by or on behalf of them, respectively, pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation as to the results thereof and (ii) delivery of and payment for the Underwritten Notes.  The respective indemnities, agreements, covenants and other statements set forth in Section 9 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.  If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, Verizon Wireless shall remain responsible for the expenses to be paid or reimbursed pursuant to Section 6.
 
SECTION 15.  Severability.  It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought.  Accordingly, in the event that any provision of this Agreement would be held in any jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
 
SECTION 16.  Waiver of Trial by Jury.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
 
SECTION 17.  Governing Law.
 
(a) THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN, AND ALL MATTERS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS.
 
(b) Each of the parties hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby.  Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or
 
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claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party.  Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.
 
SECTION 18.  USA PATRIOT Act Notification.  Verizon Wireless acknowledges that the Underwriters are required by U.S. Federal law to obtain, verify and record information that identifies each person or corporation who opens an account or enters into a business relationship with a financial institution to help fight the funding of terrorism and money laundering activities.
 
SECTION 19.  Recognition of the U.S. Special Resolution Regimes.
 
(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
 
(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
 
(c) For purposes of this Section 19, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
 
SECTION 20.  Electronic Signatures.  Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
 
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SECTION 21.  Owner Trustee.  This Agreement has been executed on behalf of the Trust by Wilmington Trust, National Association, not in its individual capacity but solely in its capacity as Owner Trustee of the Trust.  In no event will Wilmington Trust, National Association in its individual capacity or a holder of a beneficial interest in the Trust be liable for the Trust’s obligations under this Agreement.  For all purposes under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.
 

 

 

 

 

 

 

 

 
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If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters and the Trust and Verizon Wireless.
 
 
Very truly yours,
     
     
 
VERIZON MASTER TRUST
     
 
By:  
WILMINGTON TRUST, NATIONAL
   
ASSOCIATION, not in its individual
   
capacity but solely as Owner Trustee
     
     
 
By:
/s/ Clarice Wright                                    
   
Name: Clarice Wright
   
Title:   Vice President

CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS
 
By: /s/ Kee Chan Sin                                               
      Name:  Kee Chan Sin
      Title:    Vice President and Assistant Treasurer
 

 
The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
 
BOFA SECURITIES, INC.,
on behalf of itself and as a Representative of the
several Underwriters


By: /s/ Carl W. Anderson                                       
Name: Carl W. Anderson
Title:   Managing Director
 
SMBC NIKKO SECURITIES AMERICA, INC.,
on behalf of itself and as a Representative of the
several Underwriters


By: /s/ Takashi Fueno                                            
Name: Takashi Fueno
Title:   Managing Director
 
TD SECURITIES (USA) LLC,
on behalf of itself and as a Representative of the
several Underwriters


By: /s/ Luiz Lanfredi                                              
Name:  Luiz Lanfredi
Title:    Director
 
WELLS FARGO SECURITIES, LLC,
on behalf of itself and as a Representative of the
several Underwriters


By: /s/ Austin Vanassa                                            
Name:  Austin Vanassa
Title:    Managing Directoe
 

 

 
SCHEDULE I


Underwriter
Class A
Notes
Class B
Notes
Class C
Notes
BofA Securities, Inc. 
  
$119,811,000
  
$0
  
$0
             
SMBC Nikko Securities America, Inc.
  
$95,848,000
  
 
$0
  
 
$0
             
TD Securities (USA) LLC
  
$95,848,000
  
 
$0
  
 
$0
             
Wells Fargo Securities, LLC
  
$95,848,000
  
 
$0
  
 
$0
             
CastleOak Securities, L.P.
  
$14,377,000
  
 
$0
  
 
$0
             
Samuel A. Ramirez & Company, Inc.
  
$14,377,000
  
 
$0
  
 
$0
             
Siebert Williams Shank & Co., LLC
  
$14,377,000
  
 
$0
  
 
$0
Barclays Capital Inc. 
  
$14,377,000
  
 
$0
  
 
$0
Mizuho Securities USA LLC
  
$14,377,000
  
 
$0
  
 
$0
             
Total 
  
$479,240,000
  
$0
  
$0

Sch. I-1
SCHEDULE II
 

Security
  
Original Principal Balance $
  

Price %
  

Price $
Class A Notes
  
$479,240,000
  
99.74481%
  
$478,017,027.44
 



Sch. II-1
ANNEX A
 
REPRESENTATIONS AND AGREEMENTS OF THE UNDERWRITERS
 
(a) Each Underwriter represents, warrants and agrees that:
 
(i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (“FSMA”)) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the Depositor; and
 
(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.
 
(b) Each Underwriter represents, warrants and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes to any UK retail investor in the United Kingdom. For the purposes of this provision:
 
(i) the expression “UK retail investor” means a person who is one (or more) of the following: (A) a retail client, as defined in point (8) of Article 2 of Regulation (EU) 2017/565 as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the “EUWA”); or (B) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of the domestic law of the United Kingdom by virtue of the EUWA; or (C) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation; and
 
(ii) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.
 
(c) Each Underwriter represents, warrants and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes to any EU retail investor in the European Economic Area. For the purposes of this provision:
 
(i) the expression “EU retail investor” means a person who is one (or more) of the following: (A) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (B) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)
 
Anx. A-1
of MiFID II; or (C) not a qualified investor as defined in Article 2 of the Prospectus Regulation; and
 
(ii) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.
 





 

Anx. A-2
 EX-4.2 3 exhibit4-2.htm INDENTURE
Exhibit 4.2





FORM OF INDENTURE
 


between
 


VERIZON MASTER TRUST,
as Trust
 


and
 


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Indenture Trustee and Note Paying Agent
 


Dated as of August 11, 2022
 
 
SERIES 2022-6
 



ARTICLE I
USAGE AND DEFINITIONS
1
Section 1.1
Usage and Definitions
1
Section 1.2
Incorporation by Reference of Trust Indenture Act
12
ARTICLE II
THE NOTES
12
Section 2.1
Form of Notes
12
Section 2.2
Execution, Authentication and Delivery
12
Section 2.3
Tax Treatment
13
Section 2.4
Note Register
13
Section 2.5
Registration of Transfer and Exchange
13
Section 2.6
[Reserved]
15
Section 2.7
Mutilated, Destroyed, Lost or Stolen Notes
15
Section 2.8
Persons Deemed Owners
16
Section 2.9
Payments on Notes
16
Section 2.10
Cancellation of Notes
17
Section 2.11
Release of Series 2022-6 Collateral
17
Section 2.12
Book-Entry Notes
17
Section 2.13
Definitive Notes
18
Section 2.14
Authenticating Agents
19
Section 2.15
Note Paying Agents
19
ARTICLE III
COVENANTS, REPRESENTATIONS AND WARRANTIES
19
Section 3.1
Payment of Principal, Interest and Other Amounts
19
Section 3.2
Maintenance of Office or Agency
19
Section 3.3
Money for Payments To Be Held in Trust
20
Section 3.4
Existence
21
Section 3.5
Protection of Collateral
21
Section 3.6
Performance of Obligations
22
Section 3.7
Negative Covenants
23
Section 3.8
Opinions on Collateral
23
Section 3.9
Annual Certificate of Compliance
24
Section 3.10
Successor or Transferee
24
Section 3.11
Further Acts and Documents
24
Section 3.12
Review of Trust’s Records
24
Section 3.13
Trust’s Representations and Warranties
25

-ii-
Section 3.14
Trust’s Representations and Warranties About Security Interest
26
ARTICLE IV
SATISFACTION AND DISCHARGE
27
Section 4.1
Satisfaction and Discharge of Indenture
27
ARTICLE V
EVENTS OF DEFAULT; REMEDIES
28
Section 5.1
Events of Default
28
Section 5.2
Acceleration of Maturity; Rescission
28
Section 5.3
Collection of Indebtedness by Indenture Trustee
29
Section 5.4
Trustee May File Proofs of Claim
29
Section 5.5
Enforcement of Claims Without Possession of Notes
30
Section 5.6
Remedies; Priorities
30
Section 5.7
[Reserved]
31
Section 5.8
Limitation on Suits
31
Section 5.9
Unconditional Rights to Receive Principal and Interest
32
Section 5.10
Restoration of Rights and Remedies
32
Section 5.11
Rights and Remedies Cumulative
32
Section 5.12
Delay or Omission Not a Waiver
32
Section 5.13
Control by Noteholders
32
Section 5.14
Waiver of Potential Defaults and Events of Default
33
Section 5.15
Agreement to Pay Costs
33
Section 5.16
Waiver of Stay or Extension Laws
34
Section 5.17
Performance and Enforcement of Obligations
34
ARTICLE VI
INDENTURE TRUSTEE
34
Section 6.1
Indenture Trustee’s Obligations
34
Section 6.2
Indenture Trustee’s Rights
37
Section 6.3
Indenture Trustee’s Individual Rights
38
Section 6.4
Indenture Trustee’s Disclaimer
38
Section 6.5
Notice of Potential Defaults and Notice of Payment Defaults
38
Section 6.6
Reports by Indenture Trustee
39
Section 6.7
Compensation and Indemnity
40
Section 6.8
Resignation or Removal of Indenture Trustee
41
Section 6.9
Merger or Consolidation; Transfer of Assets
42
Section 6.10
Appointment of Separate Trustee or Co-Trustee
42
Section 6.11
Eligibility
43

-iii-
Section 6.12
Inspections of Indenture Trustee
44
Section 6.13
Indenture Trustee’s Representations and Warranties
44
Section 6.14
Reporting of Receivables Reacquisition and Acquisition Demands
45
Section 6.15
Preferential Collection of Claims Against the Trust
45
ARTICLE VII
NOTEHOLDER COMMUNICATIONS AND REPORTS
45
Section 7.1
Noteholder Communications
45
Section 7.2
Reports by Trust
46
Section 7.3
Reports by Indenture Trustee
47
ARTICLE VIII
ACCOUNTS, DISTRIBUTIONS AND RELEASES
47
Section 8.1
Collection of Funds
47
Section 8.2
Series 2022-6 Accounts; Distributions
47
Section 8.3
Series 2022-6 Accounts
53
Section 8.4
Release of Series 2022-6 Collateral
55
ARTICLE IX
AMENDMENTS
56
Section 9.1
Amendments Without Consent of Noteholders
56
Section 9.2
Amendments with Consent of Controlling Class
57
Section 9.3
Execution of Amendments
58
Section 9.4
Effect of Amendment
58
Section 9.5
Reference in Notes to Supplemental Indentures
58
Section 9.6
[Reserved]
58
Section 9.7
Conformity with TIA
58
ARTICLE X
REDEMPTION OF NOTES
59
Section 10.1
Redemption
59
ARTICLE XI
OTHER AGREEMENTS
60
Section 11.1
No Petition
60
Section 11.2
[Reserved]
60
Section 11.3
Trust Orders; Certificates and Opinions
60
Section 11.4
Acts of Noteholders
62
Section 11.5
Trust Obligation
62
Section 11.6
Conflict with Trust Indenture Act
62
Section 11.7
Regulation RR Risk Retention
62
ARTICLE XII
MISCELLANEOUS
63
Section 12.1
Benefits of Indenture; Third-Party Beneficiaries
63

-iv-
Section 12.2
Notices
63
Section 12.3
GOVERNING LAW
64
Section 12.4
Submission to Jurisdiction
64
Section 12.5
WAIVER OF JURY TRIAL
64
Section 12.6
No Waiver; Remedies
64
Section 12.7
Severability
65
Section 12.8
Headings
65
Section 12.9
Counterparts
65
Section 12.10
Customer Identification Program
65
Section 12.11
[Reserved]
65
Section 12.12
Intent of the Parties; Reasonableness
65
Section 12.13
Electronic Signatures
66
Section 12.14
Class R Interest
66
Section 12.15
No Set-off
66

Exhibit A
Form of Notes
A-1
Exhibit B
Servicing Criteria to be Addressed in Assessment of Compliance
B-1







-v-
INDENTURE, dated as of August 11, 2022 (this “Indenture”), between VERIZON MASTER TRUST, a Delaware statutory trust, as issuer (the “Trust”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as indenture trustee for the benefit of the Series 2022-6 Secured Parties (in such capacity, the “Indenture Trustee”) and as note paying agent (in such capacity, the “Note Paying Agent”).
 
The Trust, U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as master collateral agent (the “Master Collateral Agent”), Cellco Partnership d/b/a Verizon Wireless, as servicer (the “Servicer”), and the Creditor Representatives from time to time party thereto entered into the Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021, as amended, pursuant to which the Trust granted a security interest in the Receivables and its other assets to the Master Collateral Agent to secure the obligations of the Trust under this Indenture and other Trust Financings.
 
Pursuant to the terms of the Master Collateral Agreement, this Indenture constitutes a Trust Financing Agreement and the Notes issued under this Indenture constitute Credit Extensions and a Trust Financing that is an Indenture Series.  The Indenture Trustee is hereby appointed as Creditor Representative for Series 2022-6, and the Indenture Trustee hereby accepts such appointment.  On or prior to the date hereof, the Indenture Trustee has executed a Creditor Representative Joinder Agreement as required by Section 3.1 of the Master Collateral Agreement.
 
The parties agree as follows:
 
GRANTING CLAUSE
 
The Trust Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Series 2022-6 Secured Parties, all of the Trust’s right, title and interest in, to and under, whether now owned or later acquired, the Series 2022-6 Collateral.
 
This Grant is made in trust to secure (a) the payment of principal of, interest on and other amounts owing on the Notes as stated in this Indenture and (b) compliance by the Trust with this Indenture for the benefit of the Series 2022-6 Secured Parties.
 
The Indenture Trustee acknowledges the Grant, accepts the trusts under this Indenture according to this Indenture and agrees to perform its duties as stated in this Indenture so that the interests of the Series 2022-6 Secured Parties may be adequately and effectively protected.
 
ARTICLE I

USAGE AND DEFINITIONS
 
Section 1.1  Usage and Definitions.  Capitalized terms used but not defined in this Indenture are defined in Appendix A to the Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021, as amended, among the Trust, the Master Collateral Agent, Cellco Partnership d/b/a Verizon Wireless, as servicer (the “Servicer”), and the Creditor Representatives from time to time party thereto or in the Group Supplement for Group 1, as applicable.  Appendix A also contains usage rules that apply to this Indenture.  Appendix A is
 
incorporated by reference into this Indenture.  As used in this Indenture, the following terms shall have the following meanings with respect to Series 2022-6 (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
 
“Accrued Note Interest” means, for a Class and a Payment Date, the sum of the Note Monthly Interest and the Note Interest Shortfall.
 
“Act” is defined, with respect to Creditor Representatives, in Section 11.3(a) of the Master Collateral Agreement, and, with respect to Noteholders, in Section 11.4(a).
 
“Additional Interest Amount” means, with respect to any class of Notes, interest accrued on such class of Notes during the related Interest Period at the related Additional Interest Rate.
 
“Additional Interest Rate” means, with respect to (i) the Class A Notes, 0.75%, (ii) the Class B Notes, 0.75% and (iii) the Class C Notes, 0.75%.
 
“Additional Series Successor Servicer Fee” means, for any Payment Date, the product of (i) the Series 2022-6 Group Allocated Percentage and (ii) the excess, if any, of (x) $425,000 over (y) the Servicing Fee.
 
“Amortization Period” means the period beginning on the Payment Date on or immediately following the occurrence of a Series 2022-6 Amortization Event and ending on the Final Maturity Date or an earlier date on which the Notes are paid in full.
 
“Anticipated Redemption Date” means the Payment Date occurring in July 2025.
 
“Authenticating Agent” has the meaning stated in Section 2.14(a) of the Indenture.
 
“Class” means the Class A Notes, the Class B Notes and the Class C Notes, as applicable.
 
“Class A Notes” means the $479,240,000 Class A 3.67% Asset Backed Notes issued by the Trust, substantially in the form of Exhibit A to this Indenture.
 
“Class B Notes” means the $41,430,000 Class B 3.91% Asset Backed Notes issued by the Trust, substantially in the form of Exhibit A to this Indenture.
 
“Class C Notes” means the $19,250,000 Class C 4.16% Asset Backed Notes issued by the Trust, substantially in the form of Exhibit A to this Indenture.
 
“Class R Interest” means the uncertificated interest in Series 2022-6 representing the right to receive all distributions to the “Class R Interest” pursuant to this Indenture.
 
“Class R Interest Holder” means the Person registered as the holder of the Class R Interest on the Trust Register.
 
“Closing Date” means August 11, 2022.
 
“Collection Period” means, with respect to any Payment Date, the immediately preceding calendar month.
 
2
“Controlling Class” means (a) the Outstanding Class A Notes, (b) if no Class A Notes are Outstanding, the Outstanding Class B Notes and (c) if no Class B Notes are Outstanding, the Outstanding Class C Notes.
 
“Corporate Trust Office” means, for the Indenture Trustee, the office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered which office on the date of the execution of the Indenture is located at:
 
(1) solely for the purposes of transfer, surrender, exchange or presentation for final payment:
 
EP-MN-WS2N
111 Fillmore Avenue East
St. Paul, MN 55107,
Attn: Bondholder Services/ Verizon Master Trust Series 2022-6

and (2) for all other purposes:
 
MK-IL-SL7C
190 South LaSalle Street
Chicago, Illinois 60603
Attention: Global Structured Finance/ Verizon Master Trust Series 2022-6
Fax: (312) 332-7992
 
or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders, the Servicer, the Master Collateral Agent and the Owner Trustee, or the principal corporate trust office of any successor Indenture Trustee (the address of which the successor Indenture Trustee will notify the Noteholders, the Servicer, the Master Collateral Agent and the Owner Trustee).
 
“Creditor Representative” means, with respect to Series 2022-6, the Indenture Trustee.

“Debt Opinion” means one or more written tax opinions from counsel (which counsel shall be reasonably satisfactory to the Trust, the Owner Trustee and the Indenture Trustee) to the effect that the Later-Sold Notes will be characterized as debt for U.S. federal income tax purposes.
 
“Delinquency Trigger Percentage” means 5.0%.
 
“Depository Agreement” means the letter of representations for the Notes, dated August 11, 2022, by the Trust in favor of The Depository Trust Company.
 
“Discount Rate” means, with respect to Series 2022-6, the Series 2022-6 Discount Rate.
 
“Distribution Account” means the account established with the Note Paying Agent for the purpose of holding and making distributions of Series 2022-6 Available Funds.
 
“Earliest Redemption Date” means the Payment Date occurring in August 2023.
 
3
“Eligible Receivable” means, with respect to Series 2022-6, a Group 1 Receivable that is a Series 2022-6 Eligible Receivable.
 
“FATCA Information” has the meaning stated in Section 3.3(e).

“FATCA Withholding Tax” has the meaning stated in Section 3.3(e).
 
“Final Maturity Date” means, for (i) the Class A Notes, the Payment Date in January 2029, (ii) the Class B Notes, the Payment Date in January 2029 and (iii) the Class C Notes, the Payment Date in January 2029.
 
“First Par Redemption Date” means the Payment Date occurring in April 2025.
 
“First Priority Principal Payment” means, with respect to any Payment Date, an amount equal to the excess, if any, of (x) the aggregate Note Balance of the Class A Notes as of the immediately preceding Payment Date (or, for the initial Payment Date, as of the Closing Date) over (y) the Series 2022-6 Allocated Pool Balance.
 
“Indenture” means this Indenture, dated as of the Closing Date, between the Trust and the Indenture Trustee.
 
“Indenture Trustee” means U.S. Bank Trust Company, National Association, a national banking association, not in its individual capacity but solely as Indenture Trustee under this Indenture.
 
“Indenture Trustee Fee” means a monthly fee equal to 1/12th of $15,000, payable on each Payment Date.
 
“Interest Period” means for any Payment Date and each Class of Notes, the period from and including the 20th day of the calendar month immediately preceding the Payment Date to but excluding the 20th day of the month in which the Payment Date occurs (or from and including the Closing Date to but excluding September 20, 2022 for the first Payment Date).

“Later-Sold Note” has the meaning stated in Section 2.5(h).
 
“Letter of Credit” means any letter of credit issued for the benefit of the Notes after the Closing Date.
 
“Letter of Credit Provider” means, subject to the satisfaction of the Rating Agency Condition, the letter of credit provider under any Letter of Credit issued after the Closing Date.
 
“Make-Whole Discount Rate” means, for any date of determination, a per annum rate equal to the sum of 0.15% plus the greater of (i) zero and (ii) the yield on such date on United States Treasury Securities having the closest maturity (month and year) to the First Par Redemption Date; provided that, should more than one United States Treasury Security be quoted as maturing on such date, then the yield of the United States Treasury Security quoted closest to par will be used for the purpose of such calculation.
 
4
“Make-Whole Payment” means, with respect to any Payment Date, an amount equal to, for each Class of 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.

“Note Balance” means, for a Note or Class, the initial aggregate principal balance of the Note or Class minus all amounts distributed on the Note or Class that is applied to principal.
 
“Note Interest Rate” means a per annum rate equal to, for: (i) the Class A Notes, 3.67% (computed on the basis of a 360 day year consisting of twelve 30 day months), (ii) the Class B Notes, 3.91% (computed on the basis of a 360 day year consisting of twelve 30 day months) and (iii) the Class C Notes, 4.16% (computed on the basis of a 360 day year consisting of twelve 30 day months).
 
“Note Interest Shortfall” means, for a Class and a Payment Date, an amount equal to the excess, if any, of the Accrued Note Interest for the Payment Date immediately preceding such Payment Date for the Class over the amount of interest that was paid to the Noteholders of that Class on the Payment Date immediately preceding such Payment Date, together with interest on the excess amount, to the extent lawful, at the Note Interest Rate for the Class for that Interest Period.
 
“Note Monthly Interest” means, for a Class and a Payment Date, the aggregate amount of interest accrued on the Note Balance of the Class at the Note Interest Rate for the Class for the related Interest Period.
 
“Note Paying Agent” means initially the Indenture Trustee and any other Person appointed as Note Paying Agent under Section 2.15 of the Indenture.
 
“Note Register” and “Note Registrar” have the meanings stated in Section 2.4.
 
“Noteholder” means the Person in whose name a Note is registered on the Note Register.
 
“Noteholder Tax Identification Information” means properly completed and signed tax certifications (generally with respect to U.S. federal income tax, IRS Form W-9 (or applicable successor form) in the case of a person that is a “United States Person” within the meaning of Section 7701(a)(30) of the Code or the appropriate IRS Form W-8 (or applicable successor form) (together with all appropriate attachments) in the case of a person that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code).
 
“Notes” or “Note” means, collectively or individually, as the context may require, the Class A Notes, the Class B Notes and the Class C Notes.
 
“Optional Redemption” has the meaning stated in Section 10.1.
 
“Principal Funding Account” means the account established with the Note Paying Agent for the benefit of the Noteholders under Section 8.2(a).
 
5
“Principal Funding Account Limit” means, with respect to any date, an amount equal to 50% of the Note Balance as of such date.
 
“Priority Principal Payments” means, collectively, the First Priority Principal Payment, the Second Priority Principal Payment, the Third Priority Principal Payment and the Regular Priority Principal Payment.

“Prospectus” means the prospectus dated as of August 2, 2022, relating to the offering of the Notes.
 
“Rating Agency” means each of Fitch and S&P.
 
“Redemption Date” has the meaning stated in Section 10.1.
 
“Regular Priority Principal Payment” means, with respect to any Payment Date, an amount equal to (a) prior to the Amortization Period, the excess, if any, of (x) the product of the Series 2022-6 Allocation Percentage and any Pool Balance Deficit for such Payment Date over (y) the sum of any First Priority Principal Payment, Second Priority Principal Payment and Third Priority Principal Payment for such Payment Date and (b) during the Amortization Period, the aggregate Note Balance of the Class A Notes, Class B Notes and Class C Notes as of the immediately preceding Payment Date (or, for the initial Payment Date, as of the Closing Date) minus the sum of any First Priority Principal Payment, any Second Priority Principal Payment and any Third Priority Principal Payment for such Payment Date.
 
“Required Reserve Amount” means, with respect to any Payment Date (i) during the Revolving Period, an amount equal to $5,916,931.51 (which is approximately 1.00% of the Series Invested Amount as of the Closing Date) and (ii) during the Amortization Period, an amount equal to the amount on deposit in the Reserve Account as of the immediately preceding Payment Date, after giving effect to all deposits into and withdrawals from the Reserve Account on such immediately preceding Payment Date.
 
“Reserve Account” means the account established with the Note Paying Agent for the benefit of the Noteholders under Section 8.2(a).
 
“Reserve Account Draw Amount” means, for each Payment Date, the lesser of:
 
(i)  an amount (not less than zero) equal to the Total Required Payment minus the Series 2022-6 Available Funds; and
 
(ii) the amount in the Reserve Account;
 
provided that, if on any Payment Date during the Amortization Period, the amount on deposit in the Reserve Account together with Series 2022-6 Available Funds for that Payment Date is sufficient to pay the entire Note Balance of the Notes, all accrued and unpaid interest and any unpaid Make-Whole Payments, unpaid Additional Interest Amounts and all other amounts to be distributed to the Series 2022-6 Secured Parties under this Indenture in full, the Reserve Account Draw Amount for such Payment Date will be an amount equal to the amount in the Reserve Account.
 
6
“Reserve Deposit Amount” means, with respect to any Payment Date, an amount equal to (a) the Required Reserve Amount minus (b) (i) the amount in the Reserve Account on the Payment Date (before payments under Section 8.2(c) on that Payment Date) and (ii) if applicable, the amount available under any Letter of Credit on such Payment Date.

“Retained Notes” means the Class B Notes and the Class C Notes; provided, that upon any Retained Notes becoming Later-Sold Notes, they shall no longer be considered Retained Notes.

“Revolving Period” means the period beginning on the Closing Date and ending on the date when the Amortization Period begins.
 
“Second Priority Principal Payment” means, with respect to any Payment Date, an amount equal to the excess, if any, of (x) the aggregate Note Balance of the Class A Notes and Class B Notes as of the immediately preceding Payment Date (or, for the initial Payment Date, as of the Closing Date) over (y) the sum of the Series 2022-6 Allocated Pool Balance and any First Priority Principal Payment for such Payment Date.
 
“Securities Intermediary” means, with respect to the Series 2022-6 Accounts, U.S. Bank National Association.
 
“Series 2022-6” means the Group 1 Series of Group 1 Credit Extensions designated as “Series 2022-6”.
 
“Series 2022-6 Account” means each of the Distribution Account, the Principal Funding Account and the Reserve Account.
 
“Series 2022-6 Account Control Agreement” means the Series 2022-6 Account Control Agreement, dated as of the Closing Date, among the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC, as amended, restated, supplemented or modified from time to time.
 
“Series 2022-6 Allocated Pool Balance” means, an amount equal to the product of (i) (a) with respect to any date of determination on or prior to the initial Payment Date, a fraction, (x) the numerator of which is the Adjusted Series Invested Amount for such Series 2022-6 as of such date and (y) the denominator of which is equal to the greater of (1) the aggregate Adjusted Series Invested Amount for all Group 1 Series as of such date and (2) the Pool Balance as of such date and (b) with respect to any date of determination after the initial Payment Date, the Series 2022-6 Allocation Percentage and (ii) the present value (discounted using the Series 2022-6 Discount Rate) of the remaining unpaid payments for all Group 1 Receivables included in the Group 1 Pool Balance.
 
“Series 2022-6 Allocation Percentage” means the Series Allocation Percentage for Series 2022-6.
 
“Series 2022-6 Amortization Event” means, with respect to Series 2022-6, the occurrence of any of the following:
 
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 (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 2022-6 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 2022-6 is greater than the excess of (i) the Group 1 Pool Balance over (ii) the sum of (x) the Ineligible Amount for Series 2022-6 and (y) the Series 2022-6 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.
 
“Series 2022-6 ARR Series Allocation Percentage” means the ARR Series Allocation Percentage for Series 2022-6.
 
“Series 2022-6 Available Funds” means, with respect to any Payment Date, an amount equal to the sum of (i) the product of the Series 2022-6 Allocation Percentage and the Group 1 Available Funds for the related Collection Period and (ii) any amounts released from the Principal Funding Account with respect to such Payment Date.
 
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“Series 2022-6 Series Certificate Distribution Account” means the account established and maintained as such pursuant to Section 4.1(a) of the Trust Agreement.
 
“Series 2022-6 Collateral” means (a) all security entitlements relating to the Series 2022-6 Accounts and the property deposited in or credited to any of the Series 2022-6 Accounts, (b) the Trust’s rights under any Letter of Credit, (c) all present and future claims, demands, causes of action and choses in action for any of the foregoing and (d) all payments on or under and all proceeds for any of the foregoing.
 
“Series 2022-6 Discount Rate” means 9.46%.
 
“Series 2022-6 Eligible Receivable” means a Group 1 Receivable that satisfies all of the following criteria:
 

 •
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;
 
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 •
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.
 
“Series 2022-6 Excess Concentration Amount” means, with respect to Group 1 and the Group 1 Receivables, the sum of the following amounts, without duplication:
 
(1) for all Group 1 Receivables:
 

 •
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%,
 
(2) for Group 1 Receivables that Consumer Receivables only:
 

 •
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
 
10

 •
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,
 
(3) for Group 1 Receivables that are Business Receivables only:


 •
the amount by which the aggregate Principal Balance of Group 1 Receivables that are Business Receivables exceeds 10.00% of the Group Pool Balance.
 
“Series 2022-6 Group Allocated Percentage” means the Group Allocated Percentage for Series 2022-6.
 
“Series 2022-6 Required Overcollateralization Amount” means, with respect to any date of determination, an amount equal to (a) the product of (i) the Series 2022-6 Required Overcollateralization Percentage, expressed as a fraction, and (ii) (x) during the Revolving Period, the Note Balance of the Notes as of such date and (y) during the Amortization Period, the Note Balance of the Notes as of the last day of the Revolving Period, divided by (b) the percentage, expressed as a fraction, equal to 100% minus the Series 2022-6 Required Overcollateralization Percentage.
 
“Series 2022-6 Required Overcollateralization Percentage” means 8.75%.
 
“Series 2022-6 Secured Parties” means, with respect to Series 2022-6, the Indenture Trustee, for the benefit of the Noteholders.
 
“Series 2022-6 Securities Account” means each Series 2022-6 Account subject to the terms of the Series 2022-6 Account Control Agreement.
 
“Series 2022-6 Series Related Documents” means, collectively, means this Indenture, the Depository Agreement, the Series 2022-6 Account Control Agreement, any Letter of Credit and any other Series Related Documents with respect to Series 2022-6.
 
“Series 2022-6 Supplemental ARR Series Allocation Percentage” means the Supplemental ARR Series Allocation Percentage for Series 2022-6.
 
“Sponsor” means Cellco.
 
“Third Priority Principal Payment” means, with respect to any Payment Date, an amount equal to the excess, if any, of (x) the aggregate Note Balance of the Class A Notes, Class B Notes and Class C Notes as of the immediately preceding Payment Date (or, for the initial Payment Date, as of the Closing Date) over (y) the sum of the Series 2022-6 Allocated Pool Balance, any First Priority Principal Payment and any Second Priority Principal Payment for such Payment Date.
 
“Total Required Payment” means, with respect to any Payment Date and the Reserve Account Draw Amount, the sum of the amounts set forth in Sections 8.2(c)(i) through (viii) of this Indenture.
 
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“Trust Order” has the meaning stated in Section 11.3(a).
 
“Trust Request” has the meaning stated in Section 11.3(a).

“Underwriting Agreement” means the Underwriting Agreement, dated as of August 2, 2022, by and among the Depositor, Cellco and each of BofA Securities, Inc., SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC, each on its own behalf and as a representative of the several underwriters identified therein.
 
Section 1.2  Incorporation by Reference of Trust Indenture Act.  Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.  The following TIA terms used in this Indenture have the following meanings:
 
“indenture securities” means the Notes
 
“indenture security holder” means a Noteholder
 
“indenture to be qualified” means this Indenture
 
“indenture trustee” or “institutional trustee” means the Indenture Trustee
 
“obligor” on the indenture securities means the Trust and any other obligor on the indenture securities
 
All other TIA terms used in this Indenture that are (i) defined in the TIA, (ii) defined in the TIA by reference to another statute or (iii) defined by a Commission rule have the meanings so assigned to them.
 
ARTICLE II

THE NOTES
 
Section 2.1  Form of Notes.
 
(a) Form.  Each Class of Notes will be in substantially the form of Exhibit A with variations required or permitted by this Indenture.  The Notes may have marks of identification and legends or endorsements as determined by the Responsible Person of the Trust executing the Notes.  The physical Notes will be produced by a method determined by the Responsible Person of the Trust executing the Notes.
 
(b) Incorporation by Reference.  Each Note will be dated the date of its authentication.  The terms of the Notes in Exhibit A are part of this Indenture and are incorporated into this Indenture by reference.
 
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Section 2.2  Execution, Authentication and Delivery.
 
(a) Execution.  The Owner Trustee, on behalf of the Trust, will execute the Notes for the Trust.  The signature of the Responsible Person on the Notes may be manual or facsimile.  Notes having the manual or facsimile signature of an individual who was a Responsible Person of the Trust will bind the Trust, even if the individual has ceased to be a Responsible Person before the authentication and delivery of the Notes or was not a Responsible Person on the issuance date of the Notes.

(b) Authentication and Delivery.  The Indenture Trustee will, on Trust Order, authenticate and deliver the Notes for original issue in the Classes, Note Interest Rates and initial Note Balances as stated below.
 
Class
Note Interest Rate
Initial Note Balance
Class A Notes
3.67%
$479,240,000
Class B Notes
3.91%
  $41,430,000
Class C Notes
4.16%
  $19,250,000

(c) Denomination.  The Notes will initially be issued as Book-Entry Notes.  The Notes will be issued in minimum denominations of $1,000 and in multiples of $1,000.  However, one Note of each Class may be issued in a different amount if it exceeds the minimum denomination for the Class.
 
(d) Certificate of Authentication.  No Note will have the benefit of this Indenture or be valid unless it has a certificate of authentication substantially in the form included in Exhibit A manually executed by an authorized signatory of the Indenture Trustee.  The certificate of authentication on a Note will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.  Each Note will be dated the date of its authentication.
 
Section 2.3  Tax Treatment.  The Trust intends that Notes, other than the Retained Notes, be treated as indebtedness for purposes of U.S. federal, State and local income tax, franchise tax, and any other tax imposed on or measured in whole or in part by income.  The Trust, by entering into this Indenture, and each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note), agree to treat the Notes (other than the Retained Notes) as indebtedness for purposes of U.S. federal, State and local income tax, franchise tax, and any other tax imposed on or measured in whole or in part by income, and the Trust as a mere security device formed to hold the Receivables and issue, among other instruments, Notes and Certificates.
 
Section 2.4  Note Register.  The Trust appoints the Indenture Trustee to be the “Note Registrar” and to keep a register (the “Note Register”) for the purpose of registering Notes and transfers and exchanges of Notes, subject to such reasonable regulations as it may prescribe.  On resignation of the Note Registrar, the Trust will promptly appoint a successor or, if it elects not to make the appointment, assume the obligations of Note Registrar.  If the Trust appoints a Person other than the Indenture Trustee as Note Registrar, (i) the Trust will notify the Indenture Trustee of the appointment and (ii) the Indenture Trustee will have the right to rely on a certificate executed by an officer of the Note Registrar listing the names and addresses of the
 
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Noteholders and the principal amounts and number of the Notes.  Each of the Indenture Trustee (if it is not the Note Registrar), the Trust and the Administrator will have the right to inspect the Note Register at reasonable times and to receive copies of the Note Register.
 
Section 2.5  Registration of Transfer and Exchange.
 
(a) Transfer of Notes.  A Noteholder may transfer a Note by surrendering the Note for registration of transfer at the office or agency of the Trust maintained under Section 3.2.  If the requirements of Section 8-401(a) of the UCC are met, the Trust will execute and the Indenture Trustee will authenticate and deliver to the Noteholder, in the name of the transferee or transferees, new Notes of the same Class, in the same aggregate principal amount.
 
(b) Exchange of Notes.  A Noteholder may exchange Notes for other Notes of the same Class by surrendering the Notes to be exchanged at the office or agency of the Trust maintained under Section 3.2.  If the requirements of Section 8-401(a) of the UCC are met, the Trust will execute, the Indenture Trustee will authenticate and the Noteholder will receive from the Indenture Trustee new Notes of the same Class, in the same aggregate principal amount.
 
(c) Valid Obligation.  Notes issued on the registration of transfer or exchange of Notes will be the valid obligations of the Trust, evidencing the same debt, and have the same benefits under this Indenture as the Notes surrendered for registration of transfer or exchange.
 
(d) Surrendered Notes.  Every Note surrendered for registration of transfer or exchange will be (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Noteholder of the Note or the Noteholder’s authorized attorney, with the signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar including membership or participation in the Securities Transfer Agents Medallion Program or another “signature guarantee program”, according to the Exchange Act and (ii) accompanied by other documents the Note Registrar may require.
 
(e) No Service Charge.  None of the Trust, the Note Registrar or the Indenture Trustee will impose a service charge on a Noteholder for the registration of transfer or exchange of Notes.  The Trust, the Note Registrar or the Indenture Trustee may require the Noteholder to pay an amount to cover taxes or other governmental charges that may be imposed for the registration of transfer or exchange of the Notes.
 
(f) Registration of Transfers and Exchanges.
 
(i) The Note Register will register transfers and exchanges of Notes in the Note Register.  However, neither the Trust nor the Note Registrar will be required to register transfers or exchanges of Notes for which the next Payment Date is not more than fifteen (15) days after the requested date of transfer or exchange or which have been called for redemption.
 
(ii) Neither the Indenture Trustee nor the Note Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any
 
14
transfer of any interest in any Note (including any transfers between or among Clearing Agency participants or beneficial owners of interests in any Book-Entry Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
 
(g) ERISA Representations.  Each Note Owner that is subject to Title I of ERISA, Section 4975 of the Code or Similar Law and any fiduciary acting on behalf of the Note Owner, by accepting an interest or participation in a Note, is deemed to represent that its purchase, holding and disposition of that interest or participation does not and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Note Owner is subject to Similar Law, the purchase, holding and disposition does not and will not result in a non-exempt violation of that Similar Law).

(h) Transfer of Retained Notes.  Any Retained Notes will not be treated as issued or outstanding for U.S. federal income tax purposes as of the Closing Date.  With respect to any Retained Notes that are sold or otherwise transferred after the Closing Date in a manner that results in any such Note becoming issued and outstanding for U.S. federal income tax purposes (a “Later-Sold Note”), such sale or transfer shall not be effective unless (A) the Issuer, the Owner Trustee and the Indenture Trustee receive a Debt Opinion with respect to such sale or transfer of such Later-Sold Note (which such opinion shall include the Class, Note Balance and “CUSIP” number of such Later-Sold Note) and (B) either (i) such Later-Sold Note has a “CUSIP” number that is different than that of any other outstanding Note immediately prior to such sale or can otherwise be separately tracked for reporting of original issue discount or (ii) for U.S. federal income tax purposes, such Later-Sold Note has the same issue price and issue date as any outstanding Notes that have the same “CUSIP” number as such Later-Sold Note.
 
Section 2.6  [Reserved].
 
Section 2.7  Mutilated, Destroyed, Lost or Stolen Notes.
 
(a) Replacement Notes.  If a mutilated Note is surrendered to the Indenture Trustee or the Indenture Trustee receives evidence of the destruction, loss or theft of a Note, the Trust will execute and, on Trust Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives security or indemnity to hold the Trust and the Indenture Trustee harmless, (ii) none of the Trust, the Note Registrar or the Indenture Trustee have received notice that the Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 8-405 of the UCC are met.  However, if a destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within fifteen (15) days or has been called for redemption, instead of issuing a replacement Note, the Trust may pay the destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender of the Note.  If a protected purchaser of the original Note in place of which the replacement Note was issued (or the payment made) presents for payment the original Note, the Trust and the Indenture Trustee may recover the replacement Note (or the payment) from the Person to whom it was delivered or a Person taking the
 
15
replacement Note (or the payment) from the Person to whom the replacement Note (or the payment) was delivered or an assignee of that Person, except a protected purchaser, and may recover on the security or indemnity provided for the replacement Note (or the payment) for any fee, expense, loss, damage or liability incurred by the Trust or the Indenture Trustee for the replacement Note (or the payment).
 
(b) Taxes, Charges and Expenses.  On the issuance of a replacement Note under Section 2.7(a), (i) the Trust may require the Noteholder of the Note to pay an amount to cover any taxes or other governmental charges imposed and any other reasonable expenses incurred for the replacement Note, (ii) the Indenture Trustee will, for a mutilated Note, cancel the Note and (iii) the Note Registrar will record in the Note Register that the destroyed, lost or stolen Note no longer has the benefits of this Indenture.
 
(c) Additional Obligation.  Each replacement Note issued under Section 2.7(a) will be an original additional contractual obligation of the Trust and will have the benefits of this Indenture equally and proportionately with other Notes of the same Class duly issued under this Indenture.
 
(d) Sole Remedy.  This Section 2.7 states the sole remedy available to Noteholders for the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.8  Persons Deemed Owners.  On any date, the Trust, the Indenture Trustee, the Note Registrar and any agent of the Trust or the Indenture Trustee may treat the Person in whose name a Note is registered as of that date as the owner of the Note for all purposes, including receiving payments of principal of and interest on the Note, without regard to any notice or other information to the contrary.
 
Section 2.9  Payments on Notes.
 
(a) Interest Accrual.  Each Class of Notes will accrue interest on its Note Balance for each Interest Period until the Note Balance has been paid in full at a rate per annum equal to its Note Interest Rate for that Interest Period.  Interest on the Notes for each Interest Period will be calculated on the basis of a 360-day year consisting of twelve 30-day months.  Interest on each Note for each Interest Period will be due and payable on the related Payment Date.
 
(b) Principal.  Prior to the beginning of the Amortization Period, principal payments will not be made on the Notes, other than in connection with an Optional Redemption.  If Priority Principal Payments are required to be made on any Payment Date prior to the beginning of the Amortization Period in accordance with the provisions of Article VIII, such amounts will be deposited into the Principal Funding Account on such Payment Date in accordance with the provisions of Article VIII, to the extent of Series 2022-6 Available Funds, in lieu of such amounts being applied to pay principal on the Notes on such Payment Date.  Amounts on deposit in the Principal Funding Account will be applied in accordance with the provisions of Article VIII.  On each Payment Date during the Amortization Period, the principal of each Class of Notes will be payable in installments on each Payment Date in accordance with the provisions of Article VIII.  The Note Balance of each Class of Notes will be due and payable on the earlier of the Redemption Date or the applicable Final Maturity Date.  In addition, the Note Balance of
 
16
each Class of Notes will be due and payable on the date the Notes are declared to be, or have automatically become, immediately due and payable according to Section 5.2(a).
 
(c) Make-Whole Payments.  A Make-Whole Payment will be due in connection with the Optional Redemption of the Notes on any date on or after the Earliest Redemption Date but prior to the First Par Redemption Date, as described in Section 8.2, solely to the extent funds are available therefor.  Any Make-Whole Payments on a Class of Notes not previously paid will be due and payable on the earlier of the Redemption Date or the applicable Final Maturity Date.  In addition, any Make-Whole Payments on a Class of Notes not previously paid will be due and payable on the date the Notes are declared to be, or have automatically become, immediately due and payable according to Section 5.2(a).  For the avoidance of doubt, no Make-Whole Payment will be payable in connection with an Optional Redemption of the Notes on or after the First Par Redemption Date.
 
(d) Additional Interest Amounts.  If the Notes have not been redeemed as of the Anticipated Redemption Date, beginning on such Payment Date, in addition to interest at the stated interest rate, each class of Notes will accrue additional interest at the Additional Interest Rate applicable to that class of Notes, which accrued Additional Interest Amounts will be distributed to Noteholders in accordance with the provisions of Article VIII, to the extent of Series 2022-6 Available Funds.

(e) Monthly Payment of Interest, Principal and Other Amounts.  Payments of interest, principal and other amounts on each Class of Notes will be made pro rata to the Noteholders of that Class on each Payment Date.  For Book-Entry Notes, payments will be made by wire transfer to the account designated by the nominee of the Clearing Agency according to Section 2.12.  For Definitive Notes, payments will be made (i) if the Noteholder has given to the Note Registrar instructions at least five (5) Business Days before that Payment Date and the aggregate original principal amount of the Noteholder’s Notes is at least $1,000,000, by wire transfer to the account of the Noteholder or (ii) by check mailed first class mail, postage prepaid, to the Noteholder’s address as it appears on the Note Register on the related Record Date.  Amounts paid by wire transfers or checks that are returned undelivered will be held according to Section 3.3.
 
(f) Payment of Final Installment.  The final installment of principal (whether payable by wire transfer or check) of each Note on a Payment Date, the Redemption Date or the applicable Final Maturity Date will be payable only on presentation and surrender of the Note, subject to Section 2.7(a).  Upon receipt of written notice thereof from the Servicer (which may be in the form of the Monthly Investor Report), the Indenture Trustee will notify each Noteholder of the date the Trust expects to pay the final installment on any of the Notes, which notice will be delivered no later than five (5) days before that date (solely to the extent the Indenture Trustee has received notice prior to such date), and the place where the Notes may be presented and surrendered for payment.
 
Section 2.10  Cancellation of Notes.  Any Person that receives a Note surrendered for payment, registration of transfer, exchange or redemption will deliver the Note to the Indenture Trustee, and the Indenture Trustee will promptly cancel it.  The Trust may surrender to the Indenture Trustee for cancellation Notes previously authenticated and delivered under this
 
17
Indenture which the Trust may have acquired, and the Indenture Trustee will promptly cancel them.  No Notes will be authenticated in place of or in exchange for Notes cancelled as stated in this Section 2.10.  The Indenture Trustee may hold or dispose of cancelled Notes according to its standard retention or disposal policy unless the Trust directs, by Trust Order, that they be destroyed or returned to it.
 
Section 2.11  Release of Series 2022-6 Collateral.  The Indenture Trustee will release property from the Lien of this Indenture only according to Sections 8.4 and 10.1.
 
Section 2.12  Book-Entry Notes.
 
(a) Issuance and Registration.  The Notes will be issued as Book-Entry Notes on the Closing Date.  The Book-Entry Notes, on original issuance, will be issued in the form of printed Notes representing the Book-Entry Notes and delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Trust.  The Book-Entry Notes will be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency.
 
(b) Sole Noteholder.  The Note Registrar and the Indenture Trustee may deal with the Clearing Agency as the sole Noteholder of the Book-Entry Notes for all purposes of this Indenture and will not be obligated to the Note Owners, except as stated in Section 7.1.

(c) Rights.  The rights of Note Owners may be exercised only through the Clearing Agency and will be limited to those established by law and agreements between the Note Owners and the Clearing Agency and/or its participants under the Depository Agreement.
 
(d) Clearing Agency Obligations.  The Clearing Agency will make book-entry transfers among its participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to the participants.  The Indenture Trustee, the Note Registrar and the Note Paying Agent shall have no responsibility or liability for any actions taken or not taken by the Clearing Agency.
 
(e) Representation of Noteholders.  If this Indenture requires or permits actions to be taken based on instructions or directions of the Noteholders of a stated percentage of the Note Balance of the Notes (or the Controlling Class), the Clearing Agency will be deemed to represent those Noteholders only if it has received instructions to that effect from Note Owners and/or the Clearing Agency’s participants owning or representing, the required percentage of the beneficial interest of the Notes (or the Controlling Class) and has delivered the instructions to the Indenture Trustee.
 
(f) Conflicts.  If this Section 2.12 conflicts with other terms of this Indenture, this Section 2.12 will control.
 
(g) CUSIP Numbers.  The Trust in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Indenture Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Noteholders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other
 
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identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers.  The Trust will promptly notify the Indenture Trustee in writing of any change in the “CUSIP” numbers.
 
Section 2.13  Definitive Notes.  No Note Owner will receive a definitive, fully registered Note (a “Definitive Note”) representing the Note Owner’s interest in the Note unless and until (a) the Administrator notifies the Indenture Trustee that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as depository for the Book-Entry Notes and the Administrator is unable to reach an agreement on satisfactory terms with a qualified successor, (b) the Administrator notifies the Indenture Trustee that it elects to terminate the book-entry system through the Clearing Agency or (c) after the occurrence and during the continuation of an Event of Default with respect to Group 1 or a Servicer Termination Event, Note Owners of a majority of the Note Balance of the Controlling Class notify the Indenture Trustee and the Clearing Agency that they elect to terminate the book-entry system through the Clearing Agency.  In these cases, the Clearing Agency will notify Note Owners and the Indenture Trustee of the availability of Definitive Notes.  After the Clearing Agency has surrendered the printed Notes representing the Book-Entry Notes and delivered the registration instructions to the Indenture Trustee, the Trust will execute and the Indenture Trustee, on Trust Request, will authenticate the Definitive Notes according to the instructions of the Clearing Agency.  None of the Trust, the Note Registrar or the Indenture Trustee will be liable for delay in delivery of the instructions and may conclusively rely, and will be protected in relying, on the instructions.  On the issuance of Definitive Notes to Note Owners, the Indenture Trustee will recognize the holders of the Definitive Notes as Noteholders.
 
Section 2.14  Authenticating Agents.
 
(a) Appointment.  The Indenture Trustee may appoint one or more Persons as authenticating agents for the Notes (each, an “Authenticating Agent”) with the power to act on its behalf and subject to its direction in the authentication of Notes for issuances, transfers, exchanges and replacements.  The authentication of Notes by an Authenticating Agent under this Section 2.14 is deemed to be the authentication of Notes “by the Indenture Trustee.” If no Authenticating Agent is appointed, the Indenture Trustee will be the Authenticating Agent for the Notes.
 
(b) Resignation and Termination.  An Authenticating Agent may resign by notifying the Indenture Trustee, the Master Collateral Agent and the Owner Trustee.  The Indenture Trustee may terminate the agency of an Authenticating Agent by notifying the Authenticating Agent, the Master Collateral Agent and the Owner Trustee.
 
Section 2.15  Note Paying Agents.
 
(a) Appointment.  The Indenture Trustee may appoint one or more Note Paying Agents that meet the eligibility standards for the Indenture Trustee in Section 6.11.  If no Note Paying Agent is appointed, then the Indenture Trustee will be the Note Paying Agent for the Notes.  Each Note Paying Agent will have the power to make distributions from the Series 2022-6 Accounts.
 
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(b) Resignation and Termination.  A Note Paying Agent may resign by notifying the Indenture Trustee, the Administrator, the Master Collateral Agent and the Trust.  The Indenture Trustee may terminate the agency of a Note Paying Agent by notifying the Note Paying Agent, the Administrator, the Master Collateral Agent and the Trust.
 
ARTICLE III

COVENANTS, REPRESENTATIONS AND WARRANTIES
 
Section 3.1  Payment of Principal, Interest and Other Amounts.  The Trust will duly and punctually pay the principal of and interest, Additional Interest Amounts and Make-Whole Payments, if any, on the Notes according to the terms of the Notes and this Indenture.  Amounts withheld under the Code or State or local tax law by any Person from a payment to a Noteholder will be considered as having been paid by the Trust to the Noteholder.
 
Section 3.2  Maintenance of Office or Agency.  The Trust will maintain an office or agency at the Corporate Trust Office of the Indenture Trustee designated for such purpose, where Notes may be surrendered for registration of transfer or exchange, and where notices to and demands on the Trust for the Notes and this Indenture may be served.  The Trust initially appoints the Indenture Trustee to serve as its agent for those purposes.  The Trust will promptly notify the Indenture Trustee of a change in the location of the office or agency.  If the Trust fails to maintain the office or agency or fails to furnish the Indenture Trustee with the address of the office or agency, any surrender, notices or demands may be made or served at the Corporate Trust Office, and the Trust appoints the Indenture Trustee as its agent to receive them.
 
Section 3.3  Money for Payments To Be Held in Trust.
 
(a) Payments on the Notes.  Payments on the Notes that are to be made from amounts withdrawn from the Series 2022-6 Accounts will be made on behalf of the Trust by the Note Paying Agent.  No amounts withdrawn for payments on the Notes may be paid over to the Trust, except as stated in this Section 3.3.
 
(b) Agreement by Note Paying Agent.  The Indenture Trustee will, and will cause each Note Paying Agent (other than the Indenture Trustee) to, execute and deliver to the Indenture Trustee, an instrument in which the Note Paying Agent agrees with the Indenture Trustee (and if the Indenture Trustee acts as the Note Paying Agent, it hereby so agrees) to:
 
(i) hold funds held by it for the payment of amounts due on the Notes in trust for the benefit of the Persons entitled to that money and pay it to those Persons under this Indenture;
 
(ii) notify the Indenture Trustee of a default by the Trust of which it has actual knowledge in the making of a required payment on the Notes;
 
(iii) during the continuance of a default, on the request of the Indenture Trustee, immediately pay to the Indenture Trustee money held by it in trust;
 

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(iv) immediately resign as a Note Paying Agent and immediately pay to the Indenture Trustee amounts held by it in trust if it ceases to meet the eligibility standards set forth in Section 6.11 for the Indenture Trustee; and
 
(v) comply with all requirements of the Code for withholding and reporting requirements for payments on the Notes.
 
(c) Payment Direction.  The Trust may by Trust Order, direct a Note Paying Agent to pay to the Indenture Trustee money held in trust by the Note Paying Agent, which money will be held by the Indenture Trustee on the same terms as the Note Paying Agent.  On a Note Paying Agent’s payment of money held in trust to the Indenture Trustee, the Note Paying Agent will be released from liability for such amounts.
 
(d) Unclaimed Money.  Subject to applicable law, money held by the Indenture Trustee or a Note Paying Agent in trust under this Section 3.3 which remains unclaimed for two (2) years after it became due and payable will be discharged from the trust and paid to the Trust on Trust Request.  After discharge and payment, the Noteholder of the Note will, as an unsecured general creditor, look only to the Trust for payment of the amount due and unclaimed, and the Indenture Trustee or the Note Paying Agent will be released from liability for such amounts.  However, the Indenture Trustee or the Note Paying Agent, before making the payment, will publish once, at the expense and direction of the Trust, in a newspaper customarily published on each Business Day in the English language and of general circulation in The City of New York, notice that the money remains unclaimed and that after a date stated in the notice, which must be at least thirty (30) days from the date of publication, any unclaimed balance of the money then remaining will be paid to the Trust.  The Indenture Trustee will also use other reasonable means to notify Noteholders of unclaimed payments.
 
(e) FATCA Withholding.  The Trust represents, warrants and covenants to the Indenture Trustee and the Note Paying Agent that, (i) to the best of the Trust’s knowledge, the Indenture Trustee, Note Registrar and Note Paying Agent are not obligated in respect of any payments to be made by the Trust pursuant to this Indenture, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations or agreements thereunder or official interpretations thereof (“FATCA Withholding Tax”), provided such parties have obtained the requisite information about the Noteholders; (ii) the Noteholders are required to provide information sufficient to eliminate the imposition of, or determine the amount of, FATCA Withholding Tax (the “FATCA Information”) to the Trust and the Indenture Trustee, (iii) the Trust shall comply with all requirements of the Code with respect to the withholding from any payment made by it on any Note of any applicable FATCA Withholding Tax imposed thereon and with respect to any applicable reporting requirement in connection therewith; and (iv) to the extent the Trust determines that FATCA Withholding Tax is applicable, it will promptly notify the Note Paying Agent of such fact.  To the extent the Trust has the Noteholders’ information, the Trust will provide the FATCA Information to the Indenture Trustee, the Note Registrar and the Note Paying Agent upon request. Each holder of a Note or an interest therein, by acceptance of such Note or such interest in such Note, will be deemed to have agreed to provide the Trust, the Indenture Trustee, the Note Registrar and the Note Paying Agent with the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is

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applicable, the FATCA Information. In addition, each holder of a Note will be deemed to understand that the Note Paying Agent has the right to withhold interest payable with respect to the Note (without any corresponding gross-up) on any beneficial owner of an interest in a Note that fails to comply with the foregoing requirements.
 
Section 3.4  Existence.  The Trust will obtain and maintain its qualification in each jurisdiction in which the qualification is or will be necessary to protect the validity and enforceability of this Indenture, the Notes and the Series 2022-6 Collateral.
 
Section 3.5  Protection of Collateral.
 
(a) Amendments and Financing Statements.  The Trust will (i) execute and deliver amendments to this Indenture and other documents, (ii) file or authorize and cause to be filed financing statements and amendments and continuations of those financing statements and (iii) take other action, in each case, necessary or advisable to:
 
(A) Grant more effectively any portion of the Series 2022-6 Collateral pursuant to this Indenture;
 
(B) maintain or preserve the Lien and security interest (and the priority of the security interest) of this Indenture;
 
(C) perfect, maintain perfection, publish notice of or protect the validity of a Grant made or to be made by this Indenture;
 
(D) enforce the Series 2022-6 Collateral; or
 
(E) maintain and defend title to the Series 2022-6 Collateral and the rights of the Indenture Trustee and the Series 2022-6 Secured Parties in the Series 2022-6 Collateral against the claims of all Persons, subject to Permitted Liens and the Transaction Documents.
 
(b) Authorization to File.  The Trust authorizes the Administrator and the Indenture Trustee (but the Indenture Trustee shall not be required to do so) to file financing and continuation statements, and amendments to the statements, in the jurisdictions and with the filing offices as the Administrator or the Indenture Trustee may determine necessary or advisable to perfect the Indenture Trustee’s interest in the Series 2022-6 Collateral.  The Administrator (or the Indenture Trustee solely to the extent it has elected to so prepare and file) shall timely prepare and file the foregoing and will promptly deliver to the Trust and the Indenture Trustee file-stamped copies of, or filing receipts for, any financing statement, continuation statement and amendment to a previously filed financing statement.
 
(c) Indenture Trustee Not Obligated.  The Indenture Trustee is not obligated to (i) make a determination of whether filing financing or continuation statements, or amendments to the statements, is required or (ii) file any financing or continuation statements, or amendments to the statements, and will not be liable for failure to do so.
 
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(d) Description of Series 2022-6 Collateral in Financing Statement.  Financing statements filed pursuant to this Indenture may describe the Series 2022-6 Collateral in the same manner as described herein or may describe the Series 2022-6 Collateral subject thereto as “All of the debtor’s right, title and interest now or hereafter existing in, to and under all assets of the debtor pledged solely to Series 2022-6, whether now owned or existing or hereafter acquired or arising.”
 
Section 3.6  Performance of Obligations.
 
(a) Performance of Obligations.  The Trust will perform all of its obligations under the Transaction Documents, the Series 2022-6 Series Related Documents and documents included in the Series 2022-6 Collateral in all material respects.  The Trust will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Series 2022-6 Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in or permitted under this Indenture, the other Series 2022-6 Series Related Documents, the Transaction Documents, the Servicing Procedures or such other instrument or agreement.
 
(b) Subcontracting.  The Trust may contract with other Persons to assist it in performing its obligations under this Indenture.  Initially, the Trust has contracted with the Servicer and the Administrator to assist the Trust in performing its obligations under this Indenture.
 
Section 3.7  Negative Covenants.  So long as Notes are Outstanding, the Trust will not, except as permitted in the Transaction Documents:
 
(a) Dispose of Series 2022-6 Collateral.  Sell, transfer, exchange or dispose of the Series 2022-6 Collateral unless directed to do so by the Indenture Trustee;
 
(b) No Release of Material Obligations.  Take action, and will use its commercially reasonable efforts to prevent any action from being taken by others, that would release any Person from any material obligation under a document included in the Series 2022-6 Collateral or that would impair the validity or enforceability of the Series 2022-6 Collateral or a document included in the Series 2022-6 Collateral;
 
(c) Set-off.  Claim a credit on, or make a deduction from the payments of principal or interest on, the Notes (other than amounts withheld from payments under applicable Law) or assert a claim against a Noteholder by reason of the payment of the taxes levied or assessed on the Trust, the Group 1 Assets or the Series 2022-6 Collateral;
 
(d) Liens.  Permit (i) the validity or effectiveness of this Indenture to be impaired, or permit the Lien of this Indenture to be amended, subordinated, terminated or discharged, or permit a Person to be released from obligations under this Indenture except in each case as permitted by this Indenture, (ii) any Lien, other than Permitted Liens, to be created on or extend to the Series 2022-6 Collateral or (iii) the Lien of this Indenture not to be a valid first priority security interest in the Series 2022-6 Collateral, other than with respect to Permitted Liens;
 

 
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(e) Modification of Collateral.  Subject to Article IX and the terms and conditions of the Series 2022-6 Collateral or any Transaction Documents, amend, modify, waive, terminate or surrender any Series 2022-6 Collateral without the consent of the Indenture Trustee or the Noteholders of a majority of the Note Balance of the Notes and notifying the Rating Agencies;
 
(f) Engage in Non-Permissible Activities.  Engage in any activity other than as permitted by the Trust Agreement.
 
Section 3.8  Opinions on Collateral.
 
(a) Opinion on Recording.  If this Indenture is subject to recording, the Trust, at its expense, will record it and deliver an Opinion of Counsel to the Indenture Trustee stating that the recording is necessary either for the protection of the Series 2022-6 Secured Parties or for the enforcement of a right or remedy Granted to the Indenture Trustee under this Indenture.
 
(b) Opinion on Perfection.  On the Closing Date, the Trust will furnish to the Indenture Trustee an Opinion of Counsel stating that this Indenture creates an enforceable security interest in favor of the Indenture Trustee in the Indenture Trustee’s right, title and interest in and to the Series 2022-6 Collateral transferred by the Trust to the Indenture Trustee pursuant to this Indenture and in any identifiable cash proceeds thereof.

(c) Annual Opinion.  On or before April 30 of each year, beginning in the year after the Closing Date, the Trust will furnish to the Indenture Trustee an Opinion of Counsel either (i) stating that, in the opinion of that counsel, all action has been taken for the recording, filing, re-recording and refiling of this Indenture and all financing statements and continuation statements to maintain the Lien of this Indenture or (ii) stating that in the opinion of that counsel no action is necessary to maintain the Lien.
 
Section 3.9  Annual Certificate of Compliance.  The Trust will deliver to the Indenture Trustee within ninety (90) days after the end of each calendar year, beginning in the year after the Closing Date, an Officer’s Certificate signed by a Responsible Person of the Trust, stating that (a) a review of the Trust’s activities and of its performance under this Indenture during the prior year has been made under a Responsible Person’s supervision and (b) to the Responsible Person’s knowledge, based on the review, the Trust has fulfilled in all material respects its obligations under this Indenture throughout the prior year or, if there has been a failure to fulfill an obligation in any material respect, stating each failure known to the Responsible Person and the nature and status of the failure.  A copy of the Officer’s Certificate may be obtained by any Noteholder or Person certifying it is a Note Owner by a request to the Indenture Trustee at its Corporate Trust Office.  The Trust’s obligation to deliver an Officer’s Certificate under this Section 3.9 will terminate on the payment in full of the Notes.
 
Section 3.10  Successor or Transferee.  (a) On a merger or consolidation of the Trust or a transfer under Section 5.5(d) of the Master Collateral Agreement, the Person formed by or surviving the merger or consolidation (if other than the Trust) will succeed to, and be substituted for, and may exercise the rights and powers of, the Trust under this Indenture with the same effect as if that Person had been named as the Trust in this Indenture and (b) for a transfer of the assets of the Trust under Section 5.5(d) of the Master Collateral Agreement, the predecessor
 
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Trust will be released from its obligations under this Indenture to be performed by the successor Trust for the Notes immediately on receipt of notice by the Indenture Trustee stating that the Trust is to be released.
 
Section 3.11  Further Acts and Documents.  On request of the Indenture Trustee, the Trust will take action and execute and deliver additional documents reasonably required to perform and carry out the purposes of this Indenture.
 
Section 3.12  Review of Trust’s Records.  The Trust will maintain records and documents relating to its performance under this Indenture according to its customary business practices.  Upon reasonable request not more than once during any calendar year, and with reasonable notice, the Trust will give the Indenture Trustee (or its representatives) access to the records and documents to conduct a review of the Trust’s performance under this Indenture.  Any access or review will be conducted at the Trust’s offices during its normal business hours at a time reasonably convenient to the Trust and in a manner that will minimize disruption to its business operations.  Any access or review will be subject to the Trust’s security, confidentiality and privacy policies and any legal, regulatory and data protection policies.  Notwithstanding the foregoing, the permissive right of the Indenture Trustee to access and review the Trust’s records shall not constitute an obligation of the Indenture Trustee to do so.

Section 3.13  Trust’s Representations and Warranties.  The Trust represents and warrants to the Indenture Trustee as of the Closing Date:
 
(a) Organization and Qualification.  The Trust is duly formed and validly existing as a statutory trust in good standing under the laws of the State of Delaware.
 
(b) Power, Authority and Enforceability.  The Trust has the power and authority to execute, deliver and perform its obligations under the Transaction Documents and the Series 2022-6 Series Related Documents to which it is a party.  The Trust has authorized the execution, delivery and performance of the Transaction Documents and the Series 2022-6 Series Related Documents to which it is a party.  The Transaction Documents and the Series 2022-6 Series Related Documents to which it is a party are the legal, valid and binding obligation of the Trust enforceable against the Trust, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.
 
(c) No Conflicts and No Violation.  The completion of the transactions contemplated by the Transaction Documents and the Series 2022-6 Series Related Documents to which it is a party and the performance of its obligations under such documents will not (i) conflict with, or be a material breach or material default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document under which the Trust is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the Trust’s properties or assets under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document (other than this Indenture and the Transaction Documents), (iii) violate the Trust Agreement or (iv) violate a Law or, to the Trust’s knowledge, an order, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction
 
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over the Trust or its properties that applies to the Trust, which, in each case of clauses (i) through (iv), would reasonably be expected to have a Material Adverse Effect.
 
(d) No Proceedings. To the Trust’s knowledge, there are no proceedings or investigations pending or threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Trust or its properties (i) asserting the invalidity of the Transaction Documents, the Series 2022-6 Series Related Documents or the Notes, (ii) seeking to prevent the issuance of the Notes or the completion of the transactions contemplated by the Transaction Documents or the Series 2022-6 Series Related Documents, (iii) seeking any determination or ruling that would reasonably be expected to have a Material Adverse Effect or would materially adversely impact the validity or enforceability of the Notes or (iv) relating to the Trust that would reasonably be expected to (A) affect the treatment of the Notes (other than the Retained Notes) as indebtedness for purposes of U.S. federal and State income tax, franchise tax, and any other tax imposed on or measured in whole or in part by income, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the Trust to be treated as an association or publicly traded partnership, in either case taxable as a corporation for U.S. federal income tax purposes, in each case, other than any proceedings that, to the Trust’s knowledge, would not reasonably be expected to have a material adverse effect on the Trust, the performance by the Trust of its obligations under, or the validity and enforceability of, the Transaction Documents, the Series 2022-6 Series Related Documents or the Notes or the tax treatment of the Trust or the Notes.

(e) No Investment Company.  The Trust is not an “investment company” as defined in the Investment Company Act.  In making this determination, the Trust is relying on the definition in Section 3(c)(5) of the Investment Company Act, although other exclusions or exemptions may also be available to the Trust.
 
(f) Volcker Rule.  The Trust is structured not to be a “covered fund” under the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, commonly known as the “Volcker Rule.”
 
Section 3.14  Trust’s Representations and Warranties About Security Interest.  The Trust represents and warrants to the Indenture Trustee as of the Closing Date, which representations and warranties will survive the termination of this Indenture and may not be waived by the Indenture Trustee:
 
(a) Valid Security Interest.  This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Series 2022-6 Collateral in favor of the Indenture Trustee which is prior to all other Liens, other than Permitted Liens, and is enforceable against creditors of, purchasers from and transferees and absolute assignees of the Trust.
 
(b) Good Title.  The Trust owns and has good title to the Series 2022-6 Collateral free and clear of any Lien, other than Permitted Liens.  The Trust has received all consents and approvals required by the terms of the Series 2022-6 Collateral to Grant to the Indenture Trustee all of its right, title and interest in the Series 2022-6 Collateral, except if a requirement for consent or approval is extinguished under the applicable UCC.
 
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(c) Filing Financing Statements.  The Trust has caused, or will cause within ten (10) days after the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law to perfect the security interest Granted in the Series 2022-6 Collateral to the Indenture Trustee under this Indenture.  All financing statements filed or to be filed against the Trust in favor of the Indenture Trustee under this Indenture describing the Series 2022-6 Collateral will contain a statement to the following effect: “A purchase, 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 Series 2022-6 Secured Parties.”
 
(d) No Other Sale, Grant or Financing Statements.  Other than the security interest Granted to the Indenture Trustee under this Indenture, the Trust has not sold or Granted a security interest in any of the Series 2022-6 Collateral.  The Trust has not authorized the filing of and is not aware of any financing statements against the Trust that include a description of collateral covering any of the Series 2022-6 Collateral, other than financing statements relating to the security interest Granted to the Indenture Trustee under this Indenture.  The Trust is not aware of any judgment or tax Lien filings against it.
 
(e) Series 2022-6 Securities Account.  All Permitted Investments have been and will be credited to a Series 2022-6 Securities Account.  The Securities Intermediary for each Series 2022-6 Securities Account has agreed to treat all assets credited to the Series 2022-6 Securities Accounts as “financial assets” within the meaning of the applicable UCC.
 
(f) Securities Intermediary Agreement.  The Trust has delivered to the Indenture Trustee a fully executed Series 2022-6 Account Control Agreement (1) that provides that the agreement is governed solely by the law of the State of New York and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention, (2) pursuant to which the Securities Intermediary has agreed to comply with all instructions originated by the Indenture Trustee relating to the Series 2022-6 Securities Accounts without further consent by the Trust, and (3) with a Securities Intermediary that at the time of this Indenture has one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the “qualifying office” condition provided in the second sentence of Article 4(1) of the Hague Securities Convention.
 
(g) Name of Series 2022-6 Securities Accounts.  The Series 2022-6 Securities Accounts are not in the name of a Person other than the Trust or the Note Paying Agent.  The Trust has not consented to the Securities Intermediary of a Series 2022-6 Securities Account complying with entitlement orders of a Person other than the Indenture Trustee.
 
ARTICLE IV

SATISFACTION AND DISCHARGE
 
Section 4.1  Satisfaction and Discharge of Indenture.
 
(a) Conditions to Satisfaction and Discharge.  Except as stated in Section 4.1(c), this Indenture will cease to be of further effect for the Notes if:
 
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(i) either (A) the Notes that have been authenticated and delivered (other than (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid under Section 2.7 and (2) Notes for which payment money has been deposited in trust or segregated and held in trust by the Trust and later paid to the Trust or discharged from the trust under Section 3.3) have been delivered to the Indenture Trustee for cancellation or (B) the Notes not delivered to the Indenture Trustee for cancellation have become due and payable and the Trust has deposited or caused to be deposited with the Indenture Trustee money in trust in an amount sufficient to pay and discharge the outstanding Note Balance of the Notes and interest accrued on the Notes on the Redemption Date; and
 
(ii) the Trust has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel meeting the requirements of Section 11.3.
 
(b) Acknowledgement of Satisfaction and Discharge.  After the satisfaction and discharge of the Indenture under Section 4.1(a), the Indenture Trustee will (i) upon receipt of a Trust Order and at the expense of the Trust, execute documents acknowledging satisfaction and discharge of this Indenture and (ii) at the request of the Owner Trustee, the Indenture Trustee will deliver to the Owner Trustee a certificate stating that all Noteholders have been paid in full.
 
(c) Continuing Rights and Obligations.  After the satisfaction and discharge of this Indenture, this Indenture will continue for (i) rights of registration of transfer and exchange, (ii) replacement of mutilated, destroyed, lost or stolen Notes, (iii) the rights of Noteholders to receive payments of principal of and interest on the Notes, (iv) the obligations of the Indenture Trustee and any Note Paying Agent under Section 3.3, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture and (vi) the rights of the Series 2022-6 Secured Parties as beneficiaries of this Indenture in the property deposited with the Indenture Trustee payable to them for a period of two years after the satisfaction and discharge.
 
ARTICLE V

EVENTS OF DEFAULT; REMEDIES
 
Section 5.1  Events of Default.
 
(a) Indenture Trustee to Notify.  In addition to the notice obligations of the Indenture Trustee under Section 6.5(a), the Indenture Trustee will notify the Noteholders within five (5) Business Days after a Responsible Person of the Indenture Trustee has actual knowledge of the occurrence of an Event of Default with respect to Group 1.
 
Section 5.2  Acceleration of Maturity; Rescission.
 
(a) Acceleration.  If a Primary Event of Default with respect to Group 1 or a Secondary Event of Default with respect to Group 1, other than a Secondary Event of Default with respect to Group 1 set forth under clause (iv) of the definition of Event of Default, in each case, as set forth in the Group Supplement for Group 1 occurs and is continuing, the Indenture Trustee may, or the Noteholders of a majority of the Note Balance of the Controlling Class may, declare the Notes to be accelerated by notifying the Trust (and the Indenture Trustee if declared by the Noteholders).  If a Secondary Event of Default with respect to Group 1 set forth under
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clause (iv) of the definition of Event of Default as set forth in the Group Supplement for Group 1 occurs, the Notes will be accelerated and will automatically become immediately due and payable without a declaration or other act of the Indenture Trustee or a Noteholder.  On acceleration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest and unpaid Additional Interest Amounts and Make-Whole Payments, if any, will become immediately due and payable.  On the declaration of acceleration or upon actual knowledge of a Responsible Person of the Indenture Trustee of an automatic acceleration, the Indenture Trustee will promptly notify the Trust, the Master Collateral Agent, each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Series 2022-6 Account.
 
(b) Rescission of Acceleration.  The Noteholders of a majority of the Note Balance of the Controlling Class, by notifying the Trust and the Indenture Trustee (who will notify the Master Collateral Agent), may rescind any declaration of acceleration of the Notes if:
 
(i) notice of the rescission is given before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee or the Master Collateral Agent as stated in this Article V;
 
(ii) the Trust has deposited with the Indenture Trustee an amount sufficient to (A) pay the due and unpaid principal of and interest on the Notes and all other amounts that would then be due under this Indenture or on the Notes if the Event of Default with respect to Group 1 giving rise to the acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Trust in respect of Series 2022-6; and
 
(iii) all Events of Default with respect to Group 1, other than the non-payment of amounts due solely because of acceleration, have been cured or waived by Noteholders of the majority of the Note Balance of the Controlling Class, pursuant to and subject to the terms of Section 5.14.
 
Section 5.3  Collection of Indebtedness by Indenture Trustee.
 
(a) Overdue Amounts.  If a Primary Event of Default with respect to Series 2022-6 as set forth in the Group Supplement for Group 1 occurs and is continuing, the Trust, on demand of the Indenture Trustee, will pay to the Note Paying Agent for the benefit of the Noteholders, the overdue amount with interest at the rate of interest then applicable to the Notes.
 
(b) Collection Costs.  In addition, the Trust will pay the costs of collection, including the expenses of the Indenture Trustee and its agents, counsel, accountants and experts due to the Indenture Trustee under Section 6.7.
 
(c) Proceedings.  If the Trust fails to pay those amounts and the collection costs set forth in Section 5.3(b) on demand, the Indenture Trustee, in its own name and as trustee of an express trust, may start a Proceeding to collect the money due and unpaid, and may pursue the Proceeding to final judgment, and may enforce the judgment against the Trust and collect the money due and unpaid in the manner provided by law out of the Group 1 Assets and, to the extent required, a portion of the Group Assets of any other Group, as set forth in Section 6.1 of the Master Collateral Agreement.
 
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Section 5.4  Trustee May File Proofs of Claim.
 
(a) Proofs of Claim.  If there is a Proceeding involving the Trust under the Bankruptcy Code or another bankruptcy, insolvency or other similar law, or in case a trustee, liquidator, receiver or similar official has been appointed for or taken possession of the Trust or its property, the Indenture Trustee may:
 
(i) file a proof of claim for the due and unpaid principal of and interest on the Notes and file other proofs of claim (including any claims for compensation or indemnification under Section 6.7) or documents necessary or advisable to have the claims of the Indenture Trustee on behalf of the Series 2022-6 Secured Parties allowed in the Proceedings or in other judicial proceedings involving the Trust, its creditors and its property;
 
(ii) unless prohibited by applicable Law, vote on behalf of the Series 2022-6 Secured Parties in the election of a trustee, a standby trustee or a Person performing similar functions in the Proceedings; and
 
(iii) collect and receive any money or other property payable or deliverable on the claims and pay all amounts received on the claims of the Series 2022-6 Secured Parties, including the claims asserted by the Indenture Trustee on their behalf.

(b) Authorization by Noteholders.  Each Noteholder authorizes a trustee, liquidator, receiver or similar official in a Proceeding to make payments to the Indenture Trustee and, if the Indenture Trustee consents to make payments directly to the Noteholders, to pay to the Indenture Trustee the amounts owed to the Indenture Trustee under Section 6.7.
 
(c) No Right to Consent or Vote.  Except as permitted under Section 5.4(a)(ii), this Indenture (i) does not authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of a Noteholder a plan of reorganization, arrangement, adjustment or composition affecting the Notes and (ii) does not limit the rights of a Noteholder to authorize the Indenture Trustee to vote on the claim of a Noteholder in the Proceeding.
 
Section 5.5  Enforcement of Claims Without Possession of Notes.
 
(a) Notes not Required.  The Indenture Trustee may enforce its rights and make claims under this Indenture, or under the Notes, without the possession of the Notes or the production of the Notes in a Proceeding.  A Proceeding started by the Indenture Trustee will be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses and indemnity of the Indenture Trustee and its agents, counsel, accountants and experts due to the Indenture Trustee under Section 6.7, will be for the benefit of the Series 2022-6 Secured Parties for which the judgment has been recovered.
 
(b) Proceeding.  In any Proceeding brought by the Indenture Trustee (and any Proceeding involving the interpretation of this Indenture to which the Indenture Trustee is a party), the Indenture Trustee will be held to represent all the Series 2022-6 Secured Parties, and it will not be necessary to make any Series 2022-6 Secured Party, including a Noteholder, a party to the Proceeding.
 
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Section 5.6  Remedies; Priorities.
 
(a) Remedies.  If the Notes have been accelerated under Section 5.2(a) and the declaration of acceleration has not been rescinded according to Section 5.2(b), the Indenture Trustee may, and at the direction of the Noteholders of a majority of the Note Balance of the Controlling Class must, do one or more of the following (subject to Section 5.7):
 
(i) start a Proceeding in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture on the Notes, enforce any judgment obtained and collect from the Trust money adjudged due;
 
(ii) take any other action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; or
 
(iii) vote as a Group Creditor Representative for Group 1 to cause the Trust to sell the Group 1 Assets and, to the extent required, a portion of the Group Assets of any other Group, as set forth in Section 6.1 of the Master Collateral Agreement.
 
(b) Notice of Sale of Collateral.  The Indenture Trustee will notify each Noteholder and the Depositor of a sale under Section 5.6(a)(iii) above and Section 6.1 of the Master Collateral Agreement at least fifteen (15) days before the sale.  A Noteholder, the Depositor or the Servicer may submit a bid during the sale.
 
(c) [Reserved].
 
(d) Payments Following Acceleration and any Sale of Collateral.  Any money or property deposited with the Indenture Trustee as Series 2022-6 Available Funds after the occurrence of an Event of Default with respect to Group 1 that has not been waived or cured and an acceleration of the Notes, including after the sale of Group 1 Assets and, to the extent required, a portion of the Group Assets of any other Group, as set forth in Section 6.1 of the Master Collateral Agreement, will be deposited in the Distribution Account for distribution according to Section 8.2(e) on the Payment Date after the Collection Period during which those amounts are collected.  In all other circumstances, Section 8.2(c) will continue to apply after an Event of Default with respect to Group 1.
 
Section 5.7  [Reserved].
 
Section 5.8  Limitation on Suits.
 
(a) Proceedings.  No Noteholder has the right to start a Proceeding under this Indenture or for the appointment of a receiver or trustee, or for any other remedy under this Indenture, unless all of the following have occurred:
 
(i) the Noteholder has notified the Indenture Trustee of a continuing Event of Default with respect to Group 1;
 
(ii) the Noteholders of at least 25% of the Note Balance of the Controlling Class have requested the Indenture Trustee to start the Proceeding for the Event of
 
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Default with respect to Group 1 in its own name as Indenture Trustee under this Indenture;
 
(iii) the Noteholders have offered reasonable indemnity satisfactory to the Indenture Trustee against any liabilities that may be incurred by the Indenture Trustee, or its agents, counsel, accountants and experts, in complying with the request;
 
(iv) the Indenture Trustee has failed to start the Proceedings for sixty (60) days after it receives the notice, request and offer of indemnity; and
 
(v) the Noteholders of a majority of the Note Balance of the Controlling Class have not given the Indenture Trustee a direction inconsistent with the request during that sixty (day) period.
 
(b) No Right to Impair.  No Noteholder has the right to impair the rights of another Noteholder or to seek or obtain priority or preference over another Noteholder or to enforce any right under this Indenture, except in the manner stated in this Indenture.
 
(c) Conflicting Requests.  If the Indenture Trustee receives conflicting requests under Section 5.8(a)(ii) from two or more groups of Noteholders, each evidencing less than a majority of the Note Balance of the Controlling Class, the Indenture Trustee will take the action requested by the Noteholders representing the greatest percentage of the Note Balance of the Controlling Class, notwithstanding any other provision of this Indenture.
 
Section 5.9  Unconditional Rights to Receive Principal and Interest.  Each Noteholder has an absolute and unconditional right to receive payment of the principal of and interest on its Note on or after the due dates stated in the Note or in this Indenture (or, for redemption, on or after the Redemption Date) and to start a Proceeding for the enforcement of the payment according to Section 5.8.  Those rights may not be impaired or affected without the consent of the Noteholder.
 
Section 5.10  Restoration of Rights and Remedies.  If the Indenture Trustee or a Noteholder has started a Proceeding to enforce a right or remedy under this Indenture and the Proceeding has been discontinued or abandoned or has been determined adversely to the Indenture Trustee or to the Noteholder, then the Trust, the Indenture Trustee and the Noteholders, subject to a determination in the Proceeding, will be restored to their former positions under this Indenture, and all rights and remedies of the Indenture Trustee and the Noteholders will continue as though no Proceeding had been started.
 
Section 5.11  Rights and Remedies Cumulative.  No right or remedy of the Indenture Trustee or the Noteholders under this Indenture is intended to be exclusive of any other right or remedy, and every right and remedy, if permitted by law, will be cumulative and in addition to every other right and remedy under this Indenture.  The exercise of a right or remedy will not prevent the exercise of another right or remedy at the same time.  The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture will not be affected by the seeking, obtaining or use of other relief under this Indenture.  The rights or remedies of the Indenture Trustee or the Noteholders will not be impaired by the recovery of a judgment by the Indenture Trustee against the Trust or by the execution of a judgment on the Group 1 Assets.
 
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Section 5.12  Delay or Omission Not a Waiver.  No delay or omission of the Indenture Trustee or a Noteholder to exercise a right or remedy after a Potential Default with respect to Group 1 or Event of Default with respect to Group 1 will impair the right or remedy or be a waiver of the Potential Default with respect to Group 1 or Event of Default with respect to Group 1.  Every right and remedy given by this Article V or by law to the Indenture Trustee or to the Noteholders may be exercised as often as deemed advisable by the Indenture Trustee or by the Noteholders.
 
Section 5.13  Control by Noteholders.  The Noteholders of a majority of the Note Balance of the Controlling Class have the right to direct the time, method and place of conducting a Proceeding for a remedy available to the Indenture Trustee for the Notes or exercising a trust or power of the Indenture Trustee, subject to the following terms:
 
(a) No Conflict.  The direction does not conflict with Law or with this Indenture.
 
(b) Direction to Sell or Liquidate.  Except under Section 5.6(a)(iii), a direction to the Indenture Trustee to vote pursuant to Section 6.1(a)a.(A) or Section 6.1(a)b.(A) of the Master Collateral Agreement as a Group Creditor Representative for Group 1 to cause the Trust to sell the Group 1 Assets and, to the extent required, a portion of the Group Assets of any other Group, as set forth in Section 6.1 of the Master Collateral Agreement, must have been made by the Noteholders of 100% of the Note Balance of the Controlling Class.
 
(c) [Reserved].
 
(d) Other Action.  The Indenture Trustee may take other action considered advisable by the Indenture Trustee that is not inconsistent with the direction from the Noteholders of a majority of the Note Balance of the Controlling Class.
 
(e) Adverse Action.  The Indenture Trustee need not take an action for which it will not be adequately indemnified or that it determines might have a material adverse effect on the rights of Noteholders not consenting to the action.
 
Section 5.14  Waiver of Potential Defaults and Events of Default.
 
(a) Waiver by Controlling Class.  The Noteholders of a majority of the Note Balance of the Controlling Class may waive a Potential Default with respect to Group 1 or Event of Default with respect to Group 1 except an Event of Default with respect to Group 1 (i) in the payment of principal of or interest, Additional Interest Amounts or Make-Whole Payments on the Notes (other than an Event of Default with respect to Group 1 relating to failure to pay principal due only by reason of acceleration) or (ii) for a covenant or term of this Indenture that cannot be amended, supplemented or modified without the consent of all Noteholders.
 
(b) Effect of Waiver.  On any waiver, the Potential Default with respect to Group 1 or Event of Default with respect to Group 1 will be considered not to have occurred with respect to Series 2022-6 for all purposes of this Indenture.  No waiver will extend to any other Potential Default with respect to Group 1 or Event of Default with respect to Group 1 or impair any right relating to any other Potential Default with respect to Group 1 or Event of Default with respect to Group 1.

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Section 5.15  Agreement to Pay Costs.  The parties to this Indenture agree, and each Noteholder by its acceptance of a Note will be deemed to have agreed, that a court may in its discretion require, in a Proceeding for the enforcement of a right or remedy under this Indenture, or in a Proceeding against the Indenture Trustee for an action taken or not taken by it as Indenture Trustee, the filing by a party litigant in the Proceeding of an agreement to pay the costs of the Proceeding, and that the court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against a party litigant in the Proceeding.  This Section 5.15 will not apply to (a) a Proceeding started by the Indenture Trustee, (b) a Proceeding started by a Noteholder or group of Noteholders holding more than 10% of the Note Balance of the Notes (or for a Proceeding for the enforcement of a right or remedy under this Indenture that is started by the Controlling Class, holding more than 10% of the Note Balance of the Controlling Class) or (c) a Proceeding started by a Noteholder for the enforcement of the payment of principal of or interest on a Note on or after the respective due dates expressed in the Note and in this Indenture (or, for redemption, on or after the Redemption Date).
 
Section 5.16  Waiver of Stay or Extension Laws.  The Trust agrees that it will not plead or in any manner claim or take the benefit of, a stay or extension that may affect the performance of its obligations under this Indenture, and the Trust waives the benefit of such law.
 
Section 5.17  Performance and Enforcement of Obligations.
 
(a) Actions Requested by Indenture Trustee.  At the Administrator’s expense, until the date on which all Notes are paid in full and this Indenture is discharged, the Trust will promptly take any lawful action the Indenture Trustee requests to (i) compel the performance by (A) the Depositor and the Servicer of their obligations to the Trust under the Transfer and Servicing Agreement and the Additional Transferor Receivables Transfer Agreement or (B) the Depositor and the Originators of their obligations under the Originator Receivables Transfer Agreement and (ii) exercise any rights, remedies, powers, privileges and claims available to the Trust under those agreements as directed by the Indenture Trustee.
 
(b) Exercise by Indenture Trustee.  If an Event of Default with respect to Group 1 has occurred and is continuing, until the date on which all Notes are paid in full and this Indenture is discharged, (i) the Indenture Trustee may, and at the written direction of the Noteholders of at least 66-2/3% of the Note Balance of the Controlling Class will, exercise all rights, remedies, powers, privileges and claims of the Trust against (A) the Depositor or the Servicer under the Transfer and Servicing Agreement and the Additional Transferor Receivables Transfer Agreement and (B) the Depositor and the Originators under the Originator Receivables Transfer Agreement, including the right or power to take any action to compel or secure performance or observance by those Persons of their obligations to the Trust under those agreements, and to give a consent, request, notice, direction, approval, extension or waiver under those agreements and (ii) the right and power of the Trust to take any such action will be suspended.
 
 
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ARTICLE VI

INDENTURE TRUSTEE
 
Section 6.1  Indenture Trustee’s Obligations.
 
(a) Standard of Care.  If an Event of Default with respect to Group 1 has occurred and is continuing, the Indenture Trustee will exercise the rights and powers vested in it under this Indenture using the same degree of care and skill as a prudent person would use under the circumstances in the conduct of that person’s own affairs.
 
(b) Obligations; Reliance.  Except during the continuance of an Event of Default with respect to Group 1:
 
(i) the Indenture Trustee agrees to perform the duties and only such duties as specifically stated in this Indenture and no implied covenants, duties (including fiduciary duties) or obligations are to be read into this Indenture against the Indenture Trustee; and
 
(ii) in the absence of willful misconduct, bad faith or negligence on its part, the Indenture Trustee may conclusively rely, for the truth of the statements and the correctness of the opinions furnished to it, on certificates or opinions furnished to it and, if required by this Indenture, conforming to the requirements of this Indenture.  The Indenture Trustee will examine the certificates and opinions to determine whether or not they conform as to form to the requirements (but need not confirm or investigate the accuracy of mathematical calculations or other facts therein), if any, of this Indenture.
 
(c) Indenture Trustee Liable.  The Indenture Trustee will not be relieved from liability for its own willful misconduct, bad faith or negligence, except that:
 
(i) this Section 6.1(c) does not limit the effect of Section 6.1(b);
 
(ii) the Indenture Trustee will not be liable for an error of judgment made in good faith unless it is proved that the Indenture Trustee was negligent in determining the relevant facts; and
 
(iii) the Indenture Trustee will not be liable for any action taken or not taken in good faith according to this Indenture or the Transfer and Servicing Agreement or a direction received by it from the Noteholders in accordance with the provisions of this Indenture or the Transfer and Servicing Agreement.
 
(d) Not Liable for Interest.  The Indenture Trustee will not be liable for interest on money received by it, except as the Indenture Trustee may agree in writing with the Trust.
 
(e) Not Required to Segregate.  The Indenture Trustee need not segregate any funds held by it in trust under this Indenture from other funds unless required by Law, this Indenture or the Transfer and Servicing Agreement.
 
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(f) Section Governs.  Whether or not expressly so provided, every provision of this Indenture relating to the conduct of the Indenture Trustee, the liability of the Indenture Trustee or giving protection to the Indenture Trustee is subject to this Section 6.1 and to the TIA.
 
(g) No Deemed Knowledge.  The Indenture Trustee will not be deemed to have knowledge of a breach of the Group Eligibility Representation, Potential Default with respect to Group 1 or any Event of Default with respect to Group 1 or any other fact (including whether any reacquisition or acquisition request remains unresolved for one-hundred eighty (180) days) or event unless (i) a Responsible Person of the Indenture Trustee has actual knowledge of the breach, Potential Default with respect to Group 1, Event of Default with respect to Group 1 or other fact or event or (ii) where written notice is required, a Responsible Person of the Indenture Trustee has actually received written notice of the specific breach, Potential Default with respect to Group 1, Event of Default with respect to Group 1 or other fact or event at its Corporate Trust Office, and such notice specifically identifies the Trust, this Indenture and such breach, Potential Default with respect to Group 1, Event of Default with respect to Group 1, or other fact or event.  Any notice of an occurrence of a breach of the Group Eligibility Representation under a Receivables Transfer Agreement or the Transfer and Servicing Agreement delivered to the Indenture Trustee shall specifically identify the Group 1 Receivables in breach.  Knowledge or information acquired by U.S. Bank Trust Company, National Association in its capacity as Indenture Trustee, Note Paying Agent or Note Registrar, as applicable, shall not be imputed to U.S. Bank Trust Company, National Association in any other capacity in which it may act under the Transaction Documents or any Series 2022-6 Series Related Document or to any affiliate of U.S. Bank Trust Company, National Association and vice versa.  For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report under the Asset Representations Review Agreement shall not constitute knowledge of any such event or breach.
 
(h) [Reserved].
 
(i) No Duty to Monitor or Administer.  Except as expressly provided in this Indenture and the other Series 2022-6 Series Related Documents, the Indenture Trustee shall have no obligation to administer, service or collect the Group 1 Receivables or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Group 1 Receivables.
 
(j) Enforceable in all Capacities.  The rights, privileges, protections, immunities and benefits given to the Indenture Trustee in this Article VI, including its right to be indemnified, are extended to, and will be enforceable by, the Indenture Trustee in each of its capacities under this Indenture and the other Series 2022-6 Series Related Documents, including as Authenticating Agent, Note Registrar and Note Paying Agent under this Indenture and as a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC under the Series 2022-6 Account Control Agreement.
 
(k) Not Required to Pay or Risk Funds.  The Indenture Trustee is not obligated to (i) exercise the rights or powers under this Indenture or the other Series 2022-6 Series Related Documents, expend or risk its own funds or incur any financial liability in the performance of its obligations under this Indenture or the other Series 2022-6 Series Related Documents, including after an Event of Default with respect to Group 1, if it has reasonable grounds to believe that
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payment of such funds or adequate indemnity satisfactory to it against that risk or liability is not reasonably assured or given to it by the Trust or (ii) start, pursue or defend litigation, investigate any matter or honor the request or direction of the Noteholders under this Indenture, unless the Noteholders have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it for the reasonable expenses that might be incurred by the Indenture Trustee in complying with the request or direction. Notwithstanding anything to the contrary in this Indenture, the Indenture Trustee will not be required to take any action if the Indenture Trustee reasonably determines that such action (x) will not be in the best interests of the Noteholders or (y) will be contrary to applicable Law.  The permissive right of the Indenture Trustee to take any action under the Series 2022-6 Series Related Documents shall not be construed as a duty to take such action.
 
(l) Force Majeure.  The Indenture Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Indenture from or caused by, directly or indirectly, forces beyond its control, including, but not limited to, strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes, interruptions, loss or failures of mechanical, electronic or communication systems, epidemics, a material adverse change in the COVID-19 pandemic or a new pandemic.  The Indenture Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
 
(m) Consequential Damages.  The Indenture Trustee will not be responsible or liable for special, punitive, indirect or consequential losses or damages (including lost profit), even if the Indenture Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action.
 
(n) No Duty with Respect to Series 2022-6 Collateral.  The Indenture Trustee shall be under no duty or obligation in connection with the acquisition or Grant by the Trust to the Indenture Trustee of any item constituting the Series 2022-6 Collateral, or to evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Trust in connection with its Grant or otherwise, in each case, in order to determine compliance with applicable requirements of and restrictions on transfer in respect of such Series 2022-6 Collateral.
 
(o) No Duty with Respect to Risk Retention.  The Indenture Trustee will not have any obligation or responsibility to monitor or enforce the Sponsor’s compliance with any risk retention requirements under the U.S. Credit Risk Retention Rules or other rules or regulations relating to risk retention.  The Indenture Trustee shall not be charged with knowledge of such rules, nor shall it be liable to any Noteholder or other party for violation of such rules now or hereafter in effect, except as otherwise may be explicitly required by law, rule or regulation.
 
(p) [Reserved].
 
(q) Liability for Dissemination of Information.  Except as required by the Series 2022-6 Series Related Documents, the Indenture Trustee shall not be liable for the dissemination of any information contained in any Review Report or summary thereof, any 10-D or other
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filing, or any other dissemination of information required or made in accordance with the Series 2022-6 Series Related Documents and shall have no responsibility, or liability for the failure of any party to redact or remove any Personally Identifiable Information or other confidential information in any document.
 
Section 6.2  Indenture Trustee’s Rights.
 
(a) Reliance on Documents.  The Indenture Trustee may conclusively rely on any document believed by it to be genuine and which appears on its face to be properly executed and signed or presented by the proper Person.  The Indenture Trustee is not required to investigate any facts or matters or to verify any calculations or amounts stated in any document (including the Monthly Investor Report).  The Indenture Trustee will not be liable for any action taken or not taken in good faith in reliance on a document believed by it to be genuine.
 
(b) Reliance on Opinions.  Before the Indenture Trustee acts or does not act, it may require and rely on an Officer’s Certificate or an Opinion of Counsel, at the expense of the Trust.  The Indenture Trustee will not be liable for any action taken or not taken in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.
 
(c) Use of Agents.  The Indenture Trustee may exercise its rights or powers under this Indenture or perform its obligations under this Indenture either directly or by or through agents or attorneys or a custodian or nominee.  The Indenture Trustee will not be responsible for misconduct or negligence on the part of, or for the supervision of, the agent, counsel, custodian or nominee appointed with due care by it under this Indenture.
 
(d) Good Faith.  The Indenture Trustee will not be liable for any action taken or not taken in good faith which it believes to be authorized or within its rights or powers under this Indenture so long as the action taken or not taken does not amount to negligence.
 
(e) Advice from Counsel.  The Indenture Trustee may consult with counsel, accountants, appraisers or other experts or advisors, and the advice or opinion of counsel, accountants, appraisers or other experts or advisors on any matters relating to this Indenture and the Notes will be full and complete authorization and protection from liability for any action taken or not taken by it under this Indenture in good faith and according to the advice or opinion of that counsel, accountant, appraiser or expert or advisor.
 
(f) No Determination of Materiality.  The Indenture Trustee shall not be required to determine the materiality or adverse effect of breaches of representations or warranties or other events for purposes of notice or enforcement hereunder or under any other Series 2022-6 Series Related Documents or any Transaction Document.
 
(g) Incumbency.  The Indenture Trustee may request that the Trust and any other Person deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
 
(h) No Duty with Respect to Regulatory Requirements.  The Indenture Trustee shall have no responsibility to prepare or file or make any determination with respect to any tax or securities law filing or report, or to monitor, enforce, make any determination or take any action

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with respect to any risk retention requirements or other regulatory requirements and shall have no liability for the failure of the Trust, the Notes or the Noteholders or any other Person to satisfy any such requirements.
 
Section 6.3  Indenture Trustee’s Individual Rights.  The Indenture Trustee and any Note Paying Agent, Note Registrar or Authenticating Agent under this Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may deal with the Trust or its Affiliates with the same rights it would have if it were not Indenture Trustee or Note Paying Agent, Note Registrar or Authenticating Agent.
 
Section 6.4  Indenture Trustee’s Disclaimer.  The Indenture Trustee will not be liable for (a) the validity or adequacy of this Indenture or the Notes, (b) the Trust’s use of the proceeds from the Notes, (c) any statement of the Trust in this Indenture or in the Notes, other than the Indenture Trustee’s certificate of authentication, or (d) any statement of the Trust, the Depositor or the Servicer in any prospectus or offering document used for the offering or sale of the Notes.
 
Section 6.5  Notice of Potential Defaults and Notice of Payment Defaults.  Within ninety (90) days after a Responsible Person of the Indenture Trustee has actual knowledge of, or actually receives written notice of, a Potential Default with respect to Group 1, the Indenture Trustee will mail, as described in Section 313(c) of the TIA, to each Noteholder, notice of the Potential Default, unless the Potential Default has been corrected or waived.  However, except for a Potential Default in the payment of principal of or interest on a Note, the Indenture Trustee may withhold the notice if and so long as a committee of its Responsible Persons in good faith determines that the withholding of the notice is in the interests of the Noteholders.
 
Section 6.6  Reports by Indenture Trustee.
 
(a) Tax Information.  Starting in the year after the Closing Date, the Indenture Trustee will deliver or make available to each Person who at any time during the prior calendar year was a Noteholder of record, a statement containing the information required to be given to a noteholder by an issuer of indebtedness, in the form and at the time required under the Code.
 
(b) Monthly Investor Report.  On each Payment Date, the Indenture Trustee will deliver the Monthly Investor Report to each Noteholder of record as of the most recent Record Date (which delivery may be made by e-mail to the e-mail addresses in the Note Register without need for confirmation of receipt or by making the report available to the Noteholders through the Indenture Trustee’s website, which initially is located at https://pivot.usbank.com (or via such other internet website as may be designated by the Indenture Trustee for such purpose)).  Noteholders with questions may direct them to the Indenture Trustee’s bondholder services group at (800) 934-6802.
 
(c) [Reserved]. 
 
(d) Annual Assessment of Compliance.  On or before March 1 of each year, beginning in the year after the Closing Date, the Indenture Trustee will:
 
(i) deliver to the Trust, the Depositor, the Administrator and the Servicer, a report regarding the Indenture Trustee’s assessment of compliance with the Servicing
 
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Criteria specified on Exhibit B during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Indenture Trustee, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.  Such report shall be addressed to the Trust and signed by an authorized officer of the Indenture Trustee; and,
 
(ii) deliver to the Trust, the Depositor, the Administrator and the Servicer a report of a registered public accounting firm reasonably acceptable to the Trust and the Administrator that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph.  This attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act.
 
The reports will be delivered in a format suitable for filing with the Commission on EDGAR.
 
(e) Obligation to Update Disclosure.  The Indenture Trustee will notify and provide information, and certify that information in an Officer’s Certificate, to the Trust, the Administrator and the Depositor on the occurrence of any event or condition relating to the Indenture Trustee or actions taken by the Indenture Trustee that (i) may be required to be disclosed by the Trust under Item 2 (the institution of, material developments in, or termination of legal proceedings against the Indenture Trustee that are material to the Noteholders) of Form 10-D under the Exchange Act within five (5) Business Days of a Responsible Person of the Indenture Trustee having actual knowledge of such proceeding, (ii) the Trust, or the Administrator on behalf of the Trust, reasonably requests of the Indenture Trustee that the Administrator believes is necessary to comply with the Trust’s reporting obligations under the Exchange Act within two (2) Business Days of request, (iii) is required to be disclosed under Item 5 (submission of matters to a vote of the Noteholders) of Form 10-D under the Exchange Act within five (5) Business Days of a Responsible Person of the Indenture Trustee having actual knowledge of the submission, or (iv) is required to be disclosed under Item 6.04 (failure to make a distribution when required) of Form 8-K under the Exchange Act within two (2) Business Days of the failure to make a distribution when required, as applicable.
 
Section 6.7  Compensation and Indemnity.
 
(a) Fees.  The Trust will pay the Indenture Trustee as compensation for performing its obligations under this Indenture the Indenture Trustee Fee.  The Indenture Trustee’s compensation will not be limited by law on compensation of a trustee of an express trust.  The Trust will reimburse the Indenture Trustee for its reasonable expenses in performing its obligations under this Indenture and the other Series 2022-6 Series Related Documents, including costs of collection and the reasonable compensation and expenses of the Indenture Trustee’s agents, counsel, accountants and experts, but excluding expenses resulting from the Indenture Trustee’s willful misconduct, bad faith or negligence.
 
(b) Indemnification.  The Trust agrees to indemnify U.S. Bank Trust Company, National Association in each of its capacities under this Indenture and the other Series 2022-6 Series Related Documents and its officers, directors, employees and agents (each, an “Indemnified Person”) against any and all loss, liability, claim, suit, action, expense (including
 
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reasonable attorney’s fees and expenses), damages, costs and disbursements incurred in connection with, arising out of or resulting from the administration of the trusts created hereunder and the performance of its obligations under this Indenture and the other Series 2022-6 Series Related Documents (including any such amount incurred by the Indemnified Person in connection with (x) defending itself against any claim, legal action or proceeding or (y) the enforcement of any indemnification or other obligation of the Trust, the Servicer or any other transaction party) not resulting from (i) the Indenture Trustee’s own willful misconduct, negligence or bad faith or (ii) the Indenture Trustee’s breach of its representations or warranties in this Indenture.
 
(c) Proceedings.  If an Indemnified Person receives notice of the start of a Proceeding against it, the Indemnified Person will, if a claim under the Proceeding will be made under this Section 6.7, promptly notify the Trust of the Proceeding; provided, that the failure to give such notice shall not affect the right of an Indemnified Person to indemnification hereunder to the extent that such failure does not prejudice the rights of the Trust or the Indemnified Person in such Proceeding.  The Trust may participate in and assume the defense and settlement of the Proceeding at its expense.  If the Trust notifies the Indemnified Person of its intention to assume the defense of the Proceeding, the Trust will assume such defense with counsel reasonably satisfactory to the Indemnified Person and in a manner reasonably satisfactory to the Indemnified Person.  The Trust will not be liable for legal expenses of separate counsel to the Indemnified Person unless there is a conflict between the interests of the Trust and the Indemnified Person.  If there is a conflict or if the parties cannot reasonably agree as to the selection of counsel, the Trust will pay for the separate counsel to the Indemnified Person.  No settlement of the Proceeding in which a claim is brought against the Trust may be settled in the name of, on behalf of or in any manner in which the Trust is understood to acknowledge the validity of any claim without the approval of the Trust and the Indemnified Person, which approvals will not be unreasonably withheld.
 
(d) Survival of Obligations.  The Trust’s obligations to the Indenture Trustee under this Section 6.7 will survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture.  Expenses incurred by the Indenture Trustee after the occurrence of a Potential Default with respect to Group 1 stated in clause (iv) of the definition of Event of Default are intended to be expenses of administration under the Bankruptcy Code or another applicable federal or State bankruptcy, insolvency or similar law.
 
(e) Repayment.  If the Trust makes a payment from Series 2022-6 Available Funds to an Indemnified Person under Section 6.7(b) and the Indemnified Person later collects from others any amounts for which the payment was made, the Indemnified Person will promptly repay those amounts to the Trust.
 
(f) Available Funds.  Payments required to be made by the Trust under this Section 6.7 will be made solely from Series 2022-6 Available Funds used to make payments under this Indenture.
 
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Section 6.8  Resignation or Removal of Indenture Trustee.
 
(a) Resignation.  The Indenture Trustee may resign by notifying the Trust and the Administrator in writing at least thirty (30) days in advance.
 
(b) Removal by Controlling Class.  The Noteholders of a majority of the Note Balance of the Controlling Class may, without cause, remove the Indenture Trustee and terminate its rights and obligations under this Indenture by notifying the Indenture Trustee and the Trust, in writing, at least thirty (30) days prior to such removal.
 
(c) Removal by Trust.  The Trust must remove the Indenture Trustee and terminate its rights and obligations under this Indenture if:
 
(i) the Indenture Trustee fails to comply with the eligibility requirements in Section 6.11;
 
(ii) the Indenture Trustee becomes legally unable to act or incapable of acting as Indenture Trustee; or
 
(iii) an Insolvency Event for the Indenture Trustee occurs.
 
(d) Appointment of Successor.  If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee, the Trust or the Noteholders of a majority of the Note Balance of the Controlling Class must appoint a successor Indenture Trustee promptly.  If a successor Indenture Trustee does not take office within sixty (60) days after the Indenture Trustee resigns or is removed, the Indenture Trustee, the Trust or the Noteholders of a majority of the Note Balance of the Controlling Class may petition a court of competent jurisdiction (at the expense of the Trust) to appoint a successor Indenture Trustee.
 
(e) Acceptance of Appointment.  No resignation or removal of the Indenture Trustee will become effective until the acceptance of appointment by the successor Indenture Trustee under this Section 6.8.  Any successor Indenture Trustee will deliver a written acceptance of its appointment to the outgoing Indenture Trustee, the Trust and the Administrator.  The Trust will continue to pay amounts owed to the predecessor Indenture Trustee for the period it was Indenture Trustee according to Sections 6.7 and 8.2.  The successor Indenture Trustee will notify the Series 2022-6 Secured Parties of its succession and the Trust or Administrator will deliver a copy of the notice to the Rating Agencies.
 
(f) Transition of Indenture Trustee Obligations.  On the resignation or removal of the Indenture Trustee becoming effective under Section 6.8(e), all rights, powers and obligations of the Indenture Trustee under this Indenture will become the rights, powers and obligations of the successor Indenture Trustee.  The predecessor Indenture Trustee will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.  The Depositor will reimburse the Indenture Trustee and any successor Indenture Trustee for expenses related to the replacement of the Indenture Trustee, if those amounts have not been paid under Section 8.2.
 
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Section 6.9  Merger or Consolidation; Transfer of Assets.
 
(a) Merger or Consolidation.  If the Indenture Trustee merges or consolidates with, or transfers all or substantially all of its corporate trust business or assets to, any Person, the resulting, surviving or transferee Person will be the successor Indenture Trustee so long as that Person is qualified and eligible under Section 6.11.  The Indenture Trustee will promptly notify the Servicer and the Trust of the succession, and the Trust will notify the Rating Agencies.
 
(b) Authentication of Notes.  If, at the time the successor by merger or consolidation to the Indenture Trustee succeeds to the trusts created by this Indenture, Notes have been authenticated but not delivered, the successor Indenture Trustee may adopt the certificate of authentication of a predecessor Indenture Trustee and deliver the Notes so authenticated.  If at that time any Notes have not been authenticated, the successor Indenture Trustee may authenticate the Notes.  In each of those cases, the certificates will have the same force and effect given in the Notes or in this Indenture as the certificate of the predecessor Indenture Trustee.
 
Section 6.10  Appointment of Separate Trustee or Co-Trustee.
 
(a) Appointment.  For the purpose of meeting the legal requirement of a jurisdiction in which part of the Series 2022-6 Collateral may be located or for such other reasons as may be necessary or desirable (including to resolve any conflict of interest issues), after notifying the Trust and the Servicer, the Indenture Trustee may appoint one or more Persons to act as a separate trustee or separate trustees, or co-trustee or co-trustees, of all or part of the Series 2022-6 Collateral, and to vest in those Persons, in this capacity and for the benefit of the Series 2022-6 Secured Parties, title to all or part of the Series 2022-6 Collateral, and, subject to this Section 6.10, rights, powers and obligations the Indenture Trustee may consider necessary or desirable.  No separate trustee or co-trustee will be required to be eligible as a successor trustee under Section 6.11 and no notice to the Series 2022-6 Secured Parties of the appointment of a separate trustee or co-trustee will be required under Section 6.8.
 
(b) Terms of Appointment.  Every separate trustee and co-trustee will be appointed and act subject to the following:
 
(i) all rights, powers and obligations of the Indenture Trustee set forth in the instrument of appointment will be exercised or performed by the separate trustee or the Indenture Trustee or co-trustee jointly (it being understood that a co-trustee will not be authorized to act separately without the Indenture Trustee joining in the act, except if under the law of a jurisdiction in which a particular act or acts are to be performed the Indenture Trustee will be incompetent or unqualified to perform those act or acts, in which event those acts will be exercised and performed singly by the co-trustee, but solely at the direction of the requisite Noteholders);
 
(ii) no trustee will be personally liable by reason of an act or omission of another trustee under this Indenture; and
 
(iii) the Indenture Trustee may accept the resignation of or remove a separate trustee or co-trustee.
 
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(c) Notices.  Any notice, request or other writing given to the Indenture Trustee will be deemed to have been given to each appointed separate trustee and co-trustee, as effectively as if given to each of them.
 
(d) Rights of Appointee.  Every document appointing a separate trustee or co-trustee will refer to this Indenture and the conditions of this Section 6.10.  Each separate trustee and
co-trustee, on its acceptance of its appointment will have the rights, powers and obligations stated in its appointment, subject to this Indenture.  The document will be filed with the Indenture Trustee, and the Indenture Trustee will provide the Trust with a copy of each document.
 
(e) Indenture Trustee as Agent.  A separate trustee or co-trustee, with the consent of the Indenture Trustee, may appoint the Indenture Trustee as its agent or attorney-in-fact with power and authority, if permitted by law, to do each lawful act under or for this Indenture on its behalf and in its name.  If a separate trustee or co-trustee becomes incapable of acting, resigns or is removed, all of its rights, powers and obligations will be exercised by the Indenture Trustee, if permitted by law, without the appointment of a new or successor trustee.
 
Section 6.11  Eligibility.  The Indenture Trustee must satisfy the requirements of Section 310(a) of the TIA and must comply with Section 310(b) of the TIA.  The Indenture Trustee or its parent must have a combined capital and surplus of at least $50,000,000 as stated in its most recent annual published report of condition and must have a long-term debt rating of at least investment grade by each of the Rating Agencies or must be acceptable to each of the Rating Agencies or satisfy the Rating Agency Condition.  Promptly after the Indenture Trustee fails to satisfy the requirements in this Section 6.11 or ceases to be a Qualified Institution, the Indenture Trustee will notify the Trust and the Servicer of the failure.

Section 6.12  Inspections of Indenture Trustee.  The Indenture Trustee agrees that, with reasonable prior notice, it will permit authorized representatives of the Trust, the Servicer or the Administrator, during the Indenture Trustee’s normal business hours, to have access to and review the facilities, processes, books of account, records, reports and other documents and materials of the Indenture Trustee relating to (a) the performance of the Indenture Trustee’s obligations under this Indenture, (b) the payments of fees and expenses of the Indenture Trustee for its performance and (c) any claim made by the Indenture Trustee under this Indenture.  In addition, the Indenture Trustee will permit those representatives to make copies and extracts of the books and records and to discuss them with the Indenture Trustee’s officers and employees.  Any access and review will be subject to the Indenture Trustee’s confidentiality and privacy policies.  The Indenture Trustee will maintain all relevant books, records, reports and other documents and materials for a period of two years after the termination of its obligations under this Indenture.
 
Section 6.13  Indenture Trustee’s Representations and Warranties.  The Indenture Trustee represents and warrants to the Trust as of the Closing Date:
 
(a) Organization.  The Indenture Trustee is duly organized, validly existing and qualified as a national banking association under the laws of the United States.
 
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(b) Power and Authority.  The Indenture Trustee has the corporate power and authority to execute, deliver and perform its obligations under this Indenture.  The Indenture Trustee has taken all action necessary to authorize the execution, delivery and performance by it of this Indenture.
 
(c) Enforceability.  This Indenture has been duly executed by an authorized officer of the Indenture Trustee and constitutes the legal, valid and binding obligation of the Indenture Trustee enforceable against the Indenture Trustee in accordance with its terms, except as may be limited by (i) insolvency, bankruptcy, reorganization, moratorium or other laws now or hereafter in effect relating to the enforcement of creditors’ rights generally, (ii) general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity) and (iii) with respect to rights of indemnity hereunder, limitations of public policy under applicable securities laws.
 
(d) No Defaults.  To the best knowledge of the Responsible Persons of the Indenture Trustee, the Indenture Trustee is not in breach of or default under any law or regulation of the United States of America, or any department, division, agency or instrumentality thereof having jurisdiction over the trust powers of the Indenture Trustee which would materially impair the ability of the Indenture Trustee to perform its obligations under this Indenture.
 
(e) No Consents.  To the best knowledge of the Responsible Persons of the Indenture Trustee, no authorization, consent or other order of any federal government authority or agency having jurisdiction over the trust powers of the Indenture Trustee are required to be obtained by the Indenture Trustee for the valid authorization, execution and delivery by the Indenture Trustee of the Indenture or the authentication of the Notes.

(f) Eligibility.  The Indenture Trustee satisfies the requirements of Section 310(a) of the TIA and is a Qualified Institution.  The Indenture Trustee or its parent has a combined capital and surplus of at least $50,000,000 as stated in its most recent annual published report of condition.
 
Section 6.14  Reporting of Receivables Reacquisition and Acquisition Demands.  The Indenture Trustee will (a) notify the Sponsor, the Administrator, the Depositor and the Servicer, as soon as practicable and within five (5) Business Days, of demands or requests actually received by a Responsible Person of the Indenture Trustee for the reacquisition or acquisition, as applicable, of any Receivable under Section 3.4 of the Originator Receivables Transfer Agreement, Section 3.4 of the Additional Transferor Receivables Transfer Agreement or Sections 2.5 or 2.7 of the Transfer and Servicing Agreement, (b) promptly on request by the Sponsor, the Depositor, the Administrator or the Servicer, provide to them other information reasonably requested and within its possession to facilitate compliance by them with Rule 15Ga-1 under the Exchange Act and (c) if requested by the Sponsor, the Depositor, the Administrator or the Servicer, provide a written certification no later than fifteen (15) days following the end of any quarter or year that the Indenture Trustee has not received any reacquisition demands or requests for that period, or if reacquisition or acquisition, as applicable, demands or requests have been received during that period, that the Indenture Trustee has provided all the information reasonably requested under clause (b) above.  The Indenture Trustee and the Trust will not have
 
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responsibility or liability for a filing required to be made by a securitizer under the Exchange Act.
 
Section 6.15  Preferential Collection of Claims Against the Trust.  The Indenture Trustee will comply with Section 311(a) of the TIA, excluding each creditor relationship listed in Section 311(b) of the TIA.  An Indenture Trustee who has resigned or been removed will be subject to Section 311(c) of the TIA.
 
ARTICLE VII

NOTEHOLDER COMMUNICATIONS AND REPORTS
 
Section 7.1  Noteholder Communications.
 
(a) Noteholder List.  If the Indenture Trustee is not the Note Registrar, the Trust will furnish a list of the names and addresses of the Noteholders to the Indenture Trustee (a) not more than five (5) days after each Record Date, as of that Record Date and (b) not more than thirty (30) days after receipt by the Trust of a request from the Indenture Trustee, as of a date not more than ten (10) days before the time the list is furnished.  If the Indenture Trustee is the Note Registrar, the Indenture Trustee, on the request of the Owner Trustee or the Master Collateral Agent, will furnish within ten (10) days to the Owner Trustee or the Master Collateral Agent, as applicable, a list of Noteholders as of the date stated by the Owner Trustee or the Master Collateral Agent, as applicable.
 
(b) Noteholder List Retention.  The Indenture Trustee will maintain a current list of the names and addresses of the Noteholders based on the most recent list furnished to the Indenture Trustee under Section 7.1(a) and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar.
 
(c) Noteholder Communications.  Noteholders may communicate with other Noteholders about their rights under this Indenture or under the Notes.  Within ten (10) days following receipt by the Indenture Trustee of a request by three (3) or more Noteholders to receive a copy of the current list of Noteholders, the Indenture Trustee will (i) provide a current list of Noteholders to the Noteholders making the request and (ii) notify the Administrator of the request by giving to the Administrator a copy of the request and a copy of the list of Noteholders produced in response to the request.
 
(d) Noteholder Communications with Indenture Trustee.  A Noteholder (if the Notes are represented by Definitive Notes) or a Verified Note Owner (if the Notes are represented by Book-Entry Notes) may communicate with the Indenture Trustee and give notices and make requests and demands and give directions to the Indenture Trustee through the procedures of the Clearing Agency and by notifying the Indenture Trustee and providing to the Indenture Trustee a copy of the communication such Noteholder or Verified Note Owner, as applicable, proposes to send.  The Indenture Trustee will not be required to take action in response to requests, demands or directions of a Noteholder or a Verified Note Owner unless the Noteholder or Verified Note Owner has offered reasonable security or indemnity reasonably satisfactory to the Indenture

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Trustee to protect it against the fees and expenses that it may incur in complying with the request, demand or direction.
 
(e) Fiscal Year.  The fiscal year of the Trust will be the calendar year.
 
(f) TIA Communication.  Noteholders may communicate under Section 312(b) of the TIA with other Noteholders about their rights under this Indenture or under the Notes.  The Trust, the Indenture Trustee and the Note Registrar will have the protection of Section 312(c) of the TIA.
 
Section 7.2  Reports by Trust.
 
(a) Securities and Exchange Commission Filings.  The Trust will, or will cause the Administrator or the Servicer to: 
 
(i) file with the Commission (A) the annual reports and the information, documents and other reports (or copies or parts the Commission may prescribe) that the Trust is required to file with the Commission under Section 13 or 15(d) of the Exchange Act, including annual reports on Form 10-K and monthly distribution reports on Form 10-D, and (B) additional information, documents and reports about compliance by the Trust with this Indenture required by the Commission;
 
(ii) make available to the Indenture Trustee, within fifteen (15) days after the Trust is required to file the same with the Commission, the annual reports and the information, documents or other reports filed with the Commission under Section 7.2(a)(i); and

(iii) make available to the Indenture Trustee the information, documents and reports (or summaries of such items) required to be filed by the Trust under Section 7.2(a)(i) and (ii) as may be required by rules and regulations prescribed by the Commission.
 
(b) Documents and Reports to Noteholders.  The Indenture Trustee will transmit to all Noteholders, as described in Section 313(c) of the TIA, the information, documents and reports (or summaries of such items) supplied to the Indenture Trustee under Section 7.2(a). 
 
Section 7.3  Reports by Indenture Trustee.
 
(a) Annual Report.  Within ninety (90) days after each April 15, beginning in the year after the Closing Date, the Indenture Trustee will prepare and transmit to each Noteholder a report dated as of April 15 of the applicable year that complies with Section 313(a) of the TIA, but only if the report is required under Section 313(a) of the TIA.  The Indenture Trustee will also prepare and transmit to Noteholders any report required under Section 313(b) of the TIA.  A report transmitted to the Noteholders under this Section 7.3(a) will be transmitted in compliance with Section 313(c) of the TIA.
 
(b) Filing.  The Indenture Trustee will file with the Commission and any stock exchange on which the Notes are listed a copy of each report delivered under Section 7.3(a) at
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the time of its mailing to the Noteholders.  The Trust will notify the Indenture Trustee if and when the Notes are listed on a stock exchange.
 
ARTICLE VIII

ACCOUNTS, DISTRIBUTIONS AND RELEASES
 
Section 8.1  Collection of Funds.  Except as permitted under this Indenture, the Indenture Trustee may demand payment or delivery of, and will receive and collect, directly the funds and other property payable to or to be received by the Note Paying Agent under this Indenture, the Master Collateral Agreement and the Transfer and Servicing Agreement.  The Note Paying Agent will apply the funds and other property received by it, and will make deposits into, and distributions from, the Series 2022-6 Accounts, under this Indenture, the Master Collateral Agreement and the Transfer and Servicing Agreement.
 
Section 8.2  Series 2022-6 Accounts; Distributions.
 
(a) Establishment.  On or prior to the Closing Date, the Trust, or the Servicer on behalf of the Trust, caused the following segregated trust accounts or subaccounts to be established as Trust Financing Accounts solely for Series 2022-6 in accordance with Section 9.2 of the Master Collateral Agreement at a Qualified Institution (which will initially be the corporate trust department of U.S. Bank National Association), in the name “U.S. Bank Trust Company, National Association, as Note Paying Agent, for the benefit of the Indenture Trustee, as secured party for Verizon Master Trust, Series 2022-6,” designated as follows:
 
(i) “Distribution Account” with account number 249483000;
 
(ii) “Reserve Account” with account number 249483001; and
 
(iii) “Principal Funding Account” with account number 249483002.
 
The Distribution Account set forth in clause (i) above shall constitute the Distribution Account for Series 2022-6.  The Reserve Account set forth in clause (ii) above shall constitute the Reserve Account for Series 2022-6.  The Principal Funding Account set forth in clause (iii) above shall constitute the Principal Funding Account for Series 2022-6.  Each of the Series 2022-6 Accounts (x) shall constitute a Trust Financing Account for Series 2022-6 and (y) has been (or will be) pledged by the Trust to the Indenture Trustee for the sole benefit of the Series 2022-6 Secured Parties of Series 2022-6.  No Credit Extensions of any Trust Financing (other than Series 2022-6) shall be secured by any interest in any Series 2022-6 Account.
 
On and after the Closing Date, the Note Paying Agent will maintain the Series 2022-6 Accounts established by the Servicer under this Section 8.2.  If an institution maintaining the Series 2022-6 Accounts ceases to be a Qualified Institution, the Indenture Trustee will, with the Servicer’s assistance as necessary, move the Series 2022-6 Accounts to a Qualified Institution within thirty (30) days.  Deposits to, and distributions from, the Distribution Account, the Reserve Account and the Principal Funding Account shall be made solely as set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the other Series 2022-6 Series Related Documents.
 
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(b) Series 2022-6 Account Withdrawals.  On or before each Payment Date, the Note Paying Agent will withdraw the amounts required to be withdrawn from the Reserve Account and deposit them into the Distribution Account or pay them to the Depositor, as applicable, according to Section 8.3(e).
 
(c) Distributions from Distribution Account.  Subject to Section 8.2(e), on each Payment Date, the Note Paying Agent will (based on the information in the most recent Monthly Investor Report) withdraw from the Distribution Account and make deposits and payments, to the extent of Series 2022-6 Available Funds in the Distribution Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated):
 
(i) first, pro rata, (A) to the Master Collateral Agent, the Series 2022-6 Group Allocated Percentage of all amounts due, including (x) fees due to the Master Collateral Agent and (y) expenses and indemnities due to the Master Collateral Agent, up to a maximum aggregate amount, in the case of clause (y), of $200,000 per year for all Group 1 Series in the aggregate, (B) to the Owner Trustee, the Series 2022-6 Group Allocated Percentage of all amounts due, including (x) fees due to the Owner Trustee and (y) expenses and indemnities due to the Owner Trustee, up to a maximum aggregate amount, in the case of clause (y), of $100,000 per year for all Group 1 Series in the aggregate, (C) to the Asset Representations Reviewer, (i) the Series 2022-6 ARR Series Allocation Percentage of all amounts due including (x) fees due to the Asset Representations Reviewer (excluding any Supplemental ARR Fee and including fees due in connection with any Asset Representations Review of Group 1 Receivables) and (y) expenses and indemnities due to the Asset Representations Reviewer, up to a maximum aggregate amount, in the case of clause (y), of $100,000 per year for all Group 1 Series in the aggregate and (ii) the Series 2022-6 Supplemental ARR Series Allocation Percentage of the Supplemental ARR Fee and (D) to the Indenture Trustee all amounts due, including (x) fees due to the Indenture Trustee and (y) expenses and indemnities due to the Indenture Trustee, up to a maximum aggregate amount, in the case of clause (y), of $200,000 per year; provided, that after the occurrence of an Event of Default with respect to Group 1 (other than a Primary Event of Default with respect to Group 1 described in clause (iii) of the definition of Event of Default), the caps on expenses and indemnities in this clause (i) will not apply and that on the Payment Date occurring in December of each calendar year, each such party will have the right to reimbursement from any unused portion of the cap for all Group 1 Series in the aggregate allocated to another party to the extent that the expenses and indemnities reimbursable to such party for all Group 1 Series in the aggregate exceed the related allocated amount at the end of such calendar year;
 
(ii) second, (A) to the Servicer, the Series 2022-6 Allocation Percentage of the Servicing Fee and (B) to any Successor Servicer, the Series 2022-6 Group Allocated Percentage of a one-time Successor Servicer engagement fee of $150,000, payable on the first Payment Date following its assumption of duties as Successor Servicer;
 
(iii) third, to the Noteholders of Class A Notes, the Accrued Note Interest for the Class A Notes;
 
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(iv) fourth, (A) during the Revolving Period, for deposit to the Principal Funding Account, for allocation as set forth under Section 8.2(d)(i), and (B) during the Amortization Period, for allocation as principal under Section 8.2(d)(ii), the First Priority Principal Payment;
 
(v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes;
 
(vi) sixth, (A) during the Revolving Period, for deposit to the Principal Funding Account, for allocation as set forth under Section 8.2(d)(i), and (B) during the Amortization Period, for allocation as principal under Section 8.2(d)(ii), the Second Priority Principal Payment;
 
(vii) seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes;
 
(viii) eighth, (A) during the Revolving Period, for deposit to the Principal Funding Account, for allocation as set forth under Section 8.2(d)(i), and (B) during the Amortization Period, for allocation as principal under Section 8.2(d)(ii), the Third Priority Principal Payment;
 
(ix) ninth, (A) first, if applicable, to the Letter of Credit Provider, the amount, if any, necessary to cause the amount available under the Letter of Credit to equal the amount available under the Letter of Credit on the date of issuance, together with interest accrued on the amount drawn on the Letter of Credit and (B) second, to the Reserve Account, the amount, if any, necessary to cause the amount in the Reserve Account to equal the Required Reserve Amount less the amount available under such Letter of Credit, if any;
 
(x) tenth, (A) during the Revolving Period, for deposit to the Principal Funding Account, for allocation as set forth under Section 8.2(d)(i), and (B) during the Amortization Period, for allocation as principal under Section 8.2(d)(ii), the Regular Priority Principal Payment;
 
(xi) eleventh, to any Successor Servicer, the Additional Series Successor Servicer Fee, if any;
 
(xii) twelfth, to the Noteholders, any accrued and unpaid Additional Interest Amounts due on the Notes, payable first, to the Class A Notes, then to the Class B Notes and then to the Class C Notes;
 
(xiii) thirteenth, to the Noteholders, any Make-Whole Payments due on the Notes, first, to the Class A Notes, then to the Class B Notes and then to the Class C Notes;
 
(xiv) fourteenth, pro rata, (A) to the Indenture Trustee, all remaining amounts due but not paid under priority (i), (B) to the Master Collateral Agent and the Owner Trustee, the Series 2022-6 Group Allocated Percentage of all remaining amounts due to
 
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the extent not paid under priority (i) above, (C) to the Asset Representations Reviewer, (i) the Series 2022-6 ARR Series Allocation Percentage of all remaining amounts due to the extent not paid under priority (i) above and (ii) the Series 2022-6 Supplemental ARR Allocation Percentage of the Supplemental ARR Fee to the extent not paid under priority (i) above and (D) to the Administrator, reimbursement of fees and expenses of the Master Collateral Agent, the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer paid by the Administrator on behalf of the Trust pursuant to the Administration Agreement;
 
(xv) fifteenth, to any other parties as the Administrator has identified, any remaining expenses of the Trust, up to the Series 2022-6 Group Allocated Percentage of such amounts;
 
(xvi) sixteenth, if applicable, to any Letter of Credit Provider, all amounts due, including (x) fees due to such Letter of Credit Provider and (y) expenses and indemnities due to such Letter of Credit Provider; and
 
(xvii) seventeenth, to the Series 2022-6 Series Certificate Distribution Account, for distribution to the Class R Interest, any remaining amounts.
 
For the avoidance of doubt, all amounts due to the Owner Trustee, the Master Collateral Agent, the Asset Representations Reviewer or the Indenture Trustee in excess of the amounts paid to such party pursuant to priorities (i) and (xiv) during any calendar year will become due and payable in each succeeding calendar year, subject to the applicable limitations set forth therein, until paid in full.

(d) Distributions of Principal.
 
(i) In the event that any First Priority Principal Payment, Second Priority Principal Payment, Third Priority Principal Payment or Regular Priority Principal Payment is required to be made on any Payment Date prior to the beginning of the Amortization Period pursuant to Section 8.2(c), such amounts will be deposited pursuant to such applicable clauses on such Payment Date into the Principal Funding Account, to the extent of Series 2022-6 Available Funds.  Amounts, if any, on deposit in the Principal Funding Account shall remain on deposit therein, except to be applied as follows:
 

 (A)
in the event that, immediately following distributions on any Payment Date (a) the Revolving Period is in effect and (b) the Series 2022-6 Allocated Pool Balance exceeds the Adjusted Series Invested Amount for Series 2022-6, 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 2022-6 Available Funds on such immediately succeeding Payment Date;
 
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 (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 Notes, Class B Notes and Class C Notes is reduced to zero.
 
(ii) On each Payment Date during the Amortization Period, the Note Paying Agent will (based on the information in the most recent Monthly Investor Report) pay any amounts allocated to principal under Section 8.2(c) in the following order of priority, in each case, applied pro rata according to the Note Balance of the Notes of that Class:
 

 (A)
first, to the Noteholders of Class A Notes in payment of principal until the Note Balance of the Class A Notes has been reduced to zero;
 

 (B)
second, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero;
 

 (C)
third, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; and
 

 (D)
fourth, to the Series 2022-6 Series Certificate Distribution Account, for distribution to the Class R Interest, any remaining amounts.
 
(e) Distributions Following Acceleration.  If the Notes are accelerated after an Event of Default with respect to Group 1, on each Payment Date starting with the Payment Date relating to the Collection Period in which the Notes are accelerated, the Note Paying Agent will (based on the information in the most recent Monthly Investor Report) withdraw from the Series 2022-6 Accounts and make deposits and payments, to the extent of Series 2022-6 Available Funds and funds in the Series 2022-6 Accounts for the related Collection Period, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as stated):
 
(i) first, pro rata, (A) to the Indenture Trustee, all amounts due to the Indenture Trustee, including fees, expenses and indemnities, (B) to the Master Collateral Agent and the Owner Trustee, the Series 2022-6 Group Allocated Percentage of all amounts due to such parties, including fees, expenses and indemnities and (C) to the Asset Representations Reviewer, (i) the Series 2022-6 ARR Series Allocation Percentage of all amounts due to the Asset Representations Reviewer, including fees (excluding any Supplemental ARR Fee and including fees due in connection with any Asset

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Representations Review of Group 1 Receivables), expenses and indemnities and (ii) the Series 2022-6 Supplemental ARR Series Allocation Percentage of the Supplemental ARR Fee;
 
(ii) second, (A) to the Servicer, the Series 2022-6 Allocation Percentage of the Servicing Fee and (B) to any Successor Servicer, the Series 2022-6 Group Allocated Percentage of a one-time Successor Servicer engagement fee of $150,000, payable on the first Payment Date following its assumption of duties as Successor Servicer;
 
(iii) third, to the Noteholders of Class A Notes, the Accrued Note Interest for the Class A Notes;
 
(iv) fourth, to the Noteholders of Class A Notes in payment of principal until the Note Balance of the Class A Notes is reduced to zero;
 
(v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes;
 
(vi) sixth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero;
 
(vii) seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes;
 
(viii) eighth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero;
 

(ix) ninth, to any Successor Servicer, the Additional Series Successor Servicer Fee, if any;
 
(x) tenth, to the Noteholders, any accrued and unpaid Additional Interest Amounts due on the Notes, payable first, to the Class A Notes, then to the Class B Notes and then to the Class C Notes;
 
(xi) eleventh, to the Noteholders, any Make-Whole Payments due on the Notes, payable first, to the Class A Notes, then to the Class B Notes and then to the Class C Notes;
 
(xii) twelfth, to any other parties as the Administrator has identified, any remaining expenses of the Trust, up to the Series 2022-6 Group Allocated Percentage of such amounts;
 
(xiii) thirteenth, if applicable, to any Letter of Credit Provider, all amounts due, including (x) fees due to such Letter of Credit Provider and (y) expenses and indemnities due to such Letter of Credit Provider; and
 
(xiv) fourteenth, to the Class R Interest, any remaining amounts.
 
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(f) [Reserved].
 
(g) Subordination Agreement.  Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes under Section 8.2(c) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.
 
Section 8.3  Series 2022-6 Accounts.
 
(a) Investment of Funds in Series 2022-6 Accounts.  If (i) no Potential Default or Event of Default with respect to Group 1 has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer may instruct the Indenture Trustee to invest any funds in the Series 2022-6 Accounts in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Series 2022-6 Accounts to invest the funds in the Distribution Account, the Reserve Account or the Principal Funding Account, as applicable, in those Permitted Investments.  If (i) the Servicer fails to give investment instructions for any funds in the Distribution Account, the Reserve Account or the Principal Funding to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Potential Default with respect to Group 1 or Event of Default with respect to Group 1 has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Series 2022-6 Account according to the last investment instructions received, if any.  If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received.  The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments.  If Cellco is not the Servicer, funds on deposit in the Distribution Account, the Reserve Account and the Principal Funding Account will remain uninvested.  For so long as Cellco is the Servicer, any Permitted Investments of funds in the Series 2022-6 Accounts (or any reinvestments of the Permitted Investments) for a Collection Period must mature, if applicable, and be available no later than the second Business Day before the related Payment Date.  Any Permitted Investments with a maturity date will be held to their maturity, except that such Permitted Investments may be sold or disposed of before their maturity in connection with the sale of the Series 2022-6 Collateral under Section 5.6.
 
(b) Limited Liability for Permitted Investments.  Subject to Section 6.1(c), neither the Indenture Trustee nor the Note Paying Agent will be liable for any insufficiency in Series 2022-6 Accounts resulting from a loss on a Permitted Investment, except for losses attributable to U.S. Bank Trust Company, National Association’s failure to make payments on the Permitted Investments issued by U.S. Bank Trust Company, National Association, in its commercial capacity as principal obligor and not as trustee.
 

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(c) Notice to Qualified Institution.  A Responsible Person of the Indenture Trustee will notify the Qualified Institution maintaining the Series 2022-6 Accounts (if not the Indenture Trustee) if an Event of Default with respect to Group 1 has occurred and is continuing.
 
(d) Control of Series 2022-6 Accounts.  Each of the Series 2022-6 Accounts will be under the control of the Indenture Trustee so long as the Series 2022-6 Accounts remain subject to the Lien of the Indenture, except that the Servicer and the Master Collateral Agent may make deposits into the Series 2022-6 Accounts and the Servicer may direct the Note Paying Agent to make deposits into or withdrawals from the Series 2022-6 Accounts according to this Indenture and the Transaction Documents.  Following the payment in full of the Notes and the release of the Series 2022-6 Accounts from the Lien of the Indenture, the Series 2022-6 Accounts will be under the control of the Trust.
 
(e) Release of Funds.  The Indenture Trustee shall, at such time as there are no Notes outstanding, release any remaining portion of the Distribution Account and the Principal Funding Account from the Lien of the Indenture and release to or to the order of the Trust or, in the case of the Reserve Account, to the Depositor.
 
(f) Investment Earnings.  Investment earnings (net of losses and investment expenses) on the Distribution Account, the Reserve Account and the Principal Funding Account will be deposited into the Series 2022-6 Series Certificate Distribution Account per the written direction of the Servicer for distribution to the Certificateholders in the priority set forth in Section 4.1(b) of the Trust Agreement.
 
(g) Reserve Account.
 
(i) Initial Reserve Account Deposit.  On the Closing Date, the Trust will deposit or cause to be deposited the Required Reserve Amount into the Reserve Account from the net proceeds of the sale of the Notes.
 
(ii) Reserve Account Draw Amount.  On or before two (2) Business Days before a Payment Date, the Servicer will calculate the Reserve Account Draw Amount for the Payment Date and will direct the Note Paying Agent to withdraw from the Reserve Account and deposit into the Distribution Account on or before the Payment Date (x) the Reserve Account Draw Amount and (y) any amount in excess of the Required Reserve Amount for such Payment Date, after giving effect to the withdrawal of the Reserve Account Draw Amount with respect to such Payment Date.
 
(iii) Excess Amounts.  On any Payment Date, to the extent the sum of the amount on deposit in the Reserve Account plus the amount available under any Letter of Credit exceeds the Required Reserve Amount on any Payment Date, the amount of such excess may be released from the Reserve Account and paid to the Class R Interest on such Payment Date.
 
Section 8.4  Release of Series 2022-6 Collateral.
 
(a) Release of Property.  The Indenture Trustee may, and when required by this Indenture will, release Series 2022-6 Collateral from the Lien of this Indenture, in each case,
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according to this Indenture.  Except under Sections 8.4(c) and 10.1 for which the Series 2022-6 Collateral will automatically be released, the Indenture Trustee will release Series 2022-6 Collateral from the Lien of this Indenture only on receipt of a Trust Request and an Officer’s Certificate and an Opinion of Counsel meeting the requirements of Section 11.3 and (if required by the TIA) Independent Certificates according to Sections 314(c) and 314(d)(1) of the TIA.
 
(b) [Reserved].
 
(c) Release of Funds.  When there are no Notes Outstanding and all amounts due from the Trust to the Indenture Trustee have been paid in full under Section 6.7 or 10.1, the Indenture Trustee will release the Series 2022-6 Collateral from the Lien of this Indenture and release to the Trust or any other Person entitled to those funds under this Indenture, the other Series 2022-6 Series Related Documents or the Transaction Documents, the funds then in the Series 2022-6 Accounts under this Indenture.  The Indenture Trustee will release Series 2022-6 Collateral from the Lien of this Indenture under this Section 8.4(c) only on receipt of a Trust Request and an Officer’s Certificate and an Opinion of Counsel meeting the requirements of Section 11.3.
 
(d) Termination Statements.  On receipt of a Trust Request accompanied by an Officer’s Certificate and an Opinion of Counsel meeting the requirements of Section 11.3, the Indenture Trustee will execute termination statements and other documents to release Series 2022-6 Collateral as permitted by this Section 8.4 and Section 10.1.  No party relying on a document or authorization executed by the Indenture Trustee under this Article VIII is required to determine the Indenture Trustee’s authority, inquire into the satisfaction of conditions precedent or require evidence of the application of funds.

ARTICLE IX

AMENDMENTS
 
Section 9.1  Amendments Without Consent of Noteholders.
 
(a) General Amendments.  The Trust and the Indenture Trustee may, and the Indenture Trustee, when directed by Trust Order will, amend this Indenture, without the consent of any Noteholders, for any of the following purposes:
 
(i) to correct or expand the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey and confirm to the Indenture Trustee a Lien on any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture;
 
(ii) to evidence the succession of any other Person to the Trust, and the assumption by the successor of the obligations of the Trust in this Indenture and in the Notes;
 
(iii) to add to the covenants of the Trust, for the benefit of the Noteholders, or to surrender a right or power given to the Trust in this Indenture;
 

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(iv) to convey, transfer, assign, mortgage or pledge property to or with the Indenture Trustee for the benefit of the Noteholders;
 
(v) to cure any ambiguity, to correct an error or to correct or supplement any provision of this Indenture that may be defective or inconsistent with the other terms of this Indenture;
 
(vi) to evidence the acceptance of the appointment under this Indenture of a successor trustee and to add to or change this Indenture as necessary to facilitate the administration of the trusts under this Indenture by more than one trustee;
 
(vii) to correct any manifest error in the terms of this Indenture as compared to the terms expressly set forth in the Prospectus; or
 
(viii) to modify, eliminate or add to the terms of this Indenture to effect the qualification of this Indenture under the TIA and to add to this Indenture any other terms required by the TIA.
 
(b) Amendments without Material Adverse Effect.  Other than as set forth in Section 9.2, the Trust and the Indenture Trustee may, and the Indenture Trustee when directed by Trust Order will, amend this Indenture, also without the consent of the Noteholders, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders under this Indenture, if:

(i) the Administrator delivers to the Indenture Trustee an Officer’s Certificate stating that the Administrator reasonably believes that the amendment will not have a material adverse effect on the Notes; or
 
(ii) the Rating Agency Condition has been satisfied with respect to the Notes;
 
provided that the Rating Agency Condition must be satisfied with respect to the Notes as a condition precedent with respect to any amendment to this Indenture entered into for the purpose of permitting the Trust to pay any amounts due to any Letter of Credit Provider from Series 2022-6 Available Funds on each Payment Date at a more senior priority than set forth under Section 8.2.
 
(c) The Trust (or the Administrator on behalf of the Trust) shall notify the Rating Agencies as to any amendment pursuant to this Section 9.1.
 
Section 9.2  Amendments with Consent of Controlling Class.
 
(a) Amendments.  The Trust and the Indenture Trustee may, and the Indenture Trustee when directed by Trust Order will, amend this Indenture, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior written notice to the Rating Agencies, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture.  No amendment to this Indenture, without the

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consent of each Noteholder of each Outstanding Note adversely affected by the amendment, shall:
 

 (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 2022-6 Collateral, other than Permitted Liens, or, except as permitted by this Indenture, the other Series 2022-6 Series Related Documents or the Transaction Documents, release the Lien of this Indenture on the Series 2022-6 Collateral; or
 

 (E)
impair the right to institute suit for the enforcement of this Indenture, as provided in Section 5.8.
 
In addition, unless (i) the Rating Agency Condition has been satisfied for all Credit Extensions of Group 1 then rated by a Rating Agency or (ii) each Group Creditor of each Credit Extension of Group 1 adversely affected thereby consents, no amendment to this Indenture may result (solely by virtue of such amendment) in an increase in the Series Allocation Percentage for Series 2022-6.
 
(b) Noteholder Consent.  For any amendment to this Indenture or any Transaction Document requiring the consent of the Noteholders, the Indenture Trustee will, when directed by Trust Order, notify the Noteholders to request consent and follow its reasonable procedures to obtain consent.  For the avoidance of doubt, any Noteholder consenting to any amendment shall be deemed to agree that such amendment does not have a material adverse effect on such Noteholder.
 
Section 9.3  Execution of Amendments.
 
(a) Form; Authorization; Reliance.  It shall not be necessary for the consent of the Noteholders to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  Each amendment will be in form reasonably satisfactory to the Indenture Trustee.  The Indenture Trustee is authorized to execute the amendment and any other agreements required by the amendment.  For any amendment, the Trust will deliver to the Indenture Trustee and the Owner Trustee an Opinion of Counsel stating that the amendment is permitted by this Indenture and that all conditions to the amendment have been satisfied.
 
(b) Indenture Trustee Not Obligated.  Notwithstanding anything to the contrary herein, the Indenture Trustee is not obligated to enter into an amendment that adversely affects

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the Indenture Trustee’s rights, powers, duties, obligations, liabilities, indemnities or immunities under this Indenture.
 
Section 9.4  Effect of Amendment.  On the execution of an amendment under this Article IX, this Indenture will be amended by the amendment, and the amendment will be part of this Indenture for all purposes.  Every Noteholder of Notes authenticated and delivered before or after the amendment will be bound by the amendment.
 
Section 9.5  Reference in Notes to Supplemental Indentures.  Notes authenticated and delivered after the execution of an amendment under this Article IX may, and if required by the Indenture Trustee will, bear a notation about the amendment.  New Notes modified to conform to an amendment may be prepared and executed by the Trust and authenticated and delivered by the Indenture Trustee in exchange for the Outstanding Notes.
 
Section 9.6  [Reserved].
 
Section 9.7  Conformity with TIA.  Each amendment of this Indenture executed under this Article IX will conform to the requirements of the TIA as then in effect so long as this Indenture is qualified under the TIA.

ARTICLE X

REDEMPTION OF NOTES
 
Section 10.1  Redemption.
 
(a) Optional Redemption.
 
(i) On any date on or after the Earliest Redemption Date, the Class A Certificateholder (for as long as the Class A Certificateholder is an Originator or an Affiliate of the Originators), with the consent of the Administrator, on behalf of the Trust, shall have the option to direct the Trust to redeem the Notes, in whole but not in part (the “Optional Redemption”).  The Class A Certificateholder may exercise this Optional Redemption by notifying the Trust, the Servicer, the Master Collateral Agent, the Indenture Trustee, the Owner Trustee and the Rating Agencies, in writing, at least ten (10) days before the date of the redemption of the Notes (the “Redemption Date”).  If the Trust effects an Optional Redemption on any date prior to the First Par Redemption Date, the Trust will be required to pay a Make-Whole Payment in connection with such redemption.
 
(ii) After the Indenture Trustee receives the notice set forth in clause (i) above, the Indenture Trustee will promptly notify the Noteholders (and any related expenses incurred by the Indenture Trustee shall be payable by the Trust):
 

 (A)
of the Redemption Date;
 

 (B)
of the outstanding Note Balance of each Class of the Notes to be redeemed;
 
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 (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.
 
Failure to give notice of redemption to a Noteholder, or any defect therein, shall not impair or affect the validity of the redemption of any other Note.
 
(b) Deposit of Note Redemption Price.  The Trust may not exercise an Optional Redemption unless the Note Balance of the Notes, any accrued but unpaid interest, any unpaid Additional Interest Amounts and any unpaid Make-Whole Payments and all other amounts payable by the Trust with respect to Series 2022-6, including such amounts due and payable to the Indenture Trustee, the Owner Trustee, the Master Collateral Agent and the Asset Representations Reviewer as of such Redemption Date are paid in full in connection therewith.  On the Redemption Date, the Indenture Trustee shall transfer any amounts on deposit in the Reserve Account and the Principal Funding Account into the Distribution Account.  Upon the exercise of the Optional Redemption, the Notes will be redeemed and paid in full.
 
(c) Release of Funds.  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 and 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.  On redemption, the Indenture Trustee will release the Series 2022-6 Collateral from the Lien of this Indenture and release to the Trust or any other Person entitled to funds then in the Series 2022-6 Accounts under this Indenture according to Section 8.4(c).
 
ARTICLE XI

OTHER AGREEMENTS
 
Section 11.1  No Petition.  The Indenture Trustee and each Noteholder or Note Owner, by accepting a Note or an interest or participation in a Note, agrees that, before the date that is two (2) years and one (1) day (or, if longer, any applicable preference period) after the payment in full of (a) all securities issued by the Depositor or by a trust for which the Depositor was a depositor and (b) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against, (i) the Depositor or (ii) the Trust, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law; provided that the foregoing shall not be deemed to prevent the Indenture Trustee from filing a proof of claim in any such proceeding.  This Section 11.1 will survive the resignation or removal of the Indenture Trustee under this Indenture and the termination of this Indenture.
 

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Section 11.2  [Reserved].
 
Section 11.3  Trust Orders; Certificates and Opinions.
 
(a) Trust Order or Trust Request.  For an order or request by the Trust to the Indenture Trustee to take an action under this Indenture, any other Series 2022-6 Series Related Document or any Transaction Document, the Trust will deliver the following documents to the Indenture Trustee: (i) a written order (an “Trust Order”) or a written request (an “Trust Request”), signed in the name of the Trust by a Responsible Person and delivered to the Indenture Trustee, (ii) an Officer’s Certificate of the Trust stating that all conditions in this Indenture, any other Series 2022-6 Series Related Document or any Transaction Document, as applicable, for the proposed action have been satisfied, (iii) an Opinion of Counsel stating that such action is authorized or permitted by this Indenture, any other Series 2022-6 Series Related Document or any Transaction Document, as applicable, and all conditions precedent have been satisfied and (iv) if required by the TIA, an Independent Certificate.  However, if this Indenture requires the furnishing of specific documents for the action to be taken, no additional certificate or opinion is required to be delivered.

(b) Form of Certificates and Opinions.
 
(i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include:
 

 (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 2022-6 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.
 
(ii) Any Officer’s Certificate of a Responsible Person of the Trust may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous.  Any Officer’s Certificate of a Responsible Person of the Trust or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Trust (including by the Administrator on behalf of the Trust), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Trust or the Administrator, unless the Responsible Person of

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the Trust or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.
 
(c) Ordinary Course of Business.  The Trust may, without furnishing any Officer’s Certificates under this Section 11.3, (i) collect, sell or dispose of Group 1 Receivables in the ordinary course of its business, so long as Collections and other proceeds of the dispositions are applied according to the Master Collateral Agreement and this Indenture to the extent of Series 2022-6 Available Funds and (ii) make cash payments out of the Series 2022-6 Accounts, in each case, as and if permitted or required by this Indenture, any other Series 2022-6 Series Related Document or any Transaction Document.
 
(d) Exemptive Orders.  If the Commission issues an exemptive order under Section 304(d) of the TIA modifying the Indenture Trustee’s obligations under Sections 314(c) and 314(d)(1) of the TIA, the Indenture Trustee will release property from the Lien of this Indenture only according to this Indenture, any other Series 2022-6 Series Related Document or any Transaction Document and the conditions and procedures stated in the exemptive order.
 

Section 11.4  Acts of Noteholders.
 
(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by the Noteholders or a stated percentage of Noteholders may be embodied in and evidenced by one or more instruments or documents signed by the Noteholders or Note Owners in person or by agents duly appointed in writing.  Except as otherwise expressly stated in this Indenture, the action will become effective when the instruments or documents are delivered to the Indenture Trustee and, if required, to the Trust.  Such instruments or documents (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or document.  Proof of execution of such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Indenture Trustee if made in the manner provided in this Section 11.4.  Any such acts will bind the Noteholder of every Note issued upon the registration of the Note or in exchange for the Note or in place of the Note, for all purposes including in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Trust in reliance thereon, whether or not notation of the action is made on the Note.
 
(b) The fact and date of the execution by any Person of any such instrument or document may be proved in any manner that the Indenture Trustee deems sufficient.
 
(c) The ownership of Notes shall be proved by the Note Register.
 
Section 11.5  Trust Obligation.  No recourse may be taken, directly or indirectly, for the obligations of the Trust, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or a certificate or other writing delivered under this Indenture or the Notes, against (a) the Indenture Trustee or the Owner Trustee each in its individual capacity, (b) each holder of a beneficial interest in the Trust, (c) each partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee, each in its individual capacity or (d) each holder of a beneficial interest in the Owner Trustee or the Indenture Trustee, each in
 
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its individual capacity.  The Indenture Trustee and the Owner Trustee have none of these obligations in their individual capacities.  For all purposes of this Indenture, the Owner Trustee will be subject to, and have the benefits of, Articles V, VI and VII of the Trust Agreement.
 
Section 11.6  Conflict with Trust Indenture Act.  If any part of this Indenture limits, qualifies or conflicts with any other part of this Indenture that is required or deemed to be included in this Indenture by the TIA, the required or deemed part will control.  Sections 310 through 317 of the TIA that impose obligations on a Person (including those automatically deemed included in this Indenture unless expressly excluded by this Indenture) are a part of and govern this Indenture.
 
Section 11.7  Regulation RR Risk Retention.  Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 2022-6 Series Related Documents and in the manner described in the Prospectus under the heading “Credit Risk Retention.”  Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 2022-6 consisting of the Class R Interest.  Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules.  Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.
 
ARTICLE XII

MISCELLANEOUS
 
Section 12.1  Benefits of Indenture; Third-Party Beneficiaries.  This Indenture and the Notes are for the benefit of and will be binding on the parties and their permitted successors and assigns.  The Series 2022-6 Secured Parties, each Person with rights to payments or distributions under this Indenture and the Certificateholders will be third-party beneficiaries of this Indenture and may enforce this Indenture according to its terms.  No other Person will have any right or obligation under this Indenture or the Notes.
 
Section 12.2  Notices.
 
(a) Notices to Parties.  Notices, requests, directions, consents, waivers or other communications to or from the parties to this Indenture must be in writing and will be considered received by the recipient:
 
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(i) for overnight mail, on delivery or, for registered first class mail, postage prepaid, three (3) days after deposit in the mail properly addressed to the recipient;
 
(ii) for a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;
 
(iii) for an email, when receipt is confirmed by telephone or reply email from the recipient; and
 
(iv) for an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without the requirement of confirmation of receipt) stating that the electronic posting has been made.
 
(b) Notice Addresses.  A notice, request, direction, consent, waiver or other communication will be addressed to the recipient stated in Schedule A to the Transfer and Servicing Agreement, which address the party may change by notifying the other party.
 
(c) Notice to Noteholders.  Notices to a Noteholder will be considered received by the Noteholder:

(i) for Definitive Notes, for overnight mail, on delivery or, for registered first class mail, postage prepaid, three (3) days after deposit in the mail properly addressed to the Noteholder at its address in the Note Register; or
 
(ii) for Book-Entry Notes, when delivered under the procedures of the Clearing Agency, whether or not the Noteholder actually receives the notice.
 
(d) Notices to Rating Agencies.  Where this Indenture requires for notice to the Rating Agencies, failure to give the notice will not affect other rights or obligations under this Indenture and will not be a Potential Default with respect to Group 1 or Event of Default with respect to Group 1.
 
(e) Waiver of Notices.  Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event and such waiver shall be the equivalent of such notice.  Waivers of notice by the Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.
 
Section 12.3  GOVERNING LAW.  THIS INDENTURE, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICTS OF LAW PRINCIPLES), AND THE LAW OF THE STATE OF NEW YORK SHALL GOVERN ALL ISSUES SPECIFIED IN ARTICLE 2(1) OF THE HAGUE SECURITIES CONVENTION.
 
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Section 12.4  Submission to Jurisdiction.  Each party submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for legal proceedings relating to this Indenture.  Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or in the future have to the venue of a proceeding brought in such a court and any claim that the proceeding was brought in an inconvenient forum.
 
Section 12.5  WAIVER OF JURY TRIAL.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR IN CONNECTION WITH, THIS INDENTURE ANY MATTER ARISING THEREUNDER WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
 
Section 12.6  No Waiver; Remedies.  No party’s failure or delay in exercising a power, right or remedy under this Indenture will operate as a waiver.  No single or partial exercise of a power, right or remedy will preclude any other or further exercise of the power, right or remedy or the exercise of any other power, right or remedy.  The powers, rights and remedies under this Indenture are in addition to any powers, rights and remedies under law.

Section 12.7  Severability.  If a part of this Indenture is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Indenture and will not affect the validity, legality or enforceability of the remaining Indenture.
 
Section 12.8  Headings.  The headings in this Indenture are included for convenience and will not affect the meaning or interpretation of this Indenture.
 
Section 12.9  Counterparts.  This Indenture may be executed in multiple counterparts.  Each counterpart will be an original and all counterparts will together be one document.
 
Section 12.10  Customer Identification Program.  To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each Person who opens an account.  For a non-individual person such as a business entity, charity, a trust or other legal entity, the Indenture Trustee and any Qualified Institution may ask for documentation to verify its formation and existence as a legal entity. They may also ask to see financial statements, licenses, identification and authorization from individuals claiming authority to represent the entity or other relevant documentation.
 
Section 12.11  [Reserved].
 
Section 12.12  Intent of the Parties; Reasonableness.  The Trust and the Indenture Trustee acknowledge and agree that the purpose of Sections 3.9 and 6.6 of this Indenture is to facilitate compliance by the Trust and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission.  Neither the Trust nor the Administrator (acting on behalf of the Trust) shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that
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required under the Securities Act).  The Indenture Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Trust (or the Administrator, acting on behalf of the Trust) in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection with this transaction, the Indenture Trustee shall cooperate fully with the Trust (or the Administrator, acting on behalf of the Trust) to deliver to the Trust (or the Administrator, acting on behalf of the Trust), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Trust (or the Administrator, acting on behalf of the Trust) to permit the Trust to comply with the provisions of Regulation AB, together with such disclosures relating to the Indenture Trustee reasonably believed by the Trust (or the Administrator, acting in good faith on behalf of the Trust) to be necessary in order to effect such compliance.  The Trust (or the Administrator, acting on behalf of the Trust) shall cooperate with the Indenture Trustee by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Trust to comply with Regulation AB.
 
Section 12.13  Electronic Signatures.  Each party agrees that this Indenture and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Indenture or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility; provided that any documentation with respect to transfer of the Notes or other securities presented to the Note Registrar, Indenture Trustee or any transfer agent after the Closing Date must contain original documents with manual, wet ink signatures to the extent required by the Note Registrar, Indenture Trustee or transfer agent.  The Indenture Trustee, the Note Paying Agent and the Note Registrar shall be fully justified, indemnified and protected in relying and acting upon any electronic signature believed by the Indenture Trustee, the Note Paying Agent or the Note Registrar, as applicable, to have been signed by the Trust, the Administrator, the Servicer or an other such Person as is required to deliver such document, as applicable, and shall not otherwise have any duty or obligation to verify such electronic signature independently.

Section 12.14  Class R Interest.
 
(a) Creation of Class R Interest.  At the direction of the Trust, the Class R Interest is being created hereunder as an interest in Series 2022-6 having the rights set forth in this Indenture and the Trust Agreement.  The Class R Interest is being acquired on the date hereof by the True-up Trust, as the initial Class R Interest Holder, as nominee of the Originators.
 
(b) Holder of Class R Interest.  Under the Trust Agreement, the Trust has appointed the Owner Trustee to be the Trust Registrar for the Class R Interest.  The Class R Interest Holder will be the Person registered as the holder of the Class R Interest on the Trust Register.  The Class R Interest Holder will receive any Series 2022-6 Available Funds not needed on a Payment Date to pay the Notes and the Trust’s other obligations as set forth in Section 8.2 of this Indenture.
 
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(c) Legal Title and Distributions.  The Class R Interest Holder has no legal title to any Trust Property.  The Class R Interest Holder will receive distributions only as set forth in Section 8.2 and Section 8.3(g)(iii) of this Indenture.
 
(d) Transfer of Class R Interest.  The Class R Interest Holder will be permitted to sell, transfer, assign or convey its rights in the Class R Interest upon satisfaction of the requirements applicable to transfers of the Certificates set forth in Section 3.3 of the Trust Agreement mutatis mutandis, subject to the requirements of Section 11.7 of this Indenture. The Class R Interest Holder, if it wishes to transfer the Class R Interest, shall notify the Trust Registrar in writing of such transfer and identify the new Class R Interest Holder. Upon receipt of notice in writing of any transfer of the Class R Interest identifying the new Class R Interest Holder, the Owner Trustee, as Trust Registrar for the Class R Interest, will record such transferee as the Class R Interest Holder on the Trust Register. Notwithstanding anything else in this Indenture to the contrary, no Person shall have any rights hereunder with respect to the Class R Interest unless such Person is identified as being the Class R Interest Holder on the Trust Register.
 
Section 12.15  No Set-off.  Each of the Master Collateral Agent and the Indenture Trustee hereby acknowledges and agrees that it shall not setoff, appropriate or apply any amounts held by it in any Trust Account or Series 2022-6 Account under any Transaction Document or Series Related Document against any amounts owed by the Trust to U.S. Bank Trust Company, National Association as a Lender or Noteholder under any Trust Financing, except as expressly permitted pursuant to the (i) Transaction Documents and (ii) Series Related Documents for the Series against which such amounts may be set-off, appropriated or otherwise applied. The foregoing shall in no way limit any other rights or remedies of the Master Collateral Agent or Indenture Trustee under or in connection with the Transaction Document or Series Related Documents.
 
[Remainder of Page Left Blank]

















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IN WITNESS WHEREOF, the undersigned has caused this Indenture to be executed by its duly authorized officer as of the date and year first above written.
 

 
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:


Solely with respect to Section 11.7:

CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS,
as Sponsor



By: ________________________________
       Name:  Kee Chan Sin
       Title:    Vice President and Assistant Treasurer
Exhibit A

Form of Notes
 
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN ANOTHER NAME REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND PAYMENT IS MADE TO CEDE & CO. OR TO ANOTHER ENTITY REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER OF THIS NOTE, CEDE & CO., HAS AN INTEREST IN THIS NOTE.
 
THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR VERIZON ABS II LLC, CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS, VERIZON COMMUNICATIONS INC., THE ORIGINATORS, THE ADDITIONAL TRANSFEROR, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE, THE MASTER COLLATERAL AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES.  THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE GROUP 1 RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE SERIES 2022-6 ACCOUNTS.
 
EACH HOLDER OF THIS NOTE (OR AN INTEREST OR PARTICIPATION IN THIS NOTE) THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A FEDERAL, STATE, LOCAL OR NON-U.S. LAW OR REGULATION THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (A “SIMILAR LAW”) AND ANY FIDUCIARY ACTING ON BEHALF OF THE HOLDER, BY ACCEPTING THIS NOTE (OR AN INTEREST OR PARTICIPATION IN THIS NOTE), IS DEEMED TO REPRESENT THAT ITS PURCHASE, HOLDING AND DISPOSITION OF THIS NOTE (OR AN INTEREST OR PARTICIPATION IN THIS NOTE) DOES NOT AND WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE DUE TO THE APPLICABILITY OF A STATUTORY OR ADMINISTRATIVE EXEMPTION FROM THE PROHIBITED TRANSACTION RULES (OR, IF THE HOLDER IS SUBJECT TO ANY SIMILAR LAW, ITS PURCHASE, HOLDING AND DISPOSITION DOES NOT AND WILL NOT RESULT IN A NON-EXEMPT VIOLATION OF THE SIMILAR LAW).
 
THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS STATED IN THIS NOTE.  ACCORDINGLY, THE OUTSTANDING NOTE BALANCE OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE OF THIS NOTE.
 
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REGISTERED   $[___________]
No. R-1
CUSIP NO. [_______]

VERIZON MASTER TRUST, SERIES 2022-6

CLASS [A][B][C] [___]% ASSET BACKED NOTES
 
Verizon Master Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”), for value received, promises to pay to CEDE & CO., or registered assigns, the principal sum of [____________] DOLLARS payable as set forth in Section 8.2 of the Indenture, dated as of August 11, 2022 (the “Indenture”), between the Trust and U.S. Bank Trust Company, National Association, as Indenture Trustee (the “Indenture Trustee”) on the 20th day of each month, or, if that day is not a Business Day, the next succeeding Business Day, starting in September 2022 (each, a “Payment Date”) in an amount equal to the aggregate amount payable to Noteholders of Class [A][B][C] Notes on that Payment Date from the amounts payable as principal on the Class [A][B][C] Notes under Section 3.1 of the Indenture.  However, the entire unpaid Note Balance of this Note will be due and payable on the earlier of (a) the [______] Payment Date (the “Final Maturity Date”), or (b) the Redemption Date under Section 10.1 of the Indenture.  The entire unpaid Note Balance of the Notes will be due and payable on the date on which the Notes are declared to be, or have automatically become, immediately due and payable under Section 5.2(a) of the Indenture.  Principal payments on the Class [A][B][C] Notes will be made pro rata to the Noteholders entitled to those principal payments.  Capitalized terms used but not defined in this Note are defined in Article I of the Indenture, which also contains usage rules that apply to this Note, including by reference to other documents.
 
The Trust will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the Note Balance of this Note outstanding on the Payment Date immediately preceding such Payment Date (in each case, after giving effect to payments of principal made on the Payment Date immediately preceding such Payment Date), subject to limitations in Section 3.1 of the Indenture.  Interest on this Note will accrue for each Payment Date from and including the 20th day of the calendar month immediately preceding such Payment Date to but excluding the 20th day of the calendar month in which such Payment Date occurs (or, for the initial Payment Date, from and including the Closing Date to but excluding September 20, 2022).  Interest will be computed on the basis of a 360-day year of twelve 30 day months.
 
The principal of and interest, any Additional Interest Amounts and any Make-Whole Payments on this Note are payable in the coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts.  Payments made by the Trust on this Note will be applied first to interest due and payable on this Note as stated above and then to the unpaid principal of this Note.
 
This Note is one of a duly authorized issue of Class [A][B][C] [_]% Asset Backed Notes (the “Class [A][B][C] Notes”) of the Trust.  Also authorized under the Indenture are the Class [A][B][C] Notes.  The Indenture and indentures supplemental to the Indenture state the respective rights and obligations of the Trust, the Indenture Trustee and the Noteholders.  The Notes are subject to the Indenture.
 
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The Class [A][B][C] Notes are and will be equally and ratably secured by the collateral pledged as security therefor under the Master Collateral Agreement and the Indenture.  Interest on and principal of the Notes will be payable according to the priority of payments stated in Section 8.2 of the Indenture.  [Class B only:][The Class B Notes are subordinated in right of payment to the Class A Notes.] [Class C only:][The Class C Notes are subordinated in right of payment to the Class A Notes and the Class B Notes.]
 
Payments of interest on this Note on each Payment Date, together with each installment of principal if not in full payment of this Note, any Additional Interest Amounts and any Make-Whole Payments will be made to the Noteholder of this Note either by wire transfer, to the account of the Noteholder at a bank or other entity having proper facilities for the wire transfer, if the Noteholder has given to the Note Registrar proper written instructions at least five (5) Business Days before that Payment Date and the Noteholder’s Notes in the aggregate evidence a denomination of not less than $1,000, or, if not, by check mailed first class mail, postage prepaid, to the Noteholder’s address as it appears on the Note Register on each Record Date.  However, unless Definitive Notes have been issued to Note Owners, payment will be made by wire transfer to the account designated by Cede & Co., as nominee of the Clearing Agency or a successor nominee.  The payments will be made without requiring that this Note be submitted for notation of payment.  Any reduction in the Note Balance of this Note effected by payments made on a Payment Date will bind future Noteholders of this Note and of a Note issued on the registration of transfer of this Note or in exchange of this Note or in place of this Note, whether or not noted on this Note.  If money is expected to be available for payment in full of the then remaining unpaid Note Balance of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Trust, will notify the Noteholder of this Note as of the Record Date immediately preceding such Payment Date by notice mailed or transmitted by fax before that Payment Date, and the amount then due and payable will be payable only on presentation and surrender of this Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for those purposes located in The City of New York.
 
The Trust will pay interest on overdue installments of interest at the Class [A][B][C] Note Interest Rate if lawful.
 
The Notes may be redeemed, in whole but not in part, in the manner and to the extent described in the Indenture.
 
The transfer of this Note is subject to the restrictions on transfer stated on the face of this Note and to the other limitations in the Indenture.  Subject to the satisfaction of those restrictions and limitations, the transfer of this Note may be registered on the Note Register on surrender of this Note for registration of transfer at the office or agency designated by the Trust under the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Noteholder of this Note or its attorney-in-fact, with the signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, and then one or more new Notes of the same Class in authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for the registration of transfer or exchange of this Note, but the transferor may be required to pay an amount to cover
 
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any tax or other governmental charge that may be imposed under any registration of transfer or exchange.
 
Each Noteholder or Note Owner, by accepting a Note or, for a Note Owner, an interest or participation in a Note, agrees that no recourse may be taken, directly or indirectly, for the obligations of the Trust, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or a certificate or other writing delivered for the Notes and the Indenture, against (i) the Indenture Trustee or the Owner Trustee, each in its individual capacity, (ii) any holder of a beneficial interest in the Trust, (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee, each in its individual capacity or (iv) any holder of a beneficial interest in the Owner Trustee or the Indenture Trustee, each in its individual capacity.
 
The obligations of the Trust under the Indenture are solely the obligations of the Trust and do not represent an obligation or interest in any assets of the Depositor other than the Depositor Transferred Property conveyed to the Trust under the Transfer and Servicing Agreement.  Each Noteholder and Note Owner, by its acceptance of a Note or an interest or participation in a Note, acknowledges and agrees that it has no right, title or interest in or to any Other Assets of the Depositor.  If the Noteholder or Note Owner either (i) asserts an interest or claim to, or benefit from, Other Assets or (ii) is deemed to have any interest, claim to or benefit in or from Other Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code), then the Noteholder or Note Owner further acknowledges and agrees that any interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities, which, under the relevant documents relating to the securitization or conveyance of those Other Assets, are entitled to be paid from, entitled to the benefits of, or secured by those Other Assets (whether or not any entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Depositor), including the payment of post-petition interest on the other obligations and liabilities.  THIS PARAGRAPH IS A SUBORDINATION AGREEMENT WITHIN THE MEANING OF SECTION 510(a) OF THE BANKRUPTCY CODE.
 
Each Noteholder or Note Owner, by accepting a Note or, for a Note Owner, an interest or participation in a Note, agrees that, before the date that is two (2) years and one (1) day (or, if longer, any applicable preference period) after the payment in full of (a) all securities issued by the Depositor or by a trust for which the Depositor was a depositor and (b) the Notes, it will not start or pursue against (i) the Depositor or (ii) the Trust, respectively, or join any other Person in starting or pursuing against the Depositor or the Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law.
 
The Trust has entered into the Indenture, and this Note is issued with the intention that, for purposes of U.S. federal, State and local income tax, franchise tax, and any other tax imposed on or measured in whole or in party by income, Notes (other than the Retained Notes) will qualify as indebtedness and the Trust as a mere security device formed to hold the Group 1 Receivables and issues, among other instruments, Notes and Certificates.  Each Noteholder or
 
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Note Owner, by its acceptance of a Note or an interest or participation in a Note, will be deemed to agree to treat the Notes (other than the Retained Notes) as indebtedness for purposes of U.S. federal, State and local income tax, franchise tax and any other tax imposed on or measured in whole or in part by income and the Trust as a mere security device formed to hold the Group 1 Receivables and issue, among other instruments, Notes and Certificates.
 
For any date, the Trust, the Indenture Trustee and any agent of the Trust or the Indenture Trustee may treat the Person in whose name this Note is registered as of that date as the owner of this Note for the purpose of receiving payments of principal of and any interest on the Note and for all other purposes, without regard to any notice or other information to the contrary.
 
The Indenture permits, with some exceptions requiring the consent of all adversely affected Noteholders under the Indenture, the amendment of the Indenture and the modification of the rights and obligations of the Trust and the rights of the Noteholders under the Indenture by the Trust with the consent of the Noteholders of Notes evidencing not less than a majority of the Note Balance of the Controlling Class.  The Indenture also permits the Indenture Trustee to amend or waive some terms and conditions in the Indenture without the consent of the Noteholders if some conditions are satisfied.  In addition, the Indenture contains terms permitting the Noteholders of Notes evidencing stated percentages of the Note Balance of the Notes or of the Controlling Class, on behalf of all Noteholders, to waive compliance by the Trust with some terms of the Indenture and some defaults under the Indenture and their consequences.  Any consent or waiver by the Noteholder of this Note will be conclusive and bind the Noteholder and all future Noteholders of this Note and of any Note issued on the registration of transfer of this Note or in exchange of this Note or in place of this Note whether or not notation of the consent or waiver is made on this Note.
 
The term “Trust,” as used in this Note, includes any successor to the Trust under the Indenture.
 
The Trust is permitted by the Indenture, under some circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Noteholders under the Indenture.
 
The Notes are issuable only in registered form in denominations as stated in the Indenture, subject to some limitations in the Indenture.
 
THIS NOTE AND THE INDENTURE, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).
 
No reference in this Note to the Indenture, and no terms of this Note or of the Indenture, will alter or impair the obligation of the Trust, which is absolute and unconditional, to pay the principal of and interest on this Note at the time, place and rate, and in the coin or currency prescribed in this Note.
 
A-5
Except as permitted under the Series 2022-6 Series Related Documents and the Transaction Documents, none of U.S. Bank Trust Company, National Association, in its individual capacity, Wilmington Trust, National Association, in its individual capacity, any owner of a beneficial interest in the Trust, or their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns will be personally liable for, nor will recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications in the Indenture.  The Noteholder of this Note, by its acceptance of this Note, agrees that, except as permitted in the Series 2022-6 Series Related Documents and the Transaction Documents, for an Event of Default with respect to Group 1 under the Master Collateral Agreement, the Noteholder has no claim against those Persons for any deficiency, loss or claim from this Note.  However, nothing in this Note will be taken to prevent recourse to, and enforcement against, the assets of the Trust for liabilities, obligations and undertakings in the Indenture or in this Note.
 
Unless the certificate of authentication on this Note has been executed by the Indenture Trustee whose name appears below by manual signature, this Note will not have the benefit of the Indenture or be valid or obligatory for any purpose.
 
[Remainder of Page Left Blank]


 

 

 

 

 

 

 

 

 
A-6
The Trust has caused this instrument to be signed, manually or in facsimile, by its Responsible Person, as of the date below.
 
Date: [__________]

 
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:


CERTIFICATE OF AUTHENTICATION
 
This is one of the Class [A][B][C] Notes designated above and referred to in the Indenture.
 
Date: [__________]
 
U.S. BANK TRUST COMPANY, NATIONAL
 
ASSOCIATION,
 
not in its individual capacity but solely as
 
Indenture Trustee
     
     
 
By: 
                                                                         
   
Name:
   
Title:


A-7
ASSIGNMENT
 
Social Security or taxpayer I.D. or other identifying number of assignee:
 
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:
 
___________________________________
(name and address of assignee)
 
the within Note and all rights under said Note, and hereby irrevocably constitutes and appoints _________________, attorney, to transfer said Note on the books kept for registration of said Note, with full power of substitution in the premises.
 

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.
A-8
Exhibit B

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
 
The assessment of compliance to be delivered by the Indenture Trustee, shall address, at a minimum, the criteria specified below:


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.

 



B-1
 EX-10.7 4 exhibit10-7.htm SERIES 2022-6 ACCOUNT CONTROL AGREEMENT
Exhibit 10.7




FORM OF SERIES 2022-6 ACCOUNT CONTROL AGREEMENT
 
among
 
VERIZON MASTER TRUST,
as Grantor
 
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Secured Party
 
and
 
U.S. BANK NATIONAL ASSOCIATION,
as Financial Institution
 

Dated as of August 11, 2022





TABLE OF CONTENTS

Page
 
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

TABLE OF CONTENTS
(continued)
Page
 
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









-ii-
This SERIES 2022-6 ACCOUNT CONTROL AGREEMENT, dated as of August 11, 2022 (this “Agreement”), is among VERIZON MASTER TRUST, a Delaware statutory trust, as grantor (the “Grantor”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Indenture Trustee for the benefit of the Noteholders (in this capacity, the “Secured Party”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as both a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC (in these capacities, the “Financial Institution”).
 
BACKGROUND
 
The Grantor is engaging in a securitization transaction in which it will issue the Notes under the Indenture (as defined below), and the Secured Party will hold funds in bank accounts for the benefit of the Noteholders.
 
The parties are entering into this Agreement to perfect the security interest in the bank accounts.
 
The parties agree as follows:
 
ARTICLE I
USAGE AND DEFINITIONS
 
Section 1.1  Usage and Definitions.  Capitalized terms used but not defined in this Agreement are defined in (or defined by reference in) the Indenture, dated as of August 11, 2022 (the “Indenture”), between Verizon Master Trust, as trust, and U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”).  The Indenture also contains by reference, usage rules that apply to this Agreement.  References to the “UCC” mean the Uniform Commercial Code as in effect in the State of New York.
 
 For purposes of this Agreement, “Hague Securities Convention” means The Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (Concluded 5 July 2006), which became effective in the United States of America on April 1, 2017.
 
ARTICLE II
ESTABLISHMENT OF COLLATERAL ACCOUNTS
 
Section 2.1  Description of Accounts.  Pursuant to this Agreement and the Indenture, the Grantor, the Servicer and the Financial Institution have established the following accounts, subject to the lien of the Secured Party (each, a “Collateral Account”), each of which Collateral Accounts shall be a Trust Financing Account:
 

 (i)
“Series 2022-6 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 2022-6” with account number 249483000.
 

 (ii)
“Series 2022-6 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 2022-6” with account number 249483001.
 

 (iii)
“Series 2022-6 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 2022-6” with account number 249483002.
 
Section 2.2  Account Changes.  Neither the Financial Institution nor the Grantor will change the name or account number of a Collateral Account without the consent of the Secured Party.  The Financial Institution will promptly notify the Servicer of any changes to the name or account number of a Collateral Account.  This Agreement will apply to each successor account to a Collateral Account, which will also be a Collateral Account.
 
Section 2.3  Account Types.  The Grantor, the Financial Institution and the Secured Party hereby confirm and agree that each Collateral Account is either a “securities account” (as defined in Section 8-501 of the UCC) or a “deposit account” (as defined in Section 9-102(a)(29) of the UCC).  The Grantor, the Financial Institution and the Secured Party acknowledge and agree that each Collateral Account is intended to be a “securities account.”  Notwithstanding such intention, (x) if a Collateral Account constitutes a “deposit account” under the UCC, the provisions of this Agreement governing a “deposit account” shall apply to such Collateral Account and (y) as used herein “deposit account” shall mean a Collateral Account to the extent that it is determined to be a “deposit account” (within the meaning of Section 9-102(a)(29) of the UCC) and “securities account” shall mean a Collateral Account to the extent that it is determined to be a “securities account” (within the meaning of Section 8-501 of the UCC).
 
Section 2.4  Securities Accounts.  If a Collateral Account is a securities account, the Financial Institution agrees that:
 
(a) Financial Assets.  All property delivered to the Financial Institution pursuant to the Indenture and the Master Collateral Agreement that is granted to the Indenture Trustee shall be promptly credited to the applicable Collateral Account in accordance with the terms of the Indenture and the Master Collateral Agreement;
 
(b) Registration and Indorsement.  All securities or other property underlying any financial assets credited to any securities account (other than cash) shall be registered in the name of the Financial Institution, indorsed to the Financial Institution or in blank or credited to another securities account maintained in the name of the Financial Institution, and in no case will any financial asset credited to any securities account be registered in the name of the Grantor or any other person, payable to the order of the Grantor or any other person, or specially indorsed to the Grantor or any other person, except to the extent the foregoing have been specially indorsed to the Financial Institution or in blank; and
 
(c) Exercise of Rights.  Each Collateral Account is an account to which financial assets or other property are or may be credited, and the Financial Institution shall, subject to the
 
2
terms of this Agreement, treat the Grantor as entitled to exercise the rights that comprise any financial asset or other property credited to such account.
 
Section 2.5  “Financial Assets” Election.  The Financial Institution hereby agrees that each item of property (whether investment property, financial asset, security, instrument, general intangible or cash) credited to a Collateral Account to the extent that it constitutes a securities account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.
 
ARTICLE III
SECURED PARTY CONTROL
 
Section 3.1  Control of Collateral Accounts.
 
(a) Notwithstanding any other provision of this Agreement, if at any time the Financial Institution shall receive any order from the Secured Party directing transfer or redemption of any financial asset relating to a Collateral Account or any instruction originated by the Secured Party directing the disposition of funds in a Collateral Account, the Financial Institution shall comply with such entitlement order or instruction without further consent by the Grantor or any other person.  If the Grantor is otherwise entitled to issue entitlement orders or instructions and such entitlement orders or instructions conflict with any entitlement order or instruction issued by the Secured Party, the Financial Institution shall follow the entitlement orders or instructions issued by the Secured Party and shall incur no liability therewith.
 
(b) Until the Financial Institution receives a Notice of Sole Control pursuant to Section 6.8(a) from the Secured Party, the Financial Institution is authorized to act upon instructions, including entitlement orders, from either the Secured Party or the Grantor.  The Secured Party may exercise sole and exclusive control of the Collateral Accounts at any time by delivering to the Financial Institution a Notice of Sole Control as set forth in Section 6.8(a).
 
Section 3.2  Investment Instructions.  If (a) the Financial Institution has not received an order or instruction from the Grantor directing the deposit, withdrawal, transfer or redemption of the cash or other financial assets credited to a Collateral Account (a “Secured Party Order”) for the investment of funds in a Collateral Account by 11:00 a.m. New York time (or another time agreed to by the Financial Institution) on the Business Day before a Payment Date or (b) the Financial Institution receives notice from the Secured Party that a Potential Default or Event of Default has occurred and is continuing, the Financial Institution will invest and reinvest funds in such Collateral Account according to the last investment instruction received, if any.  If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Financial Institution will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received.  For the avoidance of doubt, the Financial Institution shall have no investment discretion.
 
Section 3.3  Conflicting Orders or Instructions.  If the Financial Institution receives conflicting orders or instructions from the Secured Party and the Grantor or any other Person, the
 
3
Financial Institution will follow the orders or instructions of the Secured Party and not the Grantor or such other Person and shall incur no liability in connection therewith.
 
ARTICLE IV
SUBORDINATION OF LIEN; WAIVER OF SET-OFF
 
Section 4.1  Subordination of Lien; Waiver of Set-Off.  In the event that the Financial Institution has or subsequently obtains by agreement, by operation of Law or otherwise a security interest in a Collateral Account or any “security entitlement” or other property credited thereto, the Financial Institution hereby agrees that such security interest shall be subordinate to the security interest of the Secured Party.  The financial assets, money and other items credited to any Collateral Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Secured Party (except that the Financial Institution may set off (i) all amounts due to the Financial Institution in respect of customary fees and expenses for the routine maintenance and operation of the Collateral Accounts and (ii) the face amount of any checks which have been credited to any such Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds).
 
ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS
 
Section 5.1  Financial Institution’s Representations and Warranties.  The Financial Institution represents and warrants to the Grantor and the Secured Party as follows:
 
(a) Organization.  The Financial Institution is duly organized, validly existing and qualified as a national banking association under the laws of the United States.
 
(b) Power and Authority.  The Financial Institution has the corporate power and authority to execute, deliver and perform its obligations under this Agreement.  The Financial Institution has taken all action necessary to authorize the execution, delivery and performance by it of this Agreement.
 
(c) Enforceability.  This Agreement has been duly executed by an authorized officer of the Financial Institution and constitutes the legal, valid and binding obligation of the Financial Institution, 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.
 
(d) No Agreements with Grantor.  There are no agreements between the Financial Institution and the Grantor or the Servicer governing or relating to a Collateral Account other than this Agreement, the Master Collateral Agreement, the Indenture and the other Transaction Documents and other Series Related Documents.
 
(e) No Other Agreements.  The Financial Institution has not entered into, and until the termination of this Agreement will not enter into, an agreement relating to a Collateral Account in which it has agreed to comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) or “instructions” (within the meaning of Section 9-104 of the UCC) of
 
4
any Person other than the Secured Party or purporting to limit or condition the obligation of the Financial Institution to comply with entitlement orders or instructions.
 
(f) No Limitations.  The Financial Institution has not entered into an agreement limiting or conditioning the Financial Institution’s obligation to comply with any Secured Party Order.
 
(g) No Liens.  Except for the claims and interest of the Secured Party and of the Grantor in the Collateral Accounts, the Financial Institution has no actual knowledge of any Lien on or claim to, or interest in, any of the Collateral Accounts or in any “financial asset” (as defined in Section 8-102(a) of the UCC) or other property credited thereto.
 
(h) Maintenance of Collateral Accounts.  Each Collateral Account has been established as set forth in Article II, and such Collateral Accounts will be maintained in the manner set forth herein until termination of this Agreement.
 
(i) Maintenance of Offices.  The Financial Institution has at the time of this Agreement, and had at the time of entry into the Indenture and the other Transaction Documents and other Series Related Documents executed on or prior to the date of this Agreement, one or more offices in the United States that maintains the securities accounts.
 
Section 5.2  Financial Institution’s Covenants.
 
(a) Statements, Confirmations and Other Correspondence.  The Financial Institution will promptly deliver copies of statements, confirmations and correspondence about the Collateral Accounts and the cash or other financial assets credited to a Collateral Account to the Grantor and the Secured Party.
 
(b) Notice of Claim.  If a Person asserts a Lien against a Collateral Account (or in the cash or other financial assets credited to a Collateral Account), the Financial Institution will promptly notify the Secured Party.
 
(c) Negative Covenants.  Until the termination of this Agreement, the Financial Institution will not enter into (i) an agreement relating to a Collateral Account in which it agrees to comply with entitlement orders or instructions of any Person other than the Secured Party or (ii) an agreement limiting or conditioning the Financial Institution’s obligation to comply with Secured Party Orders.
 
ARTICLE VI
OTHER AGREEMENTS
 
Section 6.1  Reliance by Financial Institution.  The Financial Institution is not obligated to investigate or inquire whether the Secured Party may deliver a Secured Party Order.  The Financial Institution may rely on communications (including Secured Party Orders) believed by it in good faith to be genuine and given by the proper party.
 
5
Section 6.2  Termination.
 
(a) The Financial Institution may terminate its rights and obligations under this Agreement if the Secured Party resigns or is removed as Indenture Trustee under the Indenture.  The Grantor may terminate the rights and obligations of the Financial Institution if the Financial Institution ceases to be a Qualified Institution.  No termination of the rights and obligations of the Financial Institution under this Agreement will be effective until new Collateral Accounts are established with, and the cash and other financial assets credited to the Collateral Accounts are transferred to, another securities intermediary who has agreed to accept the obligations of the Financial Institution under this Agreement or a similar agreement.
 
(b) The Secured Party agrees to provide a Notice of Termination in substantially the form of Exhibit B hereto to the Financial Institution upon the request of the Grantor on or after the termination of the Secured Party’s security interest in the Collateral Accounts pursuant to the terms of the Indenture.  The termination of this Agreement does not terminate any Collateral Account or alter the obligations of the Financial Institution to the Grantor pursuant to any other agreement with respect to any Collateral Account.
 
Section 6.3  No Petition.  Each party agrees that, before the date that is two (2) years and one (1) day (or, if longer, any applicable preference period) after payment in full of (a) all securities issued by the Depositor or by a trust for which the Depositor was a depositor or (b) all advances owed by Verizon Master Trust, it will not start or pursue against, or join any other Person in starting or pursuing against, (i) the Depositor or (ii) the Grantor, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar Law.  This Section 6.3 will survive the termination of this Agreement.
 
Section 6.4  Limitation of Liability.
 
(a) Financial Institution.  The Financial Institution will not be liable under this Agreement, except for (i) its own willful misconduct, bad faith or gross negligence or (ii) breach of its representations, warranties or covenants in this Agreement.  The Financial Institution will not be liable for special, indirect, punitive or consequential losses or damages (including lost profit), even if the Financial Institution has been advised of the likelihood of the loss or damage and regardless of the form of action.
 
(b) Secured Party.  The Secured Party is executing this Agreement not in its individual capacity but solely in its capacity as Indenture Trustee.  In performing its obligations under this Agreement, the Secured Party is subject to, and entitled to the benefits of, the terms of the Indenture that apply to the Indenture Trustee.  The Indenture Trustee will not have any liability for any act or failure to act of the Servicer, the Custodian, the Marketing Agent, any other Creditor Representative or Noteholder, the Administrator, the Grantor or any other Person.
 
(c) Owner Trustee.  This Agreement has been signed on behalf of the Grantor by Wilmington Trust, National Association, not in its individual capacity, but solely in its capacity as Owner Trustee of the Grantor.  In no event will Wilmington Trust, National Association in its individual capacity or a beneficial owner of the Grantor be liable for the Grantor’s obligations
 
6
under this Agreement.  For all purposes under this Agreement, the Owner Trustee is subject to, and entitled to the benefits of, the Trust Agreement.
 
Section 6.5  Conflict With Other Agreement.
 
(a) In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail.
 
(b) No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto.
 
(c) The Financial Institution hereby confirms and agrees that:
 
(i) there are no agreements entered into between the Financial Institution and the Grantor with respect to the Collateral Accounts other than this Agreement and the Indenture; and
 
(ii) other than the Indenture, it has not entered into, and until the termination of this Agreement will not enter into, any other agreement with any other person relating to any Collateral Account or any financial assets or other property credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) or instructions (within the meaning of Section 9-104 of the UCC) of such other person.
 
Section 6.6  [Reserved].
 
Section 6.7  Adverse Claims.  If the Financial Institution receives written notice that any person is asserting any lien, encumbrance or Adverse Claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Collateral Account or any financial asset or other property credited thereto, the Financial Institution will promptly notify the Secured Party and the Grantor thereof.
 
Section 6.8  Maintenance of Collateral Accounts.  In addition to, and not in lieu of, the obligation of the Financial Institution to honor entitlement orders and instructions as set forth in Section 3.1 hereof, the Financial Institution, the Grantor and the Secured Party agree that the Collateral Accounts shall be maintained as follows:
 
(a) Notice of Sole Control.  If at any time the Secured Party delivers to the Financial Institution a Notice of Sole Control in substantially the form set forth in Exhibit A hereto (a “Notice of Sole Control”), the Financial Institution agrees that after receipt of such notice, it will take all instructions with respect to the Collateral Accounts solely from the Secured Party and shall not comply with instructions or entitlement orders of any other person.
 
(b) Voting Rights.  Until such time as the Financial Institution receives a Notice of Sole Control signed by the Secured Party pursuant to subsection (a) of this
 
7
Section 6.8, the Grantor shall direct the Financial Institution with respect to the voting of any financial assets credited to any Collateral Account.
 
(c) Eligible Account.  Until such time as the Financial Institution receives a Notice of Sole Control signed by the Secured Party, the Grantor shall direct, to the extent permitted by the Indenture, the Financial Institution with respect to the selection of investments to be made for the credit of a Collateral Account if it is a securities account, and after the Financial Institution receives a Notice of Sole Control signed by the Secured Party, the Secured Party shall direct, to the extent permitted by the Indenture, the Financial Institution with respect to the selection of investments to be made for the credit of a Collateral Account if it is a securities account; provided, however, that the Financial Institution shall not honor any instruction from such Person to purchase any investments other than Permitted Investments.
 
(d) Statements and Confirmations.  The Financial Institution shall promptly send copies of all statements, confirmations and other correspondence concerning any Collateral Account or any financial assets or other property credited thereto simultaneously to each of the Grantor and the Secured Party at the address for each set forth in Section 7.3 of this Agreement.
 
ARTICLE VII
MISCELLANEOUS
 
Section 7.1  Amendment.
 
(a) Amendments to Clarify and Correct Errors and Defects.  The parties may amend this Agreement, without the consent of the Noteholders for the purpose of curing any ambiguity, correcting an error or correcting or supplementing any provision of this Agreement that may be defective or inconsistent with the other terms of this Agreement.
 
(b) Other Amendments.  Other than as set forth in Section 7.1(c), the parties may also amend this Agreement, without the consent of the Noteholders, for the purpose of adding any provisions to, or changing in any manner or eliminating any provisions of, this Agreement or of modifying in any manner the rights of the Noteholders under this Agreement if either (x) the Grantor or the Administrator delivers an Officer’s Certificate to the Indenture Trustee and the Owner Trustee stating that the Grantor or the Administrator, as applicable, reasonably believes that such amendment will not have a material adverse effect on the interests of any Noteholder or (y) the Rating Agency Condition has been satisfied for the Notes with respect to such amendment.
 
(c) Amendments Requiring Consent of Noteholders.  This Agreement may also be amended from time to time by the parties hereto, with the consent of the Noteholders of the Notes evidencing at least a majority of the outstanding principal amount of the Controlling Class of Notes and with prior written notice to the Indenture Trustee and the Rating Agencies, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Agreement or of modifying in any manner the rights of the Noteholders under this Agreement.
 
8
It shall not be necessary for the consent of the Noteholders pursuant to this Section 7.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  For the avoidance of doubt, any Noteholder consenting to any amendment shall be deemed to agree that such amendment does not have a material adverse effect on such Noteholder.
 
(d) [Reserved].
 
(e) Indenture Trustee Consent.  The consent of the Indenture Trustee will be required for any amendment to this Agreement pursuant to Sections 7.1(b) or (c) that has a material adverse effect on the rights, duties, obligations, immunities or indemnities of the Indenture Trustee.
 
Section 7.2  Benefit of Agreement.  This Agreement is for the benefit of and will be binding on the parties and their permitted successors and assigns.  No other Person will have any right or obligation under this Agreement.
 
Section 7.3  Notices.
 
(a) Notices to Parties.  Notices, requests, directions, consents, waivers or other communications to or from the parties must be in writing and will be considered received by the recipient:
 
(i) for personally delivered, express or certified mail or courier, when received;
 
(ii) for a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;
 
(iii) for an email, when receipt is confirmed by telephone or reply email from the recipient; and
 
(iv) for an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without the requirement of confirmation of receipt) stating that the electronic posting has been made.
 
(b) Notice Addresses.  A notice, request, direction, consent, waiver or other communication must be addressed to the recipient at its address stated in Schedule A to the Transfer and Servicing Agreement, which address the party may change by notifying the other parties.
 
Section 7.4  GOVERNING LAW.  BOTH THIS AGREEMENT AND THE COLLATERAL ACCOUNTS (AS WELL AS THE “SECURITIES ENTITLEMENTS” RELATING THERETO), INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW
 
9
PROVISIONS THEREOF).  REGARDLESS OF ANY PROVISION IN ANY OTHER AGREEMENT, FOR PURPOSES OF THE UCC, NEW YORK SHALL BE DEEMED TO BE THE “BANK’S JURISDICTION” (WITHIN THE MEANING OF SECTION 9-304 OF THE UCC) AND THE “SECURITIES INTERMEDIARY’S JURISDICTION” (WITHIN THE MEANING OF SECTION 8-110 OF THE UCC).  THE LAW OF THE STATE OF NEW YORK SHALL GOVERN ALL ISSUES SPECIFIED IN ARTICLE 2(1) OF THE HAGUE SECURITIES CONVENTION.  NOTWITHSTANDING SECTION 7.1 OF THIS AGREEMENT, THE PARTIES WILL NOT AGREE TO ANY AMENDMENT TO THIS AGREEMENT TO CHANGE THE GOVERNING LAW TO ANY LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK.
 
Section 7.5  Submission to Jurisdiction.  Each party submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for legal proceedings relating to this Agreement.  Each party irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or in the future have to the venue of a proceeding brought in such a court and any claim that the proceeding was brought in an inconvenient forum.
 
Section 7.6  WAIVER OF JURY TRIAL.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY MATTER ARISING THEREUNDER WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
 
Section 7.7  No Waiver; Remedies.  No party’s failure or delay in exercising a power, right or remedy under this Agreement will operate as a waiver.  No single or partial exercise of a power, right or remedy will preclude any other or further exercise of the power, right or remedy or the exercise of any other power, right or remedy.  The powers, rights and remedies under this Agreement are in addition to any powers, rights and remedies under Law.
 
Section 7.8  Severability.  If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement and will not affect the validity, legality or enforceability of the remaining Agreement.
 
Section 7.9  Headings.  The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.
 
Section 7.10  Counterparts.  This Agreement may be executed in multiple counterparts.  Each counterpart will be an original and all counterparts will together be one document.
 
Section 7.11  Electronic Signatures.  Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
 
[Remainder of Page Left Blank]

10
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed by its duly authorized officer as of the date and year first above written.
 

 
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:




Exhibit A
 
[Letterhead of U.S. Bank Trust Company, National Association]
 
[Date]
 
U.S. Bank National Association, as Financial Institution
190 South LaSalle Street
Chicago, Illinois 60603
Attention: Global Structured Finance/Verizon Master Trust, Series 2022-6
 

 Re:
Notice of Sole Control
 
 
Ladies and Gentlemen:
 
As referenced in the Series 2022-6 Account Control Agreement dated as of August 11, 2022 (the “Agreement”), among Verizon Master Trust, a Delaware statutory trust, as grantor (the “Grantor”), U.S. Bank Trust Company, National Association, a national banking association, as Indenture Trustee for the benefit of the Noteholders (in this capacity, the “Secured Party”), and U.S. Bank National Association, a national banking association, in its capacity as both a “securities intermediary” as defined in Section 8-102 of the Uniform Commercial Code (“UCC”) and a “bank” as defined in Section 9-102 of the UCC (in such capacities, the “Financial Institution”), we hereby give you notice of our sole control over the Collateral Accounts (as defined in the Agreement) and all financial assets or other property credited thereto.  You are hereby instructed, in your capacity as Financial Institution, not to accept any direction, instruction or entitlement order with respect to any Collateral Account or the financial assets or other property credited thereto from any person other than the Secured Party, unless otherwise ordered by a court of competent jurisdiction.
 
You are instructed to deliver a copy of this notice by electronic mail to the Grantor, c/o Cellco Partnership d/b/a Verizon Wireless, as administrator of the Verizon Master Trust at kee.chan.sin@verizon.com.
 
 
 
Very truly yours,
       
       
 
U.S. BANK TRUST COMPANY, NATIONAL
   
ASSOCIATION, not in its individual
   
capacity, but solely as Secured Party
       
       
 
By:  
                                                                           
   
Name:  
  
   
Title:
  


A-1
Exhibit B
 
[Letterhead of U.S. Bank Trust Company, National Association]
 
[Date]
 
U.S. Bank National Association, as Financial Institution
190 South LaSalle Street
Chicago, Illinois 60603
Attention: Global Structured Finance/Verizon Master Trust, Series 2022-6

 

 Re:
Termination of Series 2022-6 Account Control Agreement
 
You are hereby notified that the Series 2022-6 Account Control Agreement dated as of August 11, 2022 (the “Agreement”), among Verizon Master Trust, a Delaware statutory trust, as grantor (the “Grantor”), U.S. Bank Trust Company, National Association, a national banking association, as Indenture Trustee for the benefit of the Noteholders (in this capacity, the “Secured Party”), and U.S. Bank National Association, a national banking association, in its capacity as both a “securities intermediary” as defined in Section 8-102 of the Uniform Commercial Code (“UCC”) and a “bank” as defined in Section 9-102 of the UCC (in such capacities, the “Financial Institution”) is terminated and you have no further obligations to the undersigned pursuant to the Agreement.  Notwithstanding any previous instructions to you, you are hereby instructed, as Financial Institution, to accept all future directions with respect to the Collateral Accounts from the Grantor.  This notice terminates any obligations you may have to the undersigned with respect to the Agreement; however, nothing contained in this notice shall alter any obligations which you may otherwise owe to U.S. Bank Trust Company, National Association pursuant to any other agreement.
 
You are instructed to deliver a copy of this notice by electronic mail to the Grantor, c/o Cellco Partnership d/b/a Verizon Wireless, as administrator of the Verizon Master Trust at kee.chan.sin@verizon.com.
 

 
Very truly yours,
       
       
 
U.S. BANK TRUST COMPANY, NATIONAL
   
ASSOCIATION, not in its individual
   
capacity, but solely as Secured Party
       
       
 
By:  
                                                                           
   
Name:  
  
   
Title:
  

 

B-1
 EX-10.9 5 exhibit10-9.htm AMENDED AND RESTATED ASSET REPRESENTATIONS REVIEW AGREEMENT
Exhibit 10.9




FORM OF AMENDED AND RESTATED
ASSET REPRESENTATIONS REVIEW AGREEMENT

among

VERIZON MASTER TRUST,
as Trust

CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS,
as Servicer

and

PENTALPHA SURVEILLANCE LLC,
as Asset Representations Reviewer

Dated as of August 11, 2022



TABLE OF CONTENTS

Page
 
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


i
TABLE OF CONTENTS
(continued)

Page
 
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


Schedule A — Review Materials

Schedule B — Schedule of Tests








ii
This AMENDED AND RESTATED ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of August 11, 2022 (this “Agreement”), among VERIZON MASTER TRUST, a Delaware statutory trust, as issuer (the “Trust”), CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, a Delaware general partnership (“Cellco”), as servicer (the “Servicer”), and PENTALPHA SURVEILLANCE LLC, a Delaware limited liability company, as asset representations reviewer (the “Asset Representations Reviewer”), fully amends and restates, as of the date hereof, that certain Asset Representations Review Agreement, dated as of May 25, 2021, among the Trust, the Servicer and the Asset Representations Reviewer.
 
BACKGROUND
 
In the normal course of their businesses, Cellco and the other Originators originate device payment plan agreements for various wireless devices.  In addition, one or more Additional Transferors hold certain device payment plan agreements originated by Cellco and certain other Originators.
 
In connection with certain securitization transactions sponsored by Cellco in which the Trust will issue one or more Series of Publicly Registered Notes secured by a revolving pool of Receivables.  Each such Series will be paid from collections on and proceeds of the Receivables designated to a Group under the Master Collateral Agreement.  The Trust has engaged the Servicer to service the Receivables.
 
The Trust has granted a security interest in the Receivables and other related Collateral to the Master Collateral Agent, for the benefit of the Secured Parties.
 
The Trust has determined to engage the Asset Representations Reviewer to perform reviews of certain Group Receivables for compliance with the representations and warranties made by the Originators and the Servicer (with respect to Receivables transferred by an Additional Transferor or re-designated to a Group on a Re-Designation Date) about each Group of Receivables.
 
The parties agree as follows.
 
ARTICLE I

USAGE AND DEFINITIONS
 
Section 1.1  Usage and Definitions.  Capitalized terms used in this Agreement and not otherwise defined herein are defined in Appendix A to the Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021, as amended, among Verizon Master Trust, as Trust, Cellco Partnership d/b/a Verizon Wireless, as Servicer, U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as Master Collateral Agent, and the Creditor Representatives from time to time party thereto (the “Master Collateral Agreement”).  Appendix A also contains usage rules that apply to this Agreement.  Appendix A is incorporated by reference into this Agreement.
 
Section 1.2  Additional Definitions.
 
“Confidential Information” has the meaning stated in Section 4.9(b).
 
“Form Contract” has the meaning stated in Schedule A.
 
“Group Review Receivable” means, for a Review and any Group, the related Group 60-Day Delinquent Receivables as of the last day of the Collection Period before the date on which a Review Notice is delivered pursuant to Section 12.2 of the Master Collateral Agreement.
 
“Indemnified Person” has the meaning stated in Section 4.6(a).
 
“Information Recipient” has the meaning stated in Section 4.9(a).
 
“Monthly Fee” has the meaning stated in Section 4.3(a).
 
“Personally Identifiable Information” or “PII” has the meaning stated in Section 4.10(a).
 
“Review” means the performance by the Asset Representations Reviewer of the testing procedures for each Test and each Group Review Receivable solely in accordance with Section 3.4.
 
“Review Fee” has the meaning stated in Section 4.3(b).
 
“Review Materials” means, for a Review and a Group Review Receivable, the documents and other materials listed in Schedule A, as applicable.
 
“Review Notice” means the notice provided under Section 12.2 of the Master Collateral Agreement by the Master Collateral Agent to the Asset Representations Reviewer, each Creditor Representative for each Series of Publicly Registered Notes of the related Group, the Administrator and the Servicer.
 
“Review Report” means, for a Review, the report of the Asset Representations Reviewer as described in Section 3.5.
 
“Schedule of Tests” has the meaning stated in Section 3.1(b).
 
“Test” has the meaning stated in Section 3.1(b).
 
“Test Complete” has the meaning stated in Section 3.4(c).
 
“Test Fail” has the meaning stated in Section 3.4(a).
 
“Test Incomplete” has the meaning stated in Section 3.4(a).
 
“Test Pass” has the meaning stated in Section 3.4(a).
 
“Trust PII” has the meaning stated in Section 4.10(a).
 
Section 1.3  Review Materials and Test Definitions.  Capitalized terms or terms or phrases in quotation marks used in the Tests, if not defined in Appendix A to the Master
 
2
Collateral Agreement or in this Agreement, refer to sections, titles or terms in the Form Contract or other Review Materials.
 
ARTICLE II

ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER
 
Section 2.1  Engagement; Acceptance.  The Trust engages Pentalpha Surveillance LLC to act as the Asset Representations Reviewer for the Trust.  Pentalpha Surveillance LLC accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms in this Agreement.
 
Section 2.2  Confirmation of Status.  The parties confirm that the Asset Representations Reviewer is not responsible for (a) reviewing any Group Receivables for compliance with the representations and warranties under the Transaction Documents and any other Series Related Documents, except as described in this Agreement with respect to the applicable Group Eligibility Representation, or (b) determining whether noncompliance with the applicable Group Eligibility Representation constitutes a breach of the Transaction Documents and other Series Related Documents.
 
ARTICLE III

ASSET REPRESENTATIONS REVIEW PROCESS
 
Section 3.1  Review Notices and Schedule of Tests.
 
(a) Review Notice.  Upon receipt of a Review Notice from the Master Collateral Agent according to Section 12.2 of the Master Collateral Agreement and access to the Review Materials as described in Section 3.3(a), the Asset Representations Reviewer will start a Review.  The Asset Representations Reviewer will not be obligated to start a Review until a Review Notice is received.
 
(b) Schedule of Tests.  On or prior to the Closing Date for each Indenture Series with at least one Class of Publicly Registered Notes, (i) the Servicer will deliver to the Asset Representation Reviewer a list of the eligibility characteristics with respect to such Series and identify the Group to which such Series belongs and (ii) the Servicer and the Asset Representations Reviewer will mutually agree to the procedures to be performed with respect to each representation and warranty for such Indenture Series (each such procedure, a “Test”).  The Tests to be performed with respect to each applicable Indenture Series of a Group will be included on one schedule that will be attached to and be a part of this Agreement (such schedule, with respect to each Group, a “Schedule of Tests”), which Schedule of Tests will be substantially in the form of Schedule B attached hereto and reflect the Tests mutually agreed upon by the Servicer and the Asset Representations Reviewer.
 
Section 3.2  Identification of Group Review Receivables.  Within ten (10) Business Days after receipt of a Review Notice, the Servicer will deliver to the Asset Representations Reviewer and the Master Collateral Agent a list of the Group Review Receivables in Excel
 
3
format (or such other format as mutually agreed to by the Servicer and the Asset Representations Reviewer).
 
Section 3.3  Review Materials.
 
(a) Access to Review Materials.  The Servicer will give the Asset Representations Reviewer access to the Review Materials for all of the Group Review Receivables within sixty (60) days after receipt by the Asset Representations Reviewer of the Review Notice by electronic posting to a password-protected website to which the Asset Representations Reviewer has access or by otherwise providing the Asset Representations Reviewer with a secure electronic copy or in another manner agreed by the Servicer and the Asset Representations Reviewer.  The Servicer shall use its best efforts to redact or remove Personally Identifiable Information from the Review Materials without changing the meaning or usefulness of the Review Materials for the Review.
 
(b) Missing or Insufficient Review Materials.  The Asset Representations Reviewer will review the Review Materials to determine if any Review Materials are missing or insufficient for the Asset Representations Reviewer to perform any Test.  If the Asset Representations Reviewer determines any missing or insufficient Review Materials, the Asset Representations Reviewer will notify the Servicer promptly, and in any event within ten (10) Business Days after receipt of access to the Review Materials.  The Servicer will have fifteen (15) Business Days to give the Asset Representations Reviewer access to the missing Review Materials or other documents or information to correct any such insufficiency.  If the missing or insufficient Review Materials or other documents or information have not been provided by the Servicer within fifteen (15) Business Days, the related Group Review Receivable will have a Test Incomplete for the Test or Tests that require use of the missing or insufficient Review Materials and the Review Report will report will include the reason for the Test Incomplete.
 
Section 3.4  Performance of Reviews.
 
(a) Test Procedures.  For a Review, the Asset Representations Reviewer will perform for each Group Review Receivable the applicable Tests using the Review Materials necessary to perform the procedures as stated in each Test.  For each Test and Group Review Receivable, the Asset Representations Reviewer will determine if the Test has been satisfied (a “Test Pass”), if the Test has not been satisfied (a “Test Fail”) or if the Test could not be concluded as a result of missing or incomplete Review Materials (a “Test Incomplete”).  If a Test or part of a Test cannot be performed for a Group Review Receivable because the Test circumstances do not apply to the Group Review Receivable, the Test will be considered to be satisfied and will be reported as a Test Pass.
 
(b) Review Period.  The Asset Representations Reviewer will complete the Review of all of the Group Review Receivables within sixty (60) days after receiving access to the Review Materials under Section 3.3(a).  However, if missing or additional Review Materials are provided to the Asset Representations Reviewer under Section 3.3(b), the Review period will be extended for an additional thirty (30) days.
 
(c) Completion of Review for Certain Group Review Receivables.  Following the delivery of the list of the Group Review Receivables and before the delivery of the Review
 
4
Report by the Asset Representations Reviewer, the Servicer will promptly notify the Asset Representations Reviewer if a Group Review Receivable is paid in full by the Obligor or reacquired or acquired, as applicable, from the Trust by an Originator or the Servicer according to the Transaction Documents and any other Series Related Documents.  If such a notice is received, the Asset Representations Reviewer will immediately terminate all Tests of such Group Review Receivable and the Review of the Group Review Receivable will be considered complete (a “Test Complete”).  In this case, the Asset Representations Reviewer will report a Test Complete for the Group Review Receivable on the Review Report and the related reason.
 
(d) Previously Reviewed Receivable; Duplicative Tests.  If a Group Review Receivable was included in a prior Review, the Asset Representations Reviewer will not perform any Tests on it, but will report the results of the previous Tests in the Review Report for the current Review and note that the results relate to a prior Review.  If the same Test is required for more than one representation or warranty listed on the Schedule of Tests for the related Group, the Asset Representations Reviewer will only perform the Test once for each Group Review Receivable but will report the results of the Test for each applicable representation and warranty on the Review Report.
 
(e) Termination of Review.  If a Review is in process and each Series of Publicly Registered Notes of the related Group will be paid in full on or prior to the next Payment Date, the Servicer will notify the Asset Representations Reviewer, the Master Collateral Agent and each Creditor Representative for each Series of Publicly Registered Notes of the related Group no less than ten (10) days before that Payment Date.  On receipt of notice, the Asset Representations Reviewer will terminate the Review immediately and will not be obligated to deliver a Review Report.
 
Section 3.5  Review Reports.  Within five (5) days after the end of the Review period under Section 3.4(b), the Asset Representations Reviewer will deliver to the Administrator, the Depositor, the Trust, the Servicer, the Master Collateral Agent and each Group Creditor Representative of a Series of Publicly Registered Notes of the related Group a Review Report indicating for each Group Review Receivable whether there was a Test Pass or a Test Fail for each Test, or whether the Group Review Receivable was a Test Incomplete or a Test Complete.  For each Test Fail, Test Incomplete or Test Complete, the Review Report will indicate the related reason.  The Review Report will contain a summary of the Review results to be included in the Trust’s Form 10-D report for the Collection Period in which the Review Report is received.  The Asset Representations Reviewer will ensure that the Review Report does not contain any Trust PII.  On reasonable request of the Servicer, the Asset Representations Reviewer will provide additional detail on the Test results.
 
Section 3.6  Review Representatives.
 
(a) Servicer Representative.  The Servicer will designate one or more representatives who will be available to assist the Asset Representations Reviewer in performing the Review, including responding to requests and answering questions from the Asset Representations Reviewer about the Review Materials or Tests, access to Review Materials on the Servicer’s originations, receivables or other systems, obtaining missing or insufficient Review Materials and/or providing clarification of any Review Materials or Tests.
 
5
(b) Asset Representations Reviewer Representative.  The Asset Representations Reviewer will designate one or more representatives who will be available to the Trust and the Servicer during the performance of a Review to answer questions about the Review.
 
(c) Questions About Review.  The Asset Representations Reviewer will make appropriate personnel available to respond in writing to written questions or requests for clarification of any Review Report from the Trust, the Master Collateral Agent, the Servicer and each Creditor Representative for each Series of Publicly Registered Notes of the related Group until the earlier of (i) the date upon which each Series of Publicly Registered Notes of the related Group will be paid in full and (ii) one (1) year after the delivery of the Review Report; provided, that, for any Group Receivables which was included in a prior Review, the one (1) year requirement will start as of the date that the first Review Report in which that Group Receivable was included was delivered.  The Asset Representations Reviewer will not be obligated to respond to questions or requests for clarification from a Noteholder or any other Person and will direct such questions or requests to the Servicer.
 
Section 3.7  Dispute Resolution.  If a Group Receivable that was reviewed by the Asset Representations Reviewer is the subject of a dispute resolution proceeding under Section 11.2 of the Transfer and Servicing Agreement, the Asset Representations Reviewer will participate in the dispute resolution proceeding on request of a party to the proceeding.  The reasonable expenses of the Asset Representations Reviewer for its participation in any dispute resolution proceeding will be considered expenses of the requesting party for the dispute resolution and will be paid by a party to the dispute resolution as determined by the mediator or arbitrator for the dispute resolution according to Section 11.2 of the Transfer and Servicing Agreement.  However, if such expenses are not paid by a party to the dispute resolution within ninety (90) days after the end of the proceeding, the expenses will be paid by the Trust according to Section 4.3(d).
 
Section 3.8  Limitations on Review Obligations.
 
(a) Review Process Limitations.  The Asset Representations Reviewer is not obligated to:
 
(i) determine whether a Group Delinquency Trigger has occurred or whether the required percentage of the Public Noteholders of such Group has voted to direct a Review under the Master Collateral Agreement, and may rely on the information in any Review Notice delivered by the Master Collateral Agreement;
 
(ii) determine which Group Receivables are subject to a Review, and may rely on the lists of Group Review Receivables provided by the Servicer;
 
(iii) obtain or confirm the validity of the Review Materials and may rely on the accuracy and completeness of the Review Materials and will have no liability for any errors in the Review Materials;
 
(iv) obtain missing or insufficient Review Materials from any party or any other source (other than its obligation to notify the Servicer pursuant to Section 3.3(b));
 
6
(v) take any action or cause any other party to take any action under any of the Transaction Documents or any other Series Related Documents or otherwise to enforce any remedies against any Person for breaches of representations or warranties about the applicable Group Review Receivables; or
 
(vi) establish cause, materiality or recourse for any Test Fail.
 
(b) Testing Procedure Limitations.  The Asset Representations Reviewer will only be required to perform the testing procedures listed under “Tests” in the Schedule of Tests for the related Group (as updated pursuant to Section 3.9), and will not be obligated to perform additional procedures on any Group Review Receivable or, except as set forth in Section 3.5, to provide any information other than a Review Report.  However, the Asset Representations Reviewer may provide additional information in a Review Report about any Group Review Receivable that it determines in good faith to be material to the Review.
 
Section 3.9  Updated Review Materials.  The Servicer acknowledges that it has provided the Asset Representations Reviewer with sample Review Materials, including a Data Tape, data dictionary and Form Contract which the Asset Representations Reviewer has relied on to program its systems to perform the Tests in the event of a Review.  If the Servicer updates, edits or otherwise makes material changes to its systems or to the Review Materials, the Servicer will promptly notify the Asset Representations Reviewer of any such material changes and provide new or updated sample Review Materials (and, to the extent impacted, the “Tests” in the Schedule of Tests for any Group) to the Asset Representations Reviewer.
 
ARTICLE IV

ASSET REPRESENTATIONS REVIEWER
 
Section 4.1  Representations and Warranties.  The Asset Representations Reviewer represents and warrants to the Trust and the Servicer as of the date of this Agreement:
 
(a) Organization and Good Standing. The Asset Representations Reviewer is a validly existing limited liability company in good standing under the laws of the State of Delaware and has full power and authority to conduct its business as presently conducted, and to execute, deliver and perform its obligations under this Agreement.
 
(b) Due Qualification. The Asset Representations Reviewer is duly qualified to do business, is in good standing as a foreign entity (or is exempt from such requirements) and has obtained all necessary licenses and approvals in each jurisdiction in which the conduct of its business requires such qualification, licenses or approvals, except where the failure to so qualify or obtain licenses or approvals would not reasonably be expected to have a Material Adverse Effect.
 
(c) Due Authorization. The execution, delivery, and performance of this Agreement has been duly authorized by the Asset Representations Reviewer by all necessary limited liability company action on the part of the Asset Representations Reviewer.
 
7
(d) No Proceedings. There are no actions, suits, investigations or other proceedings pending, or to its knowledge threatened, against the Asset Representations Reviewer or any of its properties: (i) asserting the invalidity of this Agreement; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement; or (iii) seeking any determination or ruling that might have a Material Adverse Effect on the performance by the Asset Representations Reviewer of its obligations under, or the validity or enforceability of, this Agreement.
 
(e) All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given to it, if any, in connection with the execution and delivery of this Agreement and the performance of the transactions contemplated by this Agreement by the Asset Representations Reviewer have been duly obtained, effected or given and are in full force and effect, except for those which the failure to obtain would not reasonably be expected to have a Material Adverse Effect.
 
(f) Binding Obligation. This Agreement constitutes, when duly executed and delivered by each other party hereto, a legal, valid and binding obligation of the Asset Representations Reviewer, 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 or by general principles of equity.
 
(g) No Conflict. The execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms of this Agreement by the Asset Representations Reviewer, (i) do not contravene (A) the organizational documents of the Asset Representations Reviewer, (B) any contractual restriction binding on or affecting it or its property, or (C) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, except, in each case of (A), (B) or (C), where such contravention would not reasonably be expected to have a Material Adverse Effect and (ii) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties.
 
(h) No Violation. The execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms of this Agreement by the Asset Representations Reviewer will not violate any Law applicable to the Asset Representations Reviewer, except where such violation would not reasonably be expected to have a Material Adverse Effect.
 
(i) Eligibility.  The Asset Representations Reviewer meets the eligibility requirements in Section 5.1.
 
Section 4.2  Covenants.  The Asset Representations Reviewer covenants and agrees that:
 
(a) Eligibility.  It will notify the Trust and the Servicer promptly if it no longer meets the eligibility requirements in Section 5.1.
 
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(b) Review Systems; Personnel.  It will maintain business process management and/or other systems necessary to ensure that it can perform each Test and will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow for each Group Review Receivable and any related Review Materials to be individually tracked and stored as contemplated by this Agreement.  The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct a Review as required by this Agreement.
 
(c) Maintenance of Review Materials.  It will maintain copies of any Review Materials, Review Reports and other documents relating to a Review, including internal correspondence and work papers, other than any PII returned or destroyed in accordance with Section 4.10(e), for a period of two (2) years after the termination of this Agreement.
 
Section 4.3  Fees and Expenses.
 
(a) Monthly Fee and Initial Fee.  As compensation for its activities hereunder, the Asset Representations Reviewer shall be entitled to receive a monthly fee (the “Monthly Fee”), payable by the Trust, on each Payment Date, equal to the sum of (i) beginning with the first Payment Date, in an amount equal to $416.67, which amount will be paid by each Indenture Series with at least one Class of Publicly Registered Notes based on the ARR Series Allocation Percentage for such Series as set forth in each applicable Trust Financing Agreement and (ii) beginning with the Payment Date occurring in September 2022, in an amount equal to $1,666.67, which amount will be paid by each Indenture Series issued on or after the date of this Agreement with at least one Class of Publicly Registered Notes based on the Supplemental ARR Series Allocation Percentage for such Series as set forth in each applicable Trust Financing Agreement.  The Trust will reimburse the Asset Representations Reviewer for all reasonable out-of-pocket expenses incurred or made by it in performing services under this Agreement, including fees and disbursements of its counsel, which amounts will be paid by each applicable Series based on the ARR Series Allocation Percentage for such Series in the related Group as set forth in each applicable Trust Financing Agreement.  In addition, pursuant to Section 2.2(e) of the Administration Agreement, if such amounts are not otherwise paid by the Trust, the Administrator shall reimburse the Asset Representations Reviewer for all reasonable and documented fees and disbursements of its counsel on the applicable Closing Date for each Indenture Series, provided that such reimbursed fees and disbursements pursuant to this sentence shall not exceed $5,000 for each Indenture Series, unless otherwise mutually agreed in writing by the parties.
 
(b) Review Fee.  Following the completion of a Review and the delivery of the Review Report pursuant to Section 3.5, or the termination of a Review according to Section 3.4(e), and the delivery to the Trust, the Administrator and the Servicer of a detailed invoice, the Asset Representations Reviewer will be entitled to a fee of $50,000 (the “Review Fee”).  If a detailed invoice is submitted on or before the first day of a month, the Review Fee will be paid by the Trust from the related Group Available Funds starting on the Payment Date in that month, and will be paid by each Indenture Series with at least one Class of Publicly Registered Notes in the related Group based on the ARR Series Allocation Percentage for such Series in accordance with the related Trust Financing Agreement for each such Series of the related Group.  However, if the Review is terminated according to Section 3.4(e), the Asset Representations Reviewer must submit its invoice for the Review Fee for the terminated Review no later than five (5)
 
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Business Days before the final Payment Date to be reimbursed no later than the final Payment Date.
 
(c) Reimbursement of Travel Expenses.  If the Servicer provides access to the Review Materials at one of its properties, the Trust will reimburse the Asset Representations Reviewer for its reasonable travel expenses incurred in connection with the Review following the delivery to the Trust, the Administrator and the Servicer of on receipt of a detailed invoice in respect of such expenses; provided that such reimbursable expenses may not exceed $20,000, unless otherwise authorized in advance by the Trust.  Such amounts will be reimbursed by the Trust from the related Group Available Funds which amounts will be paid by Indenture Series with at least one Class of Publicly Registered Notes in the related Group based on the ARR Series Allocation Percentage for such Series in the related Group as set forth in each applicable Trust Financing Agreement.
 
(d) Dispute Resolution Expenses.  If the Asset Representations Reviewer participates in a dispute resolution proceeding under Section 3.7 and its reasonable expenses for participating in the proceeding are not paid by a party to the dispute resolution within ninety (90) days after the end of the proceeding, the Trust will promptly reimburse the Asset Representations Reviewer for such expenses on receipt of a detailed invoice from the related Group Available Funds which amounts will be paid by Indenture Series with at least one Class of Publicly Registered Notes in the related Group based on the ARR Series Allocation Percentage for such Series in the related Group as set forth in each applicable Trust Financing Agreement.
 
(e) Payments by Trust.  All amounts payable by the Trust under this Section 4.3 will be payable by each applicable Series according to the priority of payments set forth in the related Trust Financing Agreement.
 
Section 4.4  Limitation on Liability.  The Asset Representations Reviewer will not be liable to any Person for any action taken, or not taken, in good faith under this Agreement or for errors in judgment.  However, the Asset Representations Reviewer will be liable for its willful misconduct, bad faith or gross negligence in performing its obligations under this Agreement.  In no event will the Asset Representations Reviewer be liable for special, punitive, indirect or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised of the likelihood of the loss or damage and regardless of the form of action.  The Asset Representations Reviewer will have no other duties, obligations or liabilities to any Person, including the Noteholders and the Certificateholders, other than as specifically set forth in this Agreement.
 
Section 4.5  Indemnification by Asset Representations Reviewer.  Subject to the limitations set forth in Section 4.4, the Asset Representations Reviewer will indemnify each of the Trust, the Depositor, the Administrator, the Servicer, the Owner Trustee and the Master Collateral Agent and their respective directors, officers, employees and agents for all fees, expenses, losses, damages, liabilities, reasonable attorney’s fees and other legal costs (including the fees and expenses of defending itself against any loss, damage or liability and any fees and expenses incurred in connection with any proceedings brought by that Person to enforce the indemnification obligations of the Asset Representations Reviewer) resulting from (a) the willful misconduct, bad faith or gross negligence of the Asset Representations Reviewer in performing
 
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its obligations under this Agreement or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement.  The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Trust and the resignation or removal of the Asset Representations Reviewer.
 
Section 4.6  Indemnification of Asset Representations Reviewer.
 
(a) Indemnification.  The Trust will indemnify the Asset Representations Reviewer and its members, officers, directors, employees and agents (each, an “Indemnified Person”), for all fees, expenses, losses, damages, liabilities, reasonable attorney’s fees and other legal costs resulting from the performance of its obligations under this Agreement (including the fees and expenses of defending itself against any loss, damage or liability and any fees and expenses incurred in connection with any proceedings brought by the Indemnified Person to enforce the indemnification obligations of the Trust), but excluding any fee, expense, loss, damage or liability resulting directly from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or gross negligence or (ii) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement.
 
(b) Proceedings.  If an Indemnified Person receives notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.6(a), promptly notify the Trust and the Administrator of the Proceeding.  The Trust (or the Administrator on behalf of the Trust) may participate in and assume the defense and settlement of a Proceeding at the expense of the Trust.  If the Trust (or the Administrator on behalf of the Trust) notifies the Indemnified Person of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Person, the Trust (or the Administrator on behalf of the Trust) will assume such defense with counsel reasonably satisfactory to the Indemnified Person and in a manner reasonably satisfactory to the Indemnified Person.  The Trust (or the Administrator on behalf of the Trust) will not be liable for legal fees and expenses of separate counsel to the Indemnified Person unless there is a conflict between the interests of the Trust or the Administrator, as applicable, and the Indemnified Person.  If the Indemnified Person has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Trust and the Indemnified Person (including the existence of different legal defenses available to each party), the Trust will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person.  No settlement of a Proceeding may be made without the approval of the Trust and the Indemnified Person, which approval will not be unreasonably withheld.
 
(c) Survival of Obligations.  Except as otherwise expressly provided in this Agreement, the obligations of the Trust and the Administrator (on behalf of the Trust) under this Section 4.6 will survive the resignation or removal of the Asset Representations Reviewer and the termination of this Agreement.
 
(d) Repayment.  If the Trust makes a payment to an Indemnified Person under this Section 4.6 and the Indemnified Person later collects from others any amounts for which the payment was made, the Indemnified Person will promptly repay those amounts to the Trust.
 
(e) Force Majeure.  The Asset Representations Reviewer shall not be liable for any delay or failure to perform its obligations hereunder to the extent such delay or failure is due in
 
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any part to an act of God, fire, natural calamities, war, terrorism, nuclear event, act or orders of governments, or other events beyond its reasonable and foreseeable control, including, but not limited to, loss of power and communications outages resulting from such events; provided, however, the Asset Representations Reviewer will use commercially reasonable efforts to resume performance as soon as practicable under the circumstances.
 
Section 4.7  Review of Asset Representations Reviewer’s Records.  The Asset Representations Reviewer agrees that, with reasonable advance notice not more than once during any year, it will permit authorized representatives of the Trust (or the Administrator on behalf of the Trust) or the Servicer, during the Asset Representations Reviewer’s normal business hours, to have onsite access to and review the facilities, processes, books of account, records, reports and other documents and materials of the Asset Representations Reviewer relating to (a) the performance of the Asset Representations Reviewer’s obligations under this Agreement, (b) payments of fees and expenses of the Asset Representations Reviewer for its performance and (c) a claim made by the Asset Representations Reviewer under this Agreement; provided, that any review under this Section 4.7 will be subject to the confidentiality requirements of Section 4.9.  In addition, the Asset Representations Reviewer will permit the Trust’s (or the Administrator’s on behalf of the Trust) or the Servicer’s representatives to discuss the facilities, processes, books of account, records, reports and other documents and materials of the Asset Representations Reviewer with the Asset Representations Reviewer’s officers and employees.  Any access and review will be subject to, and may be restricted by, the Asset Representations Reviewer’s confidentiality and privacy policies and attorney-client privilege.  The Asset Representations Reviewer will maintain all relevant books, records, reports and other documents and materials for a period of at least two (2) years after the termination of its obligations under this Agreement.
 
Section 4.8  Delegation of Obligations.  The Asset Representations Reviewer may not delegate or subcontract its obligations under this Agreement to any Person without the consent of the Trust and the Servicer, which consent will not be unreasonably withheld and will be provided promptly by the Trust and the Servicer; provided, however, if such consent is not provided within four (4) Business Days, the Asset Representations Reviewer shall have a number of additional days to complete its Review equal to the number of days after the fourth Business Day taken by the Trust or the Servicer to provide consent.  To the extent the Asset Representations Reviewer employs or uses the services of independent contractors to assist with the performance of the services under this Agreement, the Asset Representations Reviewer will remain solely responsible for the payment of any costs, fees or expense of any such contractor.  The Asset Representations Reviewer will remain fully responsible for the performance of its obligations and duties under this Agreement in accordance with the terms of this Agreement to the same extent and under the same terms and conditions as if it alone were performing those obligations and duties under this Agreement, without diminution of any such obligation or liability by virtue of any indemnification from any Person acting as its agents or subcontractor.  The Asset Representations Reviewer shall be entitled to enter into an agreement with any agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.
 
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Section 4.9  Confidential Information.
 
(a) Treatment.  Each of the Trust, the Servicer and the Asset Representations Reviewer agrees to hold and treat Confidential Information given to it under this Agreement in confidence and under the terms and conditions of this Section 4.9, and will implement and maintain safeguards to further assure the confidentiality of the Confidential Information.  The Confidential Information will not, (x) without the consent of the Trust and the Servicer, be disclosed or used by the Asset Representations Reviewer, or its officers, directors, employees, agents, representatives or affiliates, including legal counsel (each, an “ARR Information Recipient”) or (y) without the consent of the Asset Representations Reviewer be disclosed or used by the Trust (or the Administrator on behalf of the Trust) or the Servicer, or their respective officers, directors, employees, agents, representatives or affiliates, including legal counsel (each, an “Trust Information Recipient” and, together with each ARR Information Recipient, the “Information Recipients”) other than for the purposes of performing or providing information for Reviews of Group Review Receivables or performing its respective obligations under this Agreement.  The Asset Representations Reviewer agrees that it will not, and will cause its Affiliates to not (i) purchase or sell securities issued by the Trust, Cellco or their Affiliates or special purpose entities on the basis of Confidential Information or (ii) use the Confidential Information for the preparation of research reports, newsletters or other publications or similar communications.
 
(b) Definition.  “Confidential Information” means oral, written and electronic materials (regardless of its source or form of communication) furnished before, on or after the date of this Agreement to the Asset Representations Reviewer by the Trust or the Servicer, or to the Trust (or the Administrator on behalf of the Trust) or the Servicer by the Asset Representations Reviewer, in each case, for the purposes contemplated by this Agreement, including (as applicable):
 
(i) lists of Group Review Receivables and any related Review Materials;
 
(ii) origination and servicing guidelines, policies and procedures, and Form Contracts; and
 
(iii) notes, analyses, compilations, studies or other documents or records prepared by the Trust, the Servicer or the Asset Representations Reviewer, as applicable, which contain information supplied by or on behalf of the Trust, the Servicer, the Asset Representations Reviewer or their respective representatives.
 
However, Confidential Information will not include information that (A) is or becomes generally available to the public other than as a result of disclosure by an Information Recipient, (B) was available to, or becomes available to, an Information Recipient on a non-confidential basis from a Person or entity other than the Trust (or the Administrator on behalf of the Trust), the Servicer or the Asset Representations Reviewer, as applicable, before its disclosure to the Information Recipient who, to the knowledge of the Information Recipient is not bound by a confidentiality agreement with the Trust (or the Administrator on behalf of the Trust), the Servicer or the Asset Representations Reviewer, as applicable, and is not prohibited from transmitting the information to the Information Recipient, (C) is independently developed by an Information Recipient
 
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without the use of the Confidential Information, as shown by the Information Recipient’s files and records or other evidence in its possession or (D) the Trust (or the Administrator on behalf of the Trust), the Servicer or the Asset Representations Reviewer, as applicable, gives permission to the Information Recipient to release.
 
(c) Protection.  Each of the Trust, the Servicer or the Asset Representations Reviewer will take, and the Trust will cause the Administrator to take, reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of Confidential Information, including those measures that it takes to protect its own confidential information and not less than a reasonable standard of care.  The Asset Representations Reviewer acknowledges that Personally Identifiable Information is also subject to the additional requirements in Section 4.10.
 
(d) Disclosure.  If the Trust (or the Administrator on behalf of the Trust), the Servicer or the Asset Representations Reviewer, as applicable, is required by applicable Law, regulation, rule or order issued by an administrative, governmental, regulatory or judicial authority to disclose part of the Confidential Information, it may disclose the Confidential Information.  However, before a required disclosure, the Trust (or the Administrator on behalf of the Trust), the Servicer or the Asset Representations Reviewer, as applicable, if permitted by applicable Law, regulation, rule or order, will use its reasonable efforts to notify the other parties to this Agreement of the requirement and will cooperate, (i) at the Asset Representations Reviewer’s expense, in the Asset Representations Reviewer’s pursuit of a proper protective order or other relief for the disclosure of its Confidential Information or (ii) at the Servicer’s expense, in the Trust’s (or the Administrator’s on behalf of the Trust) and the Servicer’s pursuit of a proper protective order or other relief for the disclosure of the Confidential Information.  If the Trust (or the Administrator on behalf of the Trust), the Servicer or the Asset Representations Reviewer, as applicable, is unable to obtain a protective order or other proper remedy by the date that the information is required to be disclosed, the other parties to this Agreement will disclose only that part of the Confidential Information that it is advised by its legal counsel it is legally required to disclose.
 
(e) Responsibility for Information Recipients.  The Asset Representations Reviewer will be responsible for a breach of this Section 4.9 by the ARR Information Recipients.  The Trust and the Servicer will be responsible for a breach of this Section 4.9 by the Trust Information Recipients.  The Trust agrees to cause the Administrator to comply with this Section 4.9.
 
(f) Violation.  The Asset Representations Reviewer agrees that a violation of this Agreement may cause irreparable injury to the Trust, the Administrator and the Servicer and the Trust (or the Administrator on behalf of the Trust) and the Servicer may seek injunctive relief in addition to legal remedies.  If an action is initiated by the Trust (or the Administrator on behalf of the Trust) or the Servicer to enforce this Section 4.9, the prevailing party will be reimbursed for its fees and expenses, including reasonable attorney’s fees, incurred for the enforcement.  Each of the Trust and the Servicer agrees that, and the Trust will cause the Administrator to agree that, a violation of this Agreement may cause irreparable injury to the Asset Representations Reviewer and the Asset Representations Reviewer may seek injunctive relief in addition to legal remedies.  If an action is initiated by the Asset Representations Reviewer to
 
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enforce this Section 4.9, the prevailing party will be reimbursed for its fees and expenses, including reasonable attorney’s fees, incurred for the enforcement.
 
(g) Property.  All know-how, policies and procedures, intellectual property, and trade secret information conceived or originated by the Trust, the Servicer or the Asset Representations Reviewer, as applicable, which arises out of the performance of the obligations and services under this Agreement, or any related material or information, will be the property of the Trust, the Servicer or the Asset Representations Reviewer, as applicable.
 
(h) Survival.  This Section 4.9 will survive the termination of this Agreement, the termination of the Trust and the resignation or removal of the Asset Representations Reviewer.
 
Section 4.10  Personally Identifiable Information.
 
(a) Definitions.  “Personally Identifiable Information” or “PII” means information in any format about an identifiable individual, including, name, address, phone number, e-mail address, account number(s), identification number(s), any other actual or assigned attribute associated with or identifiable to an individual and any information that when used separately or in combination with other information could identify an individual.  “Trust PII” means PII furnished by the Trust, the Servicer or their Affiliates to the Asset Representations Reviewer and PII developed or otherwise collected or acquired by the Asset Representations Reviewer in performing its obligations under this Agreement.
 
(b) Use of Trust PII.  The Trust does not grant the Asset Representations Reviewer any rights to Trust PII except as provided in this Agreement.  The Asset Representations Reviewer will use Trust PII only to perform its obligations under this Agreement or as specifically directed in writing by the Trust and will only reproduce Trust PII to the extent necessary for these purposes.  The Asset Representations Reviewer must comply with all Laws applicable to PII, Trust PII and the Asset Representations Reviewer’s business, including any legally required codes of conduct, including those relating to privacy, security and data protection.  The Asset Representations Reviewer will protect and secure Trust PII.  The Asset Representations Reviewer will implement privacy or data protection policies and procedures that comply with applicable Law and this Agreement.  The Asset Representations Reviewer will implement and maintain reasonable and appropriate practices, procedures and systems, including administrative, technical and physical safeguards to (i) protect the security, confidentiality and integrity of Trust PII, (ii) ensure against anticipated threats or hazards to the security or integrity of Trust PII, (iii) protect against unauthorized access to or use of Trust PII and (iv) otherwise comply with its obligations under this Agreement.  These safeguards will include a written data security plan, employee training, information access controls, restricted disclosures, systems protections (including intrusion protection, data storage protection and data transmission protection) and physical security measures.
 
(c) Additional Limitations.  In addition to the use and protection requirements described in Section 4.10(b), the Asset Representations Reviewer’s disclosure of Trust PII is also subject to the following requirements:
 
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(i) The Asset Representations Reviewer will not disclose Trust PII to its personnel or allow its personnel access to Trust PII except (A) for the Asset Representations Reviewer personnel who require Trust PII to perform a Review, (B) with the consent of the Trust or (C) as required by applicable Law.  When permitted, the disclosure of or access to Trust PII will be limited to the specific information necessary for the individual to complete the assigned task.  The Asset Representations Reviewer will inform personnel with access to Trust PII of the confidentiality requirements in this Agreement and train its personnel with access to Trust PII on the proper use and protection of Trust PII.
 
(ii) The Asset Representations Reviewer will not sell, disclose, provide or exchange Trust PII with or to any third party without the consent of the Trust.
 
(d) Notice of Breach.  The Asset Representations Reviewer will notify the Trust promptly in the event of an actual or reasonably suspected security breach, unauthorized access, misappropriation or other compromise of the security, confidentiality or integrity of Trust PII and, where applicable, immediately take action to prevent any further breach.
 
(e) Return or Disposal of Trust PII.  Except where return or disposal is prohibited by applicable Law, promptly on the earlier of the completion of the Review or the request of the Trust, all Trust PII in any medium in the Asset Representations Reviewer’s possession or under its control will be (i) destroyed in a manner that prevents its recovery or restoration or (ii) if so directed by the Trust, returned to the Trust without the Asset Representations Reviewer retaining any actual or recoverable copies, in both cases, without charge to the Trust.  Where the Asset Representations Reviewer retains Trust PII, the Asset Representations Reviewer will limit the Asset Representations Reviewer’s further use or disclosure of Trust PII to that required by applicable Law.
 
(f) Compliance; Modification.  The Asset Representations Reviewer will cooperate with and provide information to the Trust regarding the Asset Representations Reviewer’s compliance with this Section 4.10.  The Asset Representations Reviewer and the Trust agree to modify this Section 4.10 as necessary for either party to comply with applicable Law.
 
(g) Audit of Asset Representations Reviewer.  The Asset Representations Reviewer will permit the Trust and its authorized representatives to audit the Asset Representations Reviewer’s compliance with this Section 4.10 during the Asset Representations Reviewer’s normal business hours on reasonable advance notice to the Asset Representations Reviewer, and not more than once during any year unless circumstances necessitate additional audits.  The Trust agrees to make reasonable efforts to schedule any audit described in this Section 4.10 with the inspections described in Section 4.7.
 
(h) Affiliates and Third Parties.  If the Asset Representations Reviewer processes the PII of the Trust’s Affiliates or a third party when performing a Review, and if such Affiliate or third party is identified to the Asset Representations Reviewer, such Affiliate or third party is an intended third-party beneficiary of this Section 4.10, and this Agreement is intended to benefit the Affiliate or third party.  The Affiliate or third party may enforce the PII related terms of this Section 4.10 against the Asset Representations Reviewer as if each were a signatory to this Agreement.
 
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ARTICLE V

RESIGNATION AND REMOVAL;
SUCCESSOR ASSET REPRESENTATIONS REVIEWER
 
Section 5.1  Eligibility Requirements for Asset Representations Reviewer.  The Asset Representations Reviewer must be a Person who (a) is not Affiliated with the Sponsor, the Depositor, the Trust, the Servicer, the Administrator, the Marketing Agent, the Originators, any Additional Transferor, the Parent Support Provider, the Master Collateral Agent, the Creditor Representative for each Indenture Series with at least one Class of Publicly Registered Notes, the Owner Trustee, any counterparty under a Cap Agreement or an interest rate swap agreement, any Letter of Credit Provider or any of their Affiliates and (b) was not, and is not Affiliated with any Person that was, engaged by the Sponsor or any underwriter of the Notes of an Indenture Series with at least one Class of Publicly Registered Notes to perform any due diligence on any Receivables prior to the issuance of any Notes of such Indenture Series by the Trust.
 
Section 5.2  Resignation and Removal of Asset Representations Reviewer.
 
(a) No Resignation.  Except as set forth below, the Asset Representations Reviewer will not resign as Asset Representations Reviewer unless it determines, in its sole discretion, that it is legally unable to perform its obligations under this Agreement and there is no reasonable action that it could take to make the performance of its obligations under this Agreement permitted under applicable Law.  The Asset Representations Reviewer will notify the Trust and the Servicer of its resignation as soon as practicable after it determines it is required to resign and stating the resignation date, including written advice of counsel supporting its determination.  In addition, the Asset Representations Reviewer may resign on or after May 25, 2024 upon ninety (90) days prior written notice to the Trust and the Servicer; provided that such notice may not be delivered (i) while an Asset Representations Review is ongoing, (ii) on a date that is ninety (90) or fewer days after the filing of a monthly report filed on Form 10-D reporting that a Group Delinquency Trigger has occurred, (iii) when the Master Collateral Agent is conducting a vote of Public Noteholders of the related Group or Note Owners of such Group to commence an Asset Representations Review or (iv) when the aggregate Principal Balance of Group 60-Day Delinquent Receivables as a percentage of the aggregate Principal Balance of the related Group Receivables as of the end of the immediately preceding Collection Period exceeds 80% of the related Delinquency Trigger Percentage for such Collection Period.
 
(b) Removal.  If any of the following events occur, the Trust may remove the Asset Representations Reviewer and terminate its rights and obligations under this Agreement (other than rights and obligations accrued prior to such event, including the right to receive all amounts accrued and owing to it under this Agreement) by notifying the Asset Representations Reviewer:
 
(i) the Asset Representations Reviewer no longer meets the eligibility requirements in Section 5.1;
 
(ii) the Asset Representations Reviewer breaches any of its representations, warranties, covenants or obligations in this Agreement; or
 
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(iii) an Insolvency Event of the Asset Representations Reviewer occurs.
 
(c) Notice of Resignation or Removal.  The Trust will notify the Servicer, the Administrator, the Owner Trustee and each Creditor Representative for each Series of Publicly Registered Notes of any resignation or removal of the Asset Representations Reviewer.
 
(d) Continue to Perform After Resignation or Removal.  No resignation or removal of the Asset Representations Reviewer will be effective, and the Asset Representations Reviewer will continue to perform its obligations under this Agreement, until a successor Asset Representations Reviewer has accepted its engagement according to Section 5.3(b).  If no successor Asset Representations Reviewer has been appointed and accepted its appointment within thirty (30) days after the resignation or removal of the Asset Representations Reviewer, the Asset Representations Reviewer may petition a court of competent jurisdiction for the appointment of a successor Asset Representations Reviewer that meets the requirements set forth in Section 5.1.  The Trust will reimburse the Asset Representations Reviewer for any reasonable out-of-pocket expenses (including, reasonable attorney’s fees) in connection with the replacement of the Asset Representations Reviewer, including any petition pursuant to this Section 5.2(d).
 
Section 5.3  Successor Asset Representations Reviewer.
 
(a) Engagement of Successor Asset Representations Reviewer.  Following the resignation or removal of the Asset Representations Reviewer, the Trust will engage a successor Asset Representations Reviewer who meets the eligibility requirements of Section 5.1.
 
(b) Effectiveness of Resignation or Removal.  No resignation or removal of the Asset Representations Reviewer will be effective until the successor Asset Representations Reviewer has executed and delivered to the Trust and the Servicer an agreement accepting its engagement and agreeing to perform the obligations of the Asset Representations Reviewer under this Agreement or entered into a new agreement with the Trust on substantially the same terms as this Agreement.
 
(c) Transition and Expenses.  If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will cooperate with the Trust and take all actions reasonably requested to assist the Trust in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the successor Asset Representations Reviewer.
 
Section 5.4  Merger, Consolidation or Succession.  Any Person (a) into which the Asset Representations Reviewer is merged or consolidated, (b) resulting from any merger or consolidation to which the Asset Representations Reviewer is a party or (c) succeeding to the Asset Representations Reviewer’s business, if that Person meets the eligibility requirements in Section 5.1, will be the successor to the Asset Representations Reviewer under this Agreement without the execution or filing of any documents (other than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Asset Representations Reviewer in accordance with the terms of this Agreement) or any further act on the part of any of the parties hereto, notwithstanding anything to the contrary herein.
 
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ARTICLE VI

OTHER AGREEMENTS
 
Section 6.1  Independence of Asset Representations Reviewer.  The Asset Representations Reviewer will be an independent contractor and will not be subject to the supervision of the Trust, the Master Collateral Agent, the Owner Trustee or any Indenture Trustee for the manner in which it accomplishes the performance of its obligations under this Agreement.  Unless authorized by the Trust, the Master Collateral Agent, the Owner Trustee or any Indenture Trustee, respectively, the Asset Representations Reviewer will have no authority to act for or represent the Trust, the Master Collateral Agent, the Owner Trustee or any Indenture Trustee and will not be considered an agent of the Trust, the Master Collateral Agent, the Owner Trustee or any Indenture Trustee.  Nothing in this Agreement will make the Asset Representations Reviewer and any of the Trust, the Master Collateral Agent, the Owner Trustee or any Indenture Trustee members of any partnership, joint venture or other separate entity or impose any liability as such on any of them.
 
Section 6.2  No Petition.  The parties agree that, before the date that is two (2) years and one (1) day (or, if longer, any applicable preference period) after the payment in full of (a) all securities issued by the Depositor or by a trust for which the Depositor was a depositor or (b) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against, (i) the Depositor or (ii) the Trust, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar Law.  This Section 6.2 will survive the termination of this Agreement.
 
Section 6.3  Limitation of Liability of Owner Trustee.  This Agreement has been signed on behalf of the Trust by Wilmington Trust, National Association, not in its individual capacity but solely in its capacity as Owner Trustee of the Trust.  In no event will Wilmington Trust, National Association in its individual capacity or as a beneficial owner of the Trust be liable for the representations, warranties, covenants, agreements or other obligations of the Trust under this Agreement.  For all purposes under this Agreement, the Owner Trustee is subject to, and entitled to the benefits of, the Trust Agreement.
 
Section 6.4  Termination of Agreement.  This Agreement will terminate on the earlier of (a) the date upon which each Series of Publicly Registered Notes of each Group will be paid in full and (b) the date the Trust is terminated under the Trust Agreement.  The Trust will give the Asset Representations Reviewer advance notice of the occurrence of such events.
 
Section 6.5  Monthly Reports.  The Servicer will provide the Asset Representations Reviewer with a copy of the Monthly Investor Report at the same time it is provided to the Master Collateral Agent, to the extent the Monthly Investor Report is not otherwise available from any publicly available source.
 
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ARTICLE VII

MISCELLANEOUS PROVISIONS
 
Section 7.1  Amendments.
 
(a) Amendments to Clarify and Correct Errors and Defects.  The parties may amend this Agreement, without the consent of any Creditor Representatives or Creditors, for the purpose of curing any ambiguity, correcting an error or correcting or supplementing any provision of this Agreement that may be defective or inconsistent with the other terms of this Agreement or providing for, or facilitating the acceptance of this Agreement by, a successor Asset Representations Reviewer.
 
(b) Other Amendments.  Other than as set forth in Section 7.1(c), the parties to this Agreement, without the consent of any Creditor Representatives or Creditors, may also amend this Agreement for the purpose of adding any provisions to, or changing in any manner or eliminating any provisions of, this Agreement or modifying in any manner the rights of the Creditors under this Agreement if (x) the Trust or the Administrator delivers an Officer’s Certificate to the Master Collateral Agent and the Owner Trustee stating that the Trust or the Administrator, as applicable, reasonably believes that such amendment will not have a material adverse effect on the interest of any Creditor or (y) the Rating Agency Condition has been satisfied for all Credit Extensions then rated by a Rating Agency with respect to such amendment.
 
(c) Amendments Requiring Consent of all Affected Creditors.  This Agreement may also be amended from time to time by the parties hereto, with the consent of the Majority Creditor Representatives of each Group adversely affected thereby, with prior written notice to the applicable Rating Agencies (if any Credit Extensions of an affected Group are then rated by such Rating Agency), and the Master Collateral Agent, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Agreement or of modifying in any manner the rights of the Creditors under this Agreement.
 
(d) Consent of Master Collateral Agent and Owner Trustee.  The consent of the Master Collateral Agent will be required for any amendment to this Agreement that has a material adverse effect on the rights, duties, obligations, immunities or indemnities of the Master Collateral Agent.  The consent of the Owner Trustee will be required for any amendment to this Agreement that has a material adverse effect on the rights, duties, obligations, immunities or indemnities of the Owner Trustee, which consent will not be unreasonably withheld.
 
(e) Notice of Amendments.  Promptly after the execution of an amendment, the Trust will deliver, or will cause the Administrator to deliver, a copy of the amendment to the Master Collateral Agent and the Rating Agencies, and the Master Collateral Agent will notify the Creditors of the substance of the amendment.
 
(f) Creditor Consent.  For any amendment to this Agreement requiring the consent of any Creditors, the Master Collateral Agent will, when directed by Trust Order, notify the Creditor Representatives to request consent and follow its reasonable procedures to obtain
 
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consent.  It shall not be necessary for the consent of any Creditor (acting through its Creditor Representatives) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  For the avoidance of doubt, any Creditor (acting through its Creditor Representative) consenting to any amendment shall be deemed to agree that such amendment does not have a material adverse effect on such Creditor and any Creditor Representative consenting to any amendment shall be deemed to agree that such amendment does not have a material adverse effect on such Creditor Representative or its Creditors.
 
(g) Deemed Consent for All Creditors.  In the event that the Trust Financing Agreement for a Series enables a portion of the Creditors of that Series, or any Class of that Series, to exercise consent rights for such Series, the consent (or lack thereof) of such portion of the Creditors shall be deemed to be the consent (or lack thereof) of all Creditors of such Series.
 
(h) Trust Financing Agreements.  The Trust Financing Agreement for any Series may have additional requirements or criteria to amend, modify or waive any provision of this Agreement and no amendment, modification or waiver of any provision of this Agreement shall occur unless each of the additional criteria, if any, has been satisfied.
 
Section 7.2  Assignment; Benefit of Agreement; Third Party Beneficiaries.
 
(a) Assignment.  Except as stated in Section 5.4, this Agreement may not be assigned by the Asset Representations Reviewer without the consent of the Trust and the Servicer.
 
(b) Benefit of Agreement; Third-Party Beneficiaries.  This Agreement is for the benefit of and will be binding on the parties and their permitted successors and assigns.  The Owner Trustee and the Master Collateral Agent, for the benefit of the Secured Parties, will be third-party beneficiaries of this Agreement and may enforce this Agreement against the Asset Representations Reviewer and the Servicer.  No other Person will have any right or obligation under this Agreement.
 
Section 7.3  Notices.
 
(a) Notices to Parties.  All notices, requests, directions, consents, waivers or other communications to or from the parties must be in writing and will be considered received by the recipient:
 
(i) for personally delivered, express or certified mail or courier, when received;
 
(ii) for a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;
 
(iii) for an email, when receipt is confirmed by telephone or reply email from the recipient; and
 
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(iv) for an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without the requirement of confirmation of receipt) stating that the electronic posting has been made.
 
(b) Notice Addresses.  A notice, request, direction, consent, waiver or other communication must be addressed to the recipient at its address stated in Schedule A to the Transfer and Servicing Agreement, which address the party may change at any time by notifying the other parties.
 
Section 7.4  GOVERNING LAW.  THIS AGREEMENT, INCLUDING THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICTS OF LAW PRINCIPLES).
 
Section 7.5  Submission to Jurisdiction.  Each party submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for legal proceedings relating to this Agreement.  Each party irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or in the future have to the venue of a proceeding brought in such a court and any claim that the proceeding was brought in an inconvenient forum.
 
Section 7.6  WAIVER OF JURY TRIAL.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY MATTER ARISING THEREUNDER WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
 
Section 7.7  No Waiver; Remedies.  No party’s failure or delay in exercising a power, right or remedy under this Agreement will operate as a waiver.  No single or partial exercise of a power, right or remedy will preclude any other or further exercise of the power, right or remedy or the exercise of any other power, right or remedy.  The powers, rights and remedies under this Agreement are in addition to any powers, rights and remedies under Law.
 
Section 7.8  Severability.  If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement and will not affect the validity, legality or enforceability of the remaining Agreement.
 
Section 7.9  Headings.  The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.
 
Section 7.10  Counterparts.  This Agreement may be executed in multiple counterparts.  Each counterpart will be an original and all counterparts will together be one document.
 
Section 7.11  Non-exclusive Agreement.  The Asset Representations Reviewer and its affiliated companies may provide services to other clients, including, but not limited to, persons
 
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and entities in the same or similar businesses as the Trust and the Servicer, without notice to or consent from the Trust or the Servicer.
 
Section 7.12  Electronic Signatures.  Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
 

[Remainder of Page Left Blank]































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IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed by its duly authorized officer as of the date and year first above written.
 

 
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




Schedule A
 
Review Materials
 
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.


Schedule B
 
Schedule of Tests
 
1.   Verizon Master Trust, Series 2021-1
 
 
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.”

2.   Verizon Master Trust, Series 2021-2
 
 
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.”

 
3.   Verizon Master Trust, Series 2022-1
 
 
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.”

 
4.   Verizon Master Trust, Series 2022-2
 
 
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.”

 
5.   Verizon Master Trust, Series 2022-3
 
 
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.”

 
6.   Verizon Master Trust, Series 2022-4
 
 
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.”

 
7.   Verizon Master Trust, Series 2022-5
 
 
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.”

 
8.   Verizon Master Trust, Series 2022-6
 
 
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.”

 
 EX-10.12 6 exhibit10-12.htm EU/UK RISK RETENTION AGREEMENT
Exhibit 10.12

FORM OF EU/UK RISK RETENTION AGREEMENT

August 11, 2022
 

Re:  EU/UK Risk Retention Agreement / Series 2022-6
 
Ladies and Gentlemen:
 
1. Reference is hereby made to that certain Indenture, dated as of August 11, 2022 (the “Series 2022-6 Indenture”), between Verizon Master Trust, as trust (the “Trust”), and U.S. Bank Trust Company, National Association, as indenture trustee and note paying agent.  Capitalized terms used but not otherwise defined in this letter agreement (this “Agreement”) have the meanings set forth in (or by reference in) the Indenture.
 
For the purposes of this Agreement, the term:
 
(a) “EU Affected Investors” means “institutional investors” (as such term is defined for purposes of the EU Securitization Regulation) and any consolidated affiliate, wherever established or located, of an entity regulated under Regulation (EU) No 575/2013, as amended (the “CRR”), to the extent that Article 5 of the EU Securitization Regulation applies to investments by such consolidated affiliate by virtue of the CRR;
 
(b) “EU Securitization Regulation” means Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017, as amended, and as supplemented by any applicable regulatory technical standards or implementing technical standards from time to time (including any technical standards applicable pursuant to transitional provisions);
 
(c) “EU Securitization Regulation Rules” means (i) the EU Securitization Regulation, (ii) to the extent informing the interpretation of the EU Securitization Regulation, any official guidance published in relation thereto by the European Banking Authority, the European Central Bank, the European Securities and Markets Authority, the European Commission or the European Council (or in each case any predecessor or replacement organisation) or any other relevant competent authority (for the purposes of the EU Securitization Regulation) in the European Union and (iii) any implementing laws or regulations in force in any Member State of the European Union or the European Economic Area;
 
(d) “EUWA” means the European Union (Withdrawal) Act 2018, as amended;
 
(e) “Noteholder” means the Person in whose name a Note is registered on the Note Register;
 
(f) “Notes” or “Note” means, collectively or individually, as the context may require, the Class A Notes, the Class B Notes and the Class C Notes of Series 2022-6;
 
(g) “UK Affected Investors” means “institutional investors” (as such term is defined for purposes of the UK Securitization Regulation) and any consolidated affiliate, wherever
 
established or located, of an entity regulated under Regulation (EU) No 575/2013, as it forms part of UK domestic law by virtue of the EUWA (as amended, the “UK CRR”), to the extent that Article 5 of the UK Securitization Regulation applies to investments by such consolidated affiliate by virtue of the UK CRR;
 
(h) “UK Securitization Regulation” means Regulation (EU) 2017/2402 (as applicable on December 31, 2020) as retained as part of the domestic law of the United Kingdom pursuant to the EUWA, and as amended by the Securitisation (Amendment) (EU Exit) Regulations 2019 (and as further amended from time to time); and
 
(i) “UK Securitization Regulation Rules” means (i) the UK Securitization Regulation and (ii) to the extent informing the interpretation of the UK Securitization Regulation, (A) any relevant regulatory and/or implementing technical standards made or developed by the Financial Conduct Authority and the Prudential Regulation Authority in relation thereto, (B) any relevant regulatory and/or implementing technical standards that may be applicable in relation thereto pursuant to any transitional arrangements made pursuant to the UK Securitization Regulation, and, in each case, any official guidance published in relation thereto by the Financial Conduct Authority or the Prudential Regulation Authority (or their successors), and (C) any other implementing laws or regulations in force in the United Kingdom relating to the UK Securitization Regulation,
 
2. This Agreement is being executed by each Originator for the benefit of the Trust and the Indenture Trustee (on behalf of each Noteholder that is an EU Affected Investor or a UK Affected Investor) and each such Person’s successors and assigns.
 
3. Each Originator hereby confirms, represents and warrants as of the date of this Agreement and hereby covenants and agrees, that, until the date on which the Note Balance of each Class of Notes has been paid in full and with reference to both the EU Securitization Regulation Rules and the UK Securitization Regulation Rules, in each case as in effect and applicable on the Closing Date (and, save where indicated below, without taking into account any later amendment, supplement or replacement of or to the EU Securitization Regulation Rules or the UK Securitization Regulation Rules or any relevant national measures):
 
(a) The Originators, as originators for purposes of the EU Securitization Regulation and the UK Securitization Regulation, shall retain, through their ownership of the beneficial interest in Verizon DPPA True-up Trust (the “True-up Trust”), on an ongoing basis a material net economic interest of not less than 5.0% in the securitization described in the prospectus relating to the Notes dated August 2, 2022, determined in accordance with Article 6 of the EU Securitization Regulation and Article 6 of the UK Securitization Regulation, each as in effect on the Closing Date, in the form of an originator’s interest of not less than 5.0% of the nominal value of the securitized exposures, as referred to in paragraph (b) of Article 6(3) of the EU Securitization Regulation and paragraph (b) of Article 6(3) of the UK Securitization Regulation, through the True-up Trust’s holding of Certificates, Class R interests and any retained Credit Extensions issued by the Trust, together giving the True-up Trust the right to receive distributions of (A) amounts not allocated to any Series and (B) amounts allocated to any Series and remaining after payments to Creditors (other than the True-up Trust) and other persons with respect to that Series, and in
 
2
each case ranking pari passu with or subordinated to the credit risk that has been securitized with respect to those exposures (together, the “EU/UK Retained Interest”).
 
(b) The Originators shall hold the EU/UK Retained Interest on a pro rata basis, in proportion to the total nominal values of the Receivables originated by each of them and outstanding from time to time, by means of each Originator’s holding of a beneficial interest in the True-up Trust, which shall be adjusted from time to time, in proportion to the aggregate nominal values of Receivables originated by such Originator and outstanding from time to time and the performance of those Receivables.
 
(c) The EU/UK Retained Interest shall be measured as of the Closing Date, the last day of each Collection Period and each Payment Date.  For this purpose, (i) the amount of the EU/UK Retained Interest from time to time shall equal the sum of (A) the excess of the aggregate Principal Balance of all Eligible Receivables for any Series over the sum of the Adjusted Series Invested Amounts of all Series then outstanding, plus (B) the sum of the Required OC Amounts with respect to all Series, plus (C) the excess of the aggregate nominal values of the Receivables over the aggregate Principal Balance of all Eligible Receivables for any Series, and (ii) the aggregate nominal values of the Receivables shall be calculated without deduction for or on account of any Receivable having become a Written-Off Receivable after the Acquisition Date on which it was acquired by the Trust.
 
(d) Without prejudice to paragraph 3(b), the Originators shall not, and shall procure that the True-up Trust does not, change the retention option or methodology used to calculate the EU/UK Retained Interest while any of the Notes are outstanding, except to the extent permitted under the EU Securitization Regulation Rules and the UK Securitization Regulation Rules, in each case as in effect at the time of such change.
 
(e) The Originators shall not, and shall procure that the True-up Trust does not, hedge or otherwise mitigate its credit risk under or associated with the EU/UK Retained Interest or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU/UK Retained Interest, except to the extent permitted under the EU Securitization Regulation Rules and the UK Securitization Regulation Rules, in each case as in effect at the time of such hedging, mitigation, sale, transfer or surrender.
 
(f) The Originators shall confirm (or shall procure that Cellco confirms on behalf of itself and each of the other Originators) to the Servicer on a monthly basis, and hereby authorize the Servicer to so confirm in each Monthly Investor Report with respect to Series 2022-6, that they continue to hold the EU/UK Retained Interest in accordance with this Agreement.
 
(g) In addition, the Originators shall provide (or shall procure that Cellco provides on behalf of itself and each of the other Originators) a confirmation to the Indenture Trustee that they continue to hold the EU/UK Retained Interest in accordance with this Agreement (i) promptly following the occurrence of an Amortization Event or an Event of Default and (ii) upon request of the Indenture Trustee on behalf of any Noteholder that is an EU Affected Investor or a UK Affected Investor following a material change in (1) the structural features that can materially impact on the performance of the Notes or (2) the risk characteristics of the Notes or the Receivables.
 
3
4. Each of the Originators further represents and warrants to each of the Depositor, the Trust and the Indenture Trustee (on behalf of each Noteholder that is an EU Affected Investor or a UK Affected Investor) as follows, as of the date of this Agreement:
 
(a) it is validly existing and in good standing under the laws of its jurisdiction of organisation and has full power and authority to own its properties and conduct its business as presently owned or conducted, and to execute, deliver and perform its obligations under this Agreement;
 
(b) its execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on its part; and
 
(c) this Agreement constitutes its legal, valid and binding obligation, 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.
 
5. No amendment, waiver, supplement or other modification of this Agreement shall in any event be effective unless the same shall be in writing and signed by (a) Cellco on behalf of itself and each of the other Originators, (b) the Depositor, (c) the Administrator on behalf of the Trust and (d) either (1) without the consent of the Indenture Trustee if the Trust or the Administrator delivers an Officer’s Certificate to the Indenture Trustee stating that the Trust or the Administrator, as applicable, reasonably believes that the amendment will not result in the Originators’ holding of the EU/UK Retained Interest ceasing to comply with the EU Securitization Regulation Rules and the UK Securitization Regulation Rules, in each case as in effect as of the date of such Officer’s Certificate or otherwise have a material adverse effect on the Noteholders that are either EU Affected Investors or UK Affected Investors or (2) notwithstanding any conflicting provision of the Indenture, if the interests of the Noteholders that are either EU Affected Investors or UK Affected Investors are materially and adversely affected by such amendment, with the consent of the Indenture Trustee, acting at the written direction of all Noteholders that are EU Affected Investors or UK Affected Investors.  This Agreement shall be binding upon each of the Originators and shall inure to the benefit of the Depositor, the Administrator on behalf of the Trust, the Indenture Trustee (on behalf of each Noteholder that is an EU Affected Investor or a UK Affected Investor) and each such Person’s successors and assigns.  None of the Originators shall assign any of its obligations under this Agreement (other than to an Affiliate that becomes a successor to all the assets and liabilities of such Originator) without the prior written consent of the Indenture Trustee; provided that such consent shall not be required if the Trust or the Administrator delivers an Officer’s Certificate to the Indenture Trustee stating that the Trust or the Administrator, as applicable, reasonably believes that such assignment will not have a material adverse effect on the Noteholders.
 
6. Each Originator agrees that, before the date that is two (2) years and one (1) day (or, if longer, any applicable preference period) after the payment in full of (a) all securities issued or loans entered into by the Depositor or by a trust for which the Depositor was a depositor or (b) the Credit Extensions, it will not start or pursue against, or join any other Person in starting or pursuing against, (i) the Depositor or (ii) the Trust, respectively, any bankruptcy, reorganization,
 
4
arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar Law.
 
7. THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).
 
8. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT:
 
(A) IT HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF, OR RELATING TO, THIS AGREEMENT. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH PROCEEDING AND ANY CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
 
(B) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
 
9. Any Affiliate of the Originators or other person who from time to time becomes an Originator under the Originator Receivables Transfer Agreement may become a party to this Agreement upon the delivery to the Administrator, on behalf of the Trust, of an originator joinder agreement substantially in the form of Exhibit A hereto (an “Originator Joinder Agreement”).  Upon receipt by the Administrator, on behalf of the Trust, of such a duly executed and delivered Originator Joinder Agreement, such Originator shall become party to, and have the obligations of an Originator under, this Agreement.
 
10. This Agreement shall become effective as of the date hereof.  This Agreement may be executed in multiple counterparts. Each counterpart will be an original and all counterparts will together be one document.  Delivery of an executed counterpart of a signature page to this Agreement by facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.
 
11. Each party agrees that this Agreement may be electronically signed, and that any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
 
5
12. This Agreement has been signed on behalf of the Trust by Wilmington Trust, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Trust.  In no event will Wilmington Trust, National Association in its individual capacity or as a beneficial owner of the Trust be liable for any agreements or other obligations of the Trust under this Agreement.  For all purposes under this Agreement, the Owner Trustee is subject to, and entitled to the benefits of, the Trust Agreement.
 
13. The Indenture Trustee is a third party beneficiary of this Agreement solely for the purpose of obtaining the benefit of the representations, warranties and covenants contained herein and under no circumstances shall it be deemed to have undertaken any obligations hereunder. For the avoidance of doubt, in no event shall the Indenture Trustee have any responsibility to monitor compliance with or be charged with knowledge of any of the EU Securitization Regulation Rules or the UK Securitization Regulation Rules, nor shall it be liable to any Noteholder or any party whatsoever for any violation of any of the EU Securitization Regulation Rules or the UK Securitization Regulation Rules or any similar provisions now or hereafter in effect or for any breach of any term of this Agreement.
 
[Remainder of Page Left Blank]
 

 

 

 

 

 

 

 

 

 
6

Please acknowledge your acceptance of this Agreement by signing and returning the duplicate copy of this Agreement.
 
 
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




THE ORIGINATORS:

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
 
     



By:                                                                    
      Kee Chan Sin

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
 
     
EXHIBIT A

FORM OF ORIGINATOR JOINDER AGREEMENT
 
THIS ORIGINATOR JOINDER AGREEMENT, dated as of [_____________], 20[___] (this “Agreement”) is among:
 
(i) [________________] (the “Additional Originator”);
 
(ii) VERIZON ABS II LLC (the “Depositor”); and
 
(iii) VERIZON MASTER TRUST, as trust (the “Trust”).
 
BACKGROUND:
 
A. The various Originators from time to time party thereto and Verizon ABS II LLC, as Depositor, are parties to that certain Originator Receivables Transfer Agreement, dated as of May 25, 2021, as amended (the “Originator Receivables Transfer Agreement”).
 
B. The various Originators from time to time party thereto, the Depositor and the Trust are parties to that certain EU/UK Risk Retention Agreement, dated as of August 11, 2022 (the “EU/UK Risk Retention Agreement”).
 
C. The Additional Originator desires to become a party to the EU/UK Risk Retention Agreement.
 
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
 
1. Definitions.  Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned thereto in, or by reference in, the EU/UK Risk Retention Agreement.
 
2. Joinder.  The Additional Originator hereby agrees that it shall be bound by all of the terms, conditions and provisions of, and shall be deemed to be a party to (as if it were an original signatory to), the EU/UK Risk Retention Agreement, as an Originator.  From and after the later of the date hereof and the date that the Additional Originator has complied with all of the requirements of Section 6.11 of the Originator Receivables Transfer Agreement, the Additional Originator shall be a party to the EU/UK Risk Retention Agreement, as an Originator, for all purposes thereof.  The Additional Originator hereby acknowledges that it has received a copy of the EU/UK Risk Retention Agreement.
 
3. GOVERNING LAW.  THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS
 
EA-1
LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).
 
4. WAIVER OF TRIAL BY JURY.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY MATTER ARISING THEREUNDER WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
 
5. Miscellaneous.  This Agreement shall be binding upon, and shall inure to the benefit of, each of the parties hereto and their respective successors and permitted assigns.  Each of the parties hereto hereby agrees that no party hereto shall be deemed to be the drafter of this Agreement.  This Agreement may be executed by different parties on any number of counterparts, each of which constitute an original and all of which, taken together, constitute one and the same agreement.
 
6. Electronic Signatures.  Each party agrees that this Agreement may be electronically signed, and that any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
 
[Remainder of Page Left Blank]
 

 

 

 

 

 

 

 

 
EA-2
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed by its duly authorized officer as of the date and year first above written.
 

 
[NAME OF ADDITIONAL ORIGINATOR]
 
 
By:                                                                      Name:
Title:



 
VERIZON MASTER TRUST
 


By:                                                                      Name:
Title:


 
VERIZON ABS II LLC,
as Depositor


By:                                                                      Name:
Title:








EA-3
 EX-36.1 7 exhibit36-1.htm DEPOSITOR CERTIFICATION
Exhibit 36.1


Certification
 
I, Scott Krohn, certify as of August 2, 2022, that:
 
1. I have reviewed the prospectus relating to the Series 2022-6 Class A Notes, Class B Notes and Class C Notes of Verizon Master Trust (the “securities”) and am familiar with, in all material respects, the following: the characteristics of the securitized assets underlying the offering (the “securitized assets”), the structure of the securitization, and all material underlying transaction agreements as described in the prospectus;
 
2. Based on my knowledge, the prospectus does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading;
 
3. Based on my knowledge, the prospectus and other information included in the registration statement of which it is a part fairly present, in all material respects, the characteristics of the securitized assets, the structure of the securitization and the risks of ownership of the securities, including the risks relating to the securitized assets that would affect the cash flows available to service payments or distributions on the securities in accordance with their terms; and
 
4. Based on my knowledge, taking into account all material aspects of the characteristics of the securitized assets, the structure of the securitization, and the related risks as described in the prospectus, there is a reasonable basis to conclude that the securitization is structured to produce, but is not guaranteed by this certification to produce, expected cash flows at times and in amounts to service scheduled payments of interest and the ultimate repayment of principal on the securities (or other scheduled or required distributions on the securities, however denominated) in accordance with their terms as described in the prospectus.
 
The foregoing certifications are given subject to any and all defenses available to me under the federal securities laws, including any and all defenses available to an executive officer that signed the registration statement of which the prospectus referred to in this certification is part.
 

Date: August 2, 2022
 
/s/ Scott Krohn
Scott Krohn
President (chief executive officer) of Verizon ABS II LLC


 

 

 EX-99.2 8 exhibit99-2.htm OMNIBUS AMENDMENT
Exhibit 99.2




VERIZON MASTER TRUST


FORM OF OMNIBUS AMENDMENT NO. 2,
dated as of August 11, 2022,
 

 
to
 

 
MASTER COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT
dated as of May 25, 2021, as amended,
among
VERIZON MASTER TRUST,
as Trust,
U.S. BANK NATIONAL ASSOCIATION,
as Master Collateral Agent,
CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS,
as Servicer,
and
each Creditor Representative from time to time
party thereto


and


AMENDED AND RESTATED TRUST AGREEMENT
dated as of May 25, 2021,
between
VERIZON ABS II LLC,
as Depositor
and
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Owner Trustee


This OMNIBUS AMENDMENT NO. 2, dated as of August 11, 2022 (this “Amendment”), is to
 
(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”).
 
W I T N E S S E T H
 
WHEREAS, the parties to this Amendment desire to amend (i) the Master Collateral Agreement as set forth on Exhibit A hereto and (ii) the Trust Agreement as set forth on Exhibit B hereto;
 
WHEREAS, Section 10.1(b) of the Master Collateral Agreement permits amendments to the Master Collateral Agreement (including Appendix A) by the Trust and the Master Collateral Agent, without the consent of any Creditor Representatives or Creditors, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Master Collateral Agreement (including Appendix A) or modifying in any manner the rights of the Creditors or Creditor Representatives under the Master Collateral Agreement (including Appendix A) if (A) the Trust or the Administrator shall have delivered to the Master Collateral Agent and each Creditor Representative an Officer’s Certificate, dated the date of any such action, stating that the Trust or the Administrator, as applicable, reasonably believe that such action will not have a material adverse effect on the interest of any Creditor or (B) the Rating Agency Condition has been satisfied for all Credit Extensions then rated by a Rating Agency;
 
WHEREAS, Section 11.1(b) of the Trust Agreement permits amendments to the Trust Agreement, other than as set forth in Section 11.1(c) of the Trust Agreement, by the Depositor and the Owner Trustee, with the consent of the Certificateholders but without the consent of any Creditor Representatives or Creditors, for the purpose of adding any provisions to, or changing in any manner or eliminating any provisions of, the Trust Agreement or modifying in any manner the rights of the Creditors under the Trust Agreement if (x) the Trust or the Administrator delivers an Officer’s Certificate to the Master Collateral Agent and the Owner Trustee stating that the Trust or the Administrator, as applicable, reasonably believes that such amendment will not have a material adverse effect on the interest of any Creditor or (y) the Rating Agency Condition has been satisfied for all Credit Extensions then rated by a Rating Agency with respect to such amendment;
 
WHEREAS, Section 11.1(c) of the Trust Agreement does not apply to this Amendment;
 
WHEREAS, (a) the Trust Order referred to in Section 10.1(b) of the Master Collateral Agreement, (b) the Officer’s Certificate referred to in Section 10.1(b) of the Master Collateral Agreement and Section 11.1(b) of the Trust Agreement, (c) the Officer’s Certificate referred to in Section 11.1(a) of the Master Collateral Agreement and (d) the Opinion of Counsel referred to in Section 10.3 of the Master Collateral Agreement, Section 11.1(h)(i) of the Trust Agreement and Section 11.1(h)(ii) of the Trust Agreement are being delivered simultaneously herewith; and
 
1
WHEREAS, written notice of this Amendment to the Rating Agencies as required by Section 10.1(c) of the Master Collateral Agreement and Section 11.1(e) of the Trust Agreement has been delivered to the Rating Agencies by the Administrator on behalf of the Trust.
 
NOW, THEREFORE, the parties hereto agree as follows:
 
SECTION 1. Defined Terms.  Capitalized terms used in this Amendment and not otherwise defined herein are defined in Appendix A to the Master Collateral Agreement.
 
SECTION 2. Amendments and Modifications to the Agreements.  As of the Effective Date (as defined below), and subject to the satisfaction of the conditions precedent set forth in Section 4 below, (i) the Master Collateral Agreement is hereby amended as set forth in Exhibit A to this Amendment and (ii) the Trust Agreement is hereby amended as set forth in Exhibit B to this Amendment, in each case, with text marked in underline indicating additions to such Agreement and with text marked in strikethrough indicating deletions to such Agreement.
 
SECTION 3. Reference to and Effect on the Agreements.
 
(a)     Beginning on August 11, 2022 (the “Effective Date”) (i) the Agreements shall be and be deemed to be, modified and amended in accordance herewith and this Amendment shall form a part of the respective terms and conditions of each of the Agreements for any and all purposes and every Creditor, heretofore or hereafter authenticated and delivered under the Master Collateral Agreement and the applicable Trust Financing Agreement shall be bound hereby and thereby, (ii) each reference in the Agreements to “this Agreement”, “hereof”, “hereunder” or words of like import referring to an Agreement shall mean and be a reference to such Agreement, as amended by this Amendment and (iii) each reference to an Agreement contained in any other Transaction Document, Series Related Document or Trust Financing Agreement and any financing statement filed in connection therewith shall mean and be a reference to such Agreement, as amended by this Amendment.
 
(b)     The Agreements (except as specifically amended herein) shall remain in full force and effect and the Agreements are hereby ratified and confirmed in all respects by each of the applicable parties hereto.
 
SECTION 4. Conditions Precedent.  This Amendment shall become effective as of the Effective Date upon receipt by the parties hereto of this Amendment duly executed by the parties hereto.
 
SECTION 5. Certain Representations and Warranties.
 
(a)     Each of the Trust and the Depositor hereby represents and warrants to the other parties hereto as of the date hereof that, solely with respect to itself:
 

 (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
 
2
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.
 
(b)     The Trust hereby represents and warrants to the other parties hereto as of the date hereof that no Potential Default, Event of Default, Potential Amortization Event, Amortization Event, Potential Servicer Termination Event or Servicer Termination Event exists or shall occur as a result of this Amendment or the transactions contemplated hereby.
 
SECTION 6. Governing Law.  THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).
 
SECTION 7. Submission to Jurisdiction.   Each party submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for legal proceedings relating to this Amendment.  Each party irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or in the future have to the venue of a proceeding brought in such a court and any claim that the proceeding was brought in an inconvenient forum.
 
SECTION 8. Waiver of Jury Trial.   TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR IN CONNECTION WITH, THIS AMENDMENT OR ANY MATTER ARISING THEREUNDER WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
 
SECTION 9. Severability.  If a part of this Amendment is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Amendment and will not affect the validity, legality or enforceability of the remaining Amendment.
 
SECTION 10. Headings.  The headings in this Amendment are included for convenience and will not affect the meaning or interpretation of this Amendment.
 
SECTION 11. Counterparts.  This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.  Executed counterparts may be delivered electronically.
 
SECTION 12. Direction to Wilmington Trust, National Association.  Pursuant to and in accordance with Section 5.6 of the Trust Agreement, Cellco, in its capacity as Administrator, hereby authorizes and directs the Owner Trustee to execute and deliver this Amendment as Owner Trustee, on
 
3
behalf of the Trust.  The Administrator hereby certifies and confirms that (a) it has reviewed and approved of this Amendment and the amendments to the Agreements; (b) this direction and such action by the Owner Trustee pursuant to this direction are not contrary to any obligation of the Trust or the Owner Trustee under, and are consistent with, permitted by and in compliance with the Trust Agreement, and all of the other relevant documents contemplated by the Trust Agreement; (c) the Owner Trustee shall not be liable for the action taken by it in accordance with this Amendment; (d) all conditions precedent necessary for the effectiveness of this Amendment contained in the Trust Agreement and the Master Collateral Agreement have been duly satisfied or waived; and (e) the Owner Trustee’s actions in accordance with this Amendment are covered by Section 7.2(a) of the Trust Agreement.  Pursuant to Section 6.6 of the Fifth Amended and Restated Trust Agreement, dated as of May 25, 2021 (the “True-up Trust Agreement”), among Wilmington Trust, National Association, a national banking association, as owner trustee (the “True-up Trust Owner Trustee”), the Depositor, and Cellco, as custodian (the “Custodian”), and various originators from time to time party thereto, as originators and beneficiaries, Cellco, in its capacity as Custodian, hereby authorizes and directs the True-up Trust Owner Trustee to execute and deliver this Amendment as True-up Trust Owner Trustee, on behalf of Verizon DPPA True-up Trust.  The Custodian hereby certifies and confirms that (a) it has reviewed and approved of this Amendment and the amendments to the Agreements; (b) that this direction and the action to be taken by the True-up Trust Owner Trustee pursuant to this direction are not contrary to any obligation of the True-up Trust Owner Trustee under, and are consistent with, permitted by and in compliance with the True-up Trust Agreement, and all of the other relevant documents referenced in the True-up Trust Agreement; and (c) the True-up Trust Owner Trustee’s actions in accordance with this Amendment are covered by Section 8.2(a) of the True-up Trust Agreement.
 
SECTION 13. Electronic Signatures. Each party agrees that this Amendment and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Amendment or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
 
[Remainder of Page Left Blank]
 

 

 

 

 

 

 

 

 
4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the day and year first written above.
 
 
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





EXHIBIT A

(See attached)


MASTER COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT


among
 
VERIZON MASTER TRUST,
as Trust,


U.S. BANK NATIONAL ASSOCIATION,
as Master Collateral Agent,
 
CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS,
as Servicer
 
and


each Creditor Representative from time to time
party hereto




Dated as of May 25, 2021
(as amended)

 

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

-i-
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

-ii-
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
 

-iii-
THIS MASTER COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of May 25, 2021, as amended (this “Agreement”), is among (i) VERIZON MASTER TRUST, a Delaware statutory trust (the “Trust”), (ii) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Master Collateral Agent, (iii) CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS, as Servicer and (iv) each Creditor Representative from time to time party hereto.
 
PRELIMINARY STATEMENTS
 
The Trust has acquired and will acquire Receivables and certain related assets pursuant to the Transfer and Servicing Agreement.  The Trust has requested and may hereafter request from time to time that Creditors extend credit to the Trust on the terms and subject to the conditions set forth in their respective Trust Financing Agreements, secured by, among other things, the Receivables, pursuant to this Agreement.
 
For and in consideration of the premises set forth herein, it is mutually covenanted and agreed, for the benefit of all Creditor Parties, as follows:
 
ARTICLE I
DEFINITIONS AND INTERPRETIVE RULES
 
Except as otherwise specified or as the context may otherwise require, capitalized terms not otherwise defined in this Agreement are used herein as defined in Appendix A hereto.  The interpretive rules set forth in the Usage section of Appendix A hereto apply to this Agreement.
 
ARTICLE II
GRANT OF SECURITY INTEREST
 
To secure the Secured Obligations, whether now existing or hereafter arising, the Trust hereby Grants to the Master Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Trust’s right, title and interest in, to and under the Collateral.  Notwithstanding the foregoing, each of the parties hereto hereby acknowledges and agrees that if any Series Enhancement is expressly provided for in any Trust Financing Agreement, then all of the Trust’s right, title and interest in such Series Enhancement shall be made available to and allocated solely to the related Series (unless otherwise provided for in such Trust Financing Agreement).  Unless specified in any Group Supplement, Collections on and proceeds from the Receivables designated to a Group shall solely by applied to the related Group and shall not constitute Group Available Funds for any other Group.
 
ARTICLE III
TRUST FINANCINGS
 
SECTION 3.1 Trust Financings.
 
(a) Pursuant to one or more Trust Financing Agreements, the Trust may from time to time borrow, issue or incur Credit Extensions under one or more Trust Financings.  For the avoidance of doubt, borrowings and increases in Credit Extensions up to an applicable existing maximum commitment amount under an existing Trust Financing Agreement shall not constitute
 
a new Trust Financing that separately needs to satisfy the requirements of Section 3.1(b). The Credit Extensions of all outstanding Trust Financings related to a Group shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the related Trust Financing Agreements.  If a conflict exists between the terms and provisions of this Agreement and any Trust Financing Agreement, the terms and provisions of the Trust Financing Agreement shall be controlling solely with respect to the related Trust Financing; provided that, any provision of any Trust Financing Agreement that conflicts with the terms hereof regarding the rights, duties, obligations, indemnities or immunities of the Master Collateral Agent or the Paying Agent with respect to such Trust Financing or otherwise shall not be effective without the written consent of the Master Collateral Agent or the Paying Agent.
 
(b) On or before the Closing Date relating to any Trust Financing, the Trust and the applicable other parties thereto will execute and deliver a Trust Financing Agreement which will specify the Principal Series Terms of such Trust Financing and identify and appoint a Creditor Representative having the power and authority to act for and provide direction to the Master Collateral Agent on behalf of the Creditors of such Series.  The Master Collateral Agent is hereby authorized and directed by the Grantor and each Creditor Representative to execute and deliver each such Trust Financing Agreement, any related account control agreement and any related Transaction Documents, and to execute and deliver any certificates or other documents contemplated hereby or thereby in connection with a Trust Financing.  The terms of such Trust Financing Agreement may modify or amend the terms of this Agreement solely as applied to such new Trust Financing, provided that, any provision of any Trust Financing Agreement that conflicts with the terms hereof regarding the rights, duties, obligations, indemnities or immunities of the Master Collateral Agent or the Paying Agent with respect to such Trust Financing or otherwise shall not be effective without the written consent of the Master Collateral Agent or the Paying Agent.  The designation of any financing as a Trust Financing having the benefit of this Agreement, other than in the case of any Trust Financing to be entered into on the date hereof, is subject to the satisfaction of the following conditions:
 
(i) on or before the tenth (10th) day immediately preceding the applicable Closing Date (unless a shorter period shall be acceptable to each required recipient of the notice), the Trust shall have given written notice to the Master Collateral Agent, any Group Creditor Representative, and each Rating Agency (if any) of such Trust Financing and of the Closing Date for such Trust Financing;
 
(ii) the Trust shall have delivered to the Master Collateral Agent the related Trust Financing Agreement, executed by each party thereto;
 
(iii) the Trust shall have delivered to the Master Collateral Agent any Enhancement Agreement to be entered into in connection with such Trust Financing executed by the applicable Series Enhancer;
 
(iv) with respect to any such Trust Financing that is an Indenture Series, if a Rating Agency is rating any outstanding Trust Financing, then that Rating Agency shall have received 10 days’ prior notice of such Trust Financing;
 
2
(v) with respect to any such Trust Financing that is a Loan Series, if a Rating Agency is rating any outstanding Trust Financing, that Rating Agency shall have received 10 days’ prior notice of such Trust Financing and documentation related to such Trust Financing;
 
(vi) with respect to any such Trust Financing, the Trust (or the Administrator on behalf of the Trust) shall have delivered to the Master Collateral Agent an Officer’s Certificate to the effect that, based upon the facts known to such officer, the consummation of such Trust Financing with respect to the Group to which such Trust Financing will relate will not (x) result in the occurrence of (1) an Amortization Event with respect to any Series related to  such Group or (2) an Event of Default with respect to such Group or (y) materially and adversely affect the amount of distributions to be made to the Creditors of any Series pursuant to the Transaction Documents and other Series Related Documents, in each case determined based on calculations as of the related Measurement Date;
 
(vii) no Pool Balance Deficit for the related Group is continuing or will result on the Closing Date of such Trust Financing from the issuance of such Trust Financing as evidenced by an Officer’s Certificate of the Servicer that sets forth a calculation of the related Group Pool Balance and Required Pool Balance as of the related Measurement Date;
 
(viii)   the Trust shall have delivered to the Master Collateral Agent and each Group Creditor Representative (with a copy to each Rating Agency, if any) a Tax Opinion, dated the applicable Closing Date with respect to such issuance;
 
(ix) unless otherwise specified in the related Trust Financing Agreement, the Trust shall have delivered to the Master Collateral Agent and each Group Creditor Representative an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form reasonably acceptable to such Persons, dated the applicable Closing Date, substantially to the effect that:
 
(A) all conditions precedent provided for in this Section 3.1(b) and the Trust Financing Agreement with respect to the designation of a Trust Financing having the benefit of this Agreement have been complied with;
 
(B) the related Trust Financing Agreement has been duly authorized, executed and delivered by the Trust; and
 
(C) the related Trust Financing Agreement constitutes the legal, valid and binding obligation of the Trust, entitled to the benefits of this Agreement and enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity;
 
(x) the Trust shall have delivered such other documents, instruments, certifications, agreements or other items as the Master Collateral Agent may reasonably require;
 
(xi) any Creditor Representative in connection with such Trust Financing shall become party to this Agreement by executing and delivering to the Trust and the Master Collateral Agent a joinder substantially in the form of Exhibit A, to the extent that such Creditor
 
3
Representative has not previously become a party hereto in connection with an existing Trust Financing (any such Creditor Representative shall act hereunder on behalf of each Series for which it is a Creditor Representative); and
 
(xii) the Trust shall have satisfied the conditions, if any, to the designation of any financing as a Trust Financing having the benefit of this Agreement set forth in any Trust Financing Agreement, including the delivery of such other documents, instruments, certifications, agreements or other items required by any party specified in such Trust Financing Agreement.
 
SECTION 3.2 Designation of Groups; Allocation to Groups.
 
(a) From time to time, by delivery of a notice to the Master Collateral Agent substantially in the form of Exhibit D hereto (each, a “Group Supplement”), the Trust may create distinct Groups and subsequently designate certain Receivables and other related Collateral to such Groups in accordance with this Agreement. Each Credit Extension must relate to a Group for purposes of allocations pursuant to this Agreement.
 
(b) Receivables conveyed to the Trust and all related Collateral with respect thereto shall be designated to a Group as set forth in the related Acquisition Notice.  Collections on and proceeds from the Receivables in each Group shall be applied to make payments on the Credit Extensions of each Series related to the Group.  For the avoidance of doubt, all calculations and allocations among Series shall be based upon only those Series included in the related Group.
 
SECTION 3.3 Re-Designation of Receivables. From time to time, no later than each Payment Date, the Trust (or the Administrator on behalf of the Trust), with the written consent of the Servicer, may deliver to the Depositor, the Trust and the Master Collateral Agent, a Re-Designation Notice for Receivables previously acquired by the Trust that are to be re-designated on any Re-Designation Date that occurred during the Collection Period related to such Payment Date to a different Group than the Group to which such Receivables were designated on the related Acquisition Date; provided that the Group from which any such Receivables are to be re-designated does not have any Outstanding Credit Extensions as of such Re-Designation Date.  Each Re-Designation Notice will include a report setting forth (I) the Group to which such Receivables were re-designated and the Group from which such Re-Designated Receivable were removed, (II) the Group Pool Balance for the Group to which such Receivables were re-designated, (III) the Required Pool Balance for the Group to which such Receivables were re-designated and (IV) the Excess Concentration Amount and Ineligible Amount, in each case, for each Series of the Group to which such Receivables were re-designated, in each case, for which Credit Extensions are Outstanding as of the related Re-Designation Date, and in each case, after giving effect to the re-designation of Receivables to the related Group on such Re-Designation Date and calculated as of the related Measurement Date.  As of the related Re-Designation Cutoff Date, the Group to which such Receivables are being re-designated shall be entitled to all Collections in respect of such Receivables after the related Re-Designation Cutoff Date.
 
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
 
4
SECTION 4.1 Representations and Warranties.  The Trust represents and warrants to each Creditor Party on the date hereof and on each Closing Date:
 
(a)    Offices; Legal Name.  The Trust’s sole jurisdiction of organization is the State of Delaware and such jurisdiction has not changed within four months prior to the date of this Agreement.  The legal name of the Trust is Verizon Master Trust and the organizational identification number of the Trust is 86-6471965.
 
(b)    Perfection Representations.
 
(i) The Trust hereby represents, warrants, and covenants to the Master Collateral Agent as follows on each Closing Date:
 

 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,
 
5
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.
 
(ii) Notwithstanding any other provision of this Agreement, the Transaction Documents or any other Series Related Document, the perfection representations contained in clause (i) above shall be continuing, remain in full force and effect until such time as all obligations under this Agreement have been finally and fully paid and performed and may not be waived by the Master Collateral Agent.
 
(c)    The Trust shall provide the Master Collateral Agent written notice of any breach of the perfection representations contained in Section 4.1(b) promptly upon becoming aware thereof.
 
6
ARTICLE V
COVENANTS
 
SECTION 5.1 Protection of the Collateral; Further Assurances.
 
(a) The Trust will from time to time execute and deliver all such supplements and amendments hereto and all such writings of further assurance and other writings, and will take such other action necessary or advisable, or that the related Majority Group Creditor Representatives may deem necessary, to:
 
(i) Grant more effectively any portion of the Collateral pursuant to this Agreement;
 
(ii) maintain or preserve the Lien and security interest (and the priority of the security interest) of this Agreement in the Collateral;
 
(iii) perfect, maintain perfection, publish notice of or protect the validity of a Grant made or to be made by this Agreement in the Collateral;
 
(iv) enforce the Collateral; and
 
(v) maintain and defend title to the Collateral and the rights of the Secured Parties in such Collateral against the claims of all Persons, subject to Permitted Liens, the Transaction Documents and the other related Series Related Documents.
 
(b) In furtherance of the foregoing, the Trust shall, from time to time and within the time limits established by applicable Law, authorize, prepare and file all financing statements, amendments, continuation statements or other filings necessary to continue, maintain and perfect the Master Collateral Agent’s Lien as a first priority perfected Lien (subject to Permitted Liens).
 
(c) The Trust shall file, and hereby authorizes the Master Collateral Agent to file, at the expense of the Trust, UCC financing statements with a collateral description covering all of the Trust’s personal property (other than any property specifically granted to a Creditor Representative on behalf of a Series of Credit Extensions under the terms of the relevant Trust Financing Agreement), wherever located, whether now existing or arising in the future.  The Trust hereby designates the Master Collateral Agent as its agent and attorney-in-fact to execute, authorize and/or file any financing statement, continuation statement, writing of further assurance or other writing required to be executed, authorized and/or filed to accomplish the foregoing; provided, however, that nothing in this paragraph shall obligate the Master Collateral Agent to execute, authorize or file any financing statement or continuation statement or to take any other action hereunder.  This appointment is coupled with an interest and is irrevocable.  In connection with the filing of any financing statement (or any amendment or continuation thereof), the Master Collateral Agent shall be entitled to rely on the advice of counsel and shall not be required to exercise any discretion with respect to such filings.  For the avoidance of doubt, the Master Collateral Agent shall have no duty or obligation to execute, authorize, file or provide any instruction with respect to any financing statement or amendment or continuation thereof absent receipt of written direction from the Majority Group Creditor Representatives.
 
7
(d) Neither the Trust nor the Servicer shall have any authority to file a termination, partial termination, release, partial release or any amendment with respect to any UCC financing statement or continuation statement naming the Servicer, the Depositor or the Trust as debtor that deletes the name of a debtor or excludes any Collateral from such financing statement, amendment or continuation statement without the prior written consent of the Master Collateral Agent (acting at the written direction of the Majority Creditor Representatives or the Majority Group Creditor Representatives, respectively).
 
SECTION 5.2 Maintenance of UCC Location.  The Trust will not change its name, form or jurisdiction of organization or its “location” as a debtor, as determined under Section 9-307 of the UCC or any other change or occurrence that would make any financing statement or amendment seriously misleading within the meaning of Section 9-506 of the UCC or any successor statute thereto, without, in each case, giving the Master Collateral Agent at least ten (10) days’ prior written notice thereof and taking all action necessary or requested by the Master Collateral Agent (at the written direction of the Majority Creditor Representatives) to maintain the perfection of the security interest Granted under this Agreement.
 
SECTION 5.3 Opinion as to the Collateral.
 
(a) On the date hereof, the Trust will furnish to the Master Collateral Agent an Opinion of Counsel with respect to the filing of any financing statements as is necessary to perfect and make effective the Lien created by this Agreement and recited the details of such action.
 
(b) On or before April 30 of each year, starting in 2022, the Trust will furnish to the Master Collateral Agent and each Creditor Representative an Opinion of Counsel either (i) stating that, in the opinion of that counsel, all action has been taken for the recording, filing,  re-recording and refiling of this Agreement and all financing statements and continuation statements to maintain the Lien of this Agreement or (ii) stating that in the opinion of that counsel no action is necessary to maintain the Lien.  Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Agreement and any other requisite documents, and the recording and filing of any financing statements and continuation statements, that will, in the opinion of such counsel, be required to maintain the Lien of this Agreement until April 30 in the following calendar year.
 
SECTION 5.4 Performance of Obligations; Servicing of Collateral.
 
(a) The Trust will not take any action and will use commercially reasonable efforts not to permit any action to be taken by others that would release any Person from any material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Agreement, the Transaction Documents or any other Series Related Document or such instrument or agreement.
 
(b) The Trust and the Master Collateral Agent hereby covenant and agree that upon the occurrence of a Servicer Termination Event (i) the Master Collateral Agent shall deliver notice to the Servicer terminating the servicing responsibilities of the Servicer under the Transfer and
 
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Servicing Agreement if it is directed to terminate the Servicer by the Majority Creditor Representatives and (ii) the Master Collateral Agent shall not deliver notice to the Servicer terminating the servicing responsibilities of the Servicer under the Transfer and Servicing Agreement without the consent of the Majority Creditor Representatives.  Promptly after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 7.2 of the Transfer and Servicing Agreement, the Master Collateral Agent (acting at the written direction of the Majority Creditor Representatives) shall appoint a Successor Servicer, such appointment to be reflected by a written assumption in a form acceptable to the Trust.  In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Master Collateral Agent without further action shall automatically be appointed the Successor Servicer in accordance with Section 7.4(a)(ii) of the Transfer and Servicing Agreement.
 
SECTION 5.5 Negative Covenants.  Prior to the Collateral Release Date, the Trust shall not:
 
(a) sell, transfer, exchange or otherwise dispose of any of the Collateral, except as permitted by this Agreement, the Transaction Documents and the other Series Related Documents;
 
(b) seek dissolution or liquidation or wind up its affairs in whole or in part, or reorganize its business or affairs;
 
(c) permit the Lien of this Agreement to not constitute a valid and perfected first priority Lien on the Collateral, subject to no Adverse Claims;
 
(d) consolidate or merge with or into any other Person or convey or transfer substantially all of its assets unless:
 
(i) such Person (if other than the Trust) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State;
 
(ii) such Person shall expressly assume (unless the assumption occurs by operation of Law), by written agreement, executed and delivered to the Master Collateral Agent, in form reasonably satisfactory to the Creditor Representatives, the due and punctual payment of the principal of and interest on all Credit Extensions and the performance or observance of every other agreement and covenant of this Agreement, the Transaction Documents and the other Series Related Documents on the part of the Trust to be performed or observed;
 
(iii) immediately after giving effect to such transaction, no Event of Default or Potential Default shall have occurred and be continuing;
 
(iv) the Rating Agency Condition shall have been satisfied with respect to such transaction (if any Credit Extensions are then rated by a Rating Agency);
 
(v) the Trust shall have received a Tax Opinion (and shall have delivered copies thereof to the Master Collateral Agent and each Creditor Representative);
 
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(vi) in the case of a sale of the assets included in the Collateral, such Person expressly agrees by a written agreement that (A) all right, title and interest so conveyed or transferred by the Trust will be subject and subordinate to the rights of the Creditor Parties, (B) such Person will make all filings with the Commission required by the Exchange Act in connection with the Trust Financings, if any, and (C) such Person expressly agrees to indemnify the Trust and the Creditor Parties and their respective directors, officers, employees, agents and assigns for any fee, loss, liability, damage or expense (including fees and expenses (including attorney’s fees and expenses) of defending itself against any loss, damage or liability or bringing an action or proceeding to enforce any indemnification or other obligation) arising under this Agreement, the Transaction Documents and the Series Related Documents;
 
(vii) any action that is necessary to maintain the Lien created by this Agreement and the security interest Granted thereby shall have been taken; and
 
(viii)   the Trust shall have delivered to the Master Collateral Agent and the Creditor Representatives an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger or such conveyance or transfer, as the case may be, and such assumption agreement comply with this Section 5.5 and that all conditions precedent herein (and in the Transaction Documents or any other Series Related Document) provided for relating to such transaction have been complied with (including any filing, if any, required by the Exchange Act) and the assumption agreement described in clause (ii) above is duly authorized, executed and delivered and is enforceable subject to applicable bankruptcy, insolvency, moratorium or other similar laws, now or hereafter in effect, relating to or affecting the rights of creditors generally and subject to legal and equitable limitations on the enforcement of specified remedies;
 
(e) amend, modify, supplement or waive, or consent to or permit to become effective any amendment, modification, supplement or waiver of any Transaction Document or Series Related Document unless such amendment, modification, supplement or waiver is permitted by the terms thereof; or
 
(f) permit the validity or effectiveness of this Agreement to be impaired.
 
SECTION 5.6 Successor or Transferee.
 
(a) Upon any consolidation or merger of the Trust in accordance with Section 5.5(d), the Person formed by or surviving such consolidation or merger (if other than the Trust) shall succeed to, and be substituted for, and may exercise every right and power of and have every obligation of, the Trust under this Agreement with the same effect as if such Person had been named as the original Trust.
 
(b) Upon a conveyance or transfer of all the assets and properties of the Trust and the assumption of all of the duties and obligations of the Trust hereunder pursuant to Section 5.5(d), the Trust will be released from every covenant and agreement of this Agreement to be observed or performed on the part of the Trust immediately upon the delivery of written notice to the Master Collateral Agent and each Creditor Representative stating that the Trust is to be so released.
 
SECTION 5.7 Notice of Amortization Event, Events of Default and Servicer Termination Events.
 
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(a) The Trust shall give the Master Collateral Agent, each related Group Creditor Representative and the Rating Agencies (if any) written notice of (i) each Amortization Event for any Series related to such Group, (ii) each Event of Default for such Group and (iii) each Servicer Termination Event (and, in the case of a Servicer Termination Event, shall specify in such notice the action, if any, the Trust is taking with respect to such Servicer Termination Event), in each case within five (5) Business Days after a Responsible Person of the Trust obtains actual knowledge thereof.
 
(b) The Trust shall deliver to the Master Collateral Agent and each related Group Creditor Representative, within five (5) Business Days after a Responsible Person of the Trust obtains actual knowledge thereof, written notice in the form of an Officer’s Certificate of any Potential Amortization Event for any Series related to such Group or Potential Default for such Group, its status and what action the Trust is taking or proposes to take with respect thereto.
 
SECTION 5.8 Enforcement of Transaction Documents and Series Related Documents.
 
(a) With respect to the Transaction Documents and any other Series Related Document to which it is a party (other than the Transfer and Servicing Agreement), the Trust will use commercially reasonable efforts to enforce the rights and remedies afforded to the Trust under such Transaction Document or Series Related Document, as applicable, including, without limitation, by making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in such Transaction Document or Series Related Document, as applicable; provided that nothing in this Section 5.8 shall require the Trust to institute legal proceedings against any other party to a Transaction Document or Series Related Document, as applicable.
 
(b) The Trust shall, at its own expense, (i) take all such lawful action to enforce the obligations of the Servicer under and exercise any and all rights, remedies, powers and privileges lawfully available to the Trust under or in connection with the Transfer and Servicing Agreement to the extent and in the manner directed by the Master Collateral Agent (acting at the direction of Creditor Representatives for Creditors holding not less than a majority of the aggregate Credit Exposure for all Trust Financings), including, without limitation, by making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Transfer and Servicing Agreement and (ii) if a Servicer Termination Event shall arise from the failure of the Servicer to perform any of its duties or obligations under the Transfer and Servicing Agreement, take all reasonable actions available to it to remedy or cause the Servicer to remedy such failure; provided, however, that any Servicer Termination Event may be waived by the Trust upon the consent of Majority Creditor Representatives.  Notwithstanding anything to the contrary contained herein, other than in connection with any enforcement by the Master Collateral Agent (acting at the written instruction of the requisite Creditor Representatives as set forth herein) of its rights and remedies hereunder and under the Transaction Documents and the other Series Related Documents after the declaration or automatic occurrence of an Event of Default for any Group, nothing in this Section 5.8(b) shall require the Trust or the Master Collateral Agent to institute legal proceedings against any other party to a Transaction Document or any other Series Related Document.
 
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SECTION 5.9 Notices to Rating Agencies, the Master Collateral Agent and Creditor Representatives.  The Trust shall notify:
 
(a) each Rating Agency (if any), the Master Collateral Agent and each Creditor Representative promptly following any amendment, modification, or waiver of any provision of the Transfer and Servicing Agreement, the Trust Agreement or any other Transaction Document, and
 
(b) each Rating Agency (if any) and each Creditor Representative of any notice of resignation delivered by the Master Collateral Agent in accordance with the terms set forth in Section 7.5 promptly upon receipt thereof.
 
SECTION 5.10 Paying Agent’s Obligations.  The Trust will cause each Paying Agent to comply with the obligations of the Paying Agent set forth in Section 7.10.
 
SECTION 5.11 Restricted Payments.
 
(a) No Set-off. The Trust will not, directly or indirectly, (i) make payments (by reduction of capital or otherwise) to the Owner Trustee or the Certificateholders, (ii) redeem, purchase, retire or acquire for value an ownership interest in the Trust or (iii) set aside or segregate amounts for those purposes, except in any of such cases as permitted under this Agreement, the other Transaction Documents and any other Series Related Document.
 
(b) No Other Payments. The Trust will not, directly or indirectly, make payments to or distributions from the Trust Accounts, including any Series Accounts, except according to the Transaction Documents and any other Series Related Document.
 
ARTICLE VI
EVENTS OF DEFAULTS AND REMEDIES
 
SECTION 6.1 Events of Default; Remedies.
 
(a) If an Event of Default for any Group shall have occurred and be continuing, and any Credit Extensions related to such Group have been accelerated pursuant to the related Trust Financing Agreement, upon written direction from the applicable Group Creditor Representatives, the Master Collateral Agent may do one or more of the following:
 
(i) institute Proceedings for the collection of all amounts then payable on the Credit Extensions related to such Group, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Trust and any other obligor upon such Credit Extensions moneys adjudged due;
 
(ii) take any appropriate action to protect and enforce the rights and remedies of the Master Collateral Agent and the related Group Creditors; and
 
(iii) cause the Trust to sell the Group Assets related to such Credit Extensions and, in the limited circumstances set forth below, a portion of the Group Assets of any other Group, in accordance with Section 6.10;
 
 
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provided, however, that the Master Collateral Agent will not have the authority to, and will not, exercise any of the remedies above unless directed in writing by the relevant Group Creditor Representatives in accordance with the terms hereof, and provided further that the Master Collateral Agent will not have the authority to, and will not, exercise the remedy described in subparagraph (iii) above unless:
 
a. the Event of Default is a Primary Event of Default and:
 
(A) Group Creditor Representatives representing Group Creditors holding not less than one hundred percent (100%) of the Credit Exposure of the Credit Extensions related to such Group consent to the sale; or
 
(B) the proceeds of the sale are expected to be sufficient to pay in full all amounts owed by the Trust to the Group Secured Parties under the Transaction Documents and related Series Related Documents payable from related Group Available Funds; or
 
b. the Event of Default is a Secondary Event of Default and:
 
(A) Group Creditor Representatives representing Group Creditors holding not less than one hundred percent (100%) of the Credit Exposure of the Credit Extensions related to such Group consent to the sale; or
 
(B) the proceeds of the sale are expected to be sufficient to pay in full all amounts owed by the Trust to the Group Secured Parties under the Transaction Documents and related Series Related Documents payable from related Group Available Funds; or
 
(C) (1) the proceeds of the sale are not expected to provide sufficient money for the payment of all amounts owed by the Trust to the Group Secured Parties under the Transaction Documents and related Series Related Documents, as those payments would have become due if the Credit Extensions related to such Group had not been accelerated and (2) the Majority Group Creditor Representatives consent to the sale.
 
Subject to the conditions described above, the Master Collateral Agent, upon written direction from the applicable Group Creditor Representatives, may cause the Trust to sell (i) the Group Assets related to the Group for which the Event of Default occurred and (ii) a portion of the Group Assets related to any other Group, so long as such sale will not result in an Event of Default, Potential Default, Amortization Event, Potential Amortization Event or Pool Balance Deficit, in each case, for such other Group or any Series related to such other Group, as applicable.  The sale of any portion of the Group Assets related to any other Group pursuant to clause (ii) of the immediately preceding sentence will only be in an amount that, together with the proceeds of the sale of Group Assets related to the Group for which the Event of Default occurred, is sufficient to pay in full all amounts owed by the Trust, as set forth in clause (a).(B) or (b).(B) above.  The Trust, or the Administrator on behalf of the Trust, shall not select any Receivables from such other Group to be sold in any such sale in a manner materially adverse to the interests of the Creditors of such other Group.
 
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In determining whether the condition in clause a.(B), b.(B) or b.(C)(1) above has been satisfied, the Master Collateral Agent at the expense of the Trust, may obtain, and conclusively rely on an opinion of a nationally-recognized Independent investment banking firm or firm of certified public accountants on the expected proceeds or on the sufficiency of the Collateral for that purpose and the feasibility of such proposed action.
 
(b) The Creditor Representative related to any Trust Financing shall notify the Master Collateral Agent of any acceleration of maturity of the Credit Extensions under such Trust Financing and of any rescission of such acceleration.
 
(c) If the Master Collateral Agent collects any money or property pursuant to this Article VI following the acceleration of the Credit Extensions of the affected Trust Financing pursuant to this Section 6.1 (so long as such a declaration shall not have been rescinded or annulled), it shall pay out the money or property first, in the event that there are no Trust Financings Outstanding, to the Master Collateral Agent and the Paying Agent for amounts due pursuant to Section 7.4 and second, in accordance with the related Trust Financing Agreement, without duplication to any amounts paid pursuant to the immediately preceding clause.
 
(d) Amounts then held in the Collection Account or any Trust Accounts or Series Accounts for such Trust Financing and any amounts available under any Series Enhancement for such Trust Financing shall be used to make payments for such Trust Financing in accordance with the terms of this Agreement, the related Trust Financing Agreement and the Series Enhancement for such Trust Financing.
 
(e) Each of the Master Collateral Agent, each Creditor Representative and each Creditor by its entering into a Trust Financing Agreement or accepting the benefits thereof covenants that, before the date that is two (2) years and one (1) day (or, if longer, any applicable preference period) after the payment in full of (a) all securities issued by the Trust or by a trust for which the Depositor was a depositor and (b) the Credit Extensions, it will not start or pursue against, or join any other Person in starting or pursuing against, (i) the Depositor or (ii) the Trust, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law; provided that the foregoing shall not be deemed to prevent the Master Collateral Agent from filing a proof of claim in any such proceeding; provided further that the foregoing shall not in any way limit a Creditor’s rights to pursue any other creditor rights or remedies that such Creditor may have for claims against the Trust.  This Section 6.1(e) will survive the resignation or removal of the Master Collateral Agent under this Agreement and the termination of this Agreement.
 
SECTION 6.2 Creditor Conflicting Requests.  Notwithstanding anything to the contrary contained herein, in the event the Master Collateral Agent shall receive conflicting or inconsistent requests and indemnity from two or more groups of Creditors (given through the relevant Creditor Representative) of affected Trust Financings, which, individually or in the aggregate, do not represent the Majority Creditor Representatives or Majority Group Creditor Representatives, as applicable, the Master Collateral Agent shall take action at the written direction of the Creditor Representative or Creditor Representatives representing a group of Creditors holding the greatest percentage of the Credit Exposure of all affected Trust Financings, unless (i) the Master Collateral Agent has commenced taking action pursuant to a direction with an earlier effective date or (ii)
 
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such action expressly requires consent or direction from the Majority Creditor Representatives or Majority Group Creditor Representatives, as applicable, or a greater percentage of Group Creditors or Group Creditor Representatives.
 
SECTION 6.3 Restoration of Rights and Remedies.  If the Master Collateral Agent has instituted any Proceeding to enforce any right or remedy under this Agreement and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Master Collateral Agent, then and in every such case the Trust, the Master Collateral Agent and the other Creditor Parties shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Master Collateral Agent and the other Creditor Parties shall continue as though no such Proceeding had been instituted.
 
SECTION 6.4 Rights and Remedies Cumulative.  No right or remedy herein conferred upon or reserved to the Master Collateral Agent or to the Creditors is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.
 
SECTION 6.5 Delay or Omission Not a Waiver.  No delay or omission of the Master Collateral Agent or any other Creditor Party to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.  Every right and remedy given by this Article VI or by law to the Master Collateral Agent or to the other Creditor Parties may be exercised from time to time, and as often as may be deemed expedient, by the Master Collateral Agent or by the applicable Creditor Parties, as the case may be.
 
SECTION 6.6 Control by Group Creditors.  Prior to the occurrence and continuance of an Event of Default for a Group of which the Master Collateral Agent has received written notice, and subject to Article VII, the related Majority Group Creditor Representatives shall have the right to direct the Master Collateral Agent in the exercise of its rights and obligations hereunder; provided, however, that (i) if any Creditor Representative of any Series of the related Group requests that the Master Collateral Agent take any action pursuant to any Trust Financing Agreement to which the Master Collateral Agent is a party that has not been consented to in writing by the related Majority Group Creditor Representatives, the Master Collateral Agent shall promptly notify in writing (which notice may be via email) the Creditor Representatives of each Series of the related Group of such request and (ii) unless the Creditor Representative of any such Series objects in writing (which objection may be via email) to the Master Collateral Agent within ten (10) Business Days following receipt of such notice, the Master Collateral Agent may take such action contemplated in any Trust Financing Agreement to be taken by the Master Collateral Agent at the direction of the Creditor Representative of such Series (acting alone without the consent of any Creditor Representative of any other Series of the related Group), subject to all of the rights and protections of the Master Collateral Agent set forth herein.   Upon the occurrence and continuation of an Event of Default for a Group, except as otherwise expressly provided in this Agreement or any Trust Financing Agreement, the related Majority Group Creditor
 
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Representatives shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Master Collateral Agent with respect to such Trust Financing; provided that such direction shall not be in conflict with any rule of law or with this Agreement; provided, further, that, the Master Collateral Agent need not take any action that it determines, or shall be advised by counsel, might be contrary to applicable law or subject it to liability for which it is not indemnified to its satisfaction.  For the avoidance of doubt, the Master Collateral Agent may rely without liability or investigation upon any instruction given by a Creditor Representative with respect to its Series, and under no circumstances shall the Master Collateral Agent have any duty or obligation to determine whether or not the Creditor Representative has obtained the consents of the requisite number or percentage of Creditors required under this Agreement or any Trust Financing Agreement with respect to any particular action, as long as the Master Collateral Agent has obtained the written instruction of the requisite number or percentage of applicable Creditor Representatives.
 
SECTION 6.7 Undertaking for Costs.  All parties to this Agreement agree (and each Creditor by such Creditor’s making of a Credit Extension shall be deemed to have agreed) that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Agreement, or in any suit against the Master Collateral Agent for any action taken, suffered or omitted by it as the Master Collateral Agent, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorney’s fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 6.7 shall not apply to: (a) any suit instituted by the Master Collateral Agent, (b) any suit instituted by any Creditor(s) holding in the aggregate more than ten percent (10%) of the Credit Extensions of the affected Trust Financing, or (c) any suit instituted by any Creditor for the enforcement of the payment of principal of or interest on any Credit Extension on or after the respective due dates expressed in the related Trust Financing Agreement.
 
SECTION 6.8 Waiver of Stay or Extension Laws.  The Trust covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may adversely affect the covenants or the performance of this Agreement; and the Trust (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Master Collateral Agent, but will suffer and permit the execution of every such power as though no such law had been enacted.
 
SECTION 6.9 Action on Credit Extensions.  Any Creditor Party’s right to seek and recover judgment on the Credit Extensions or under the related Trust Financing Agreement shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Agreement.  Neither the Lien created by this Agreement nor any rights or remedies of the Master Collateral Agent or the Creditors shall be impaired by the recovery of any judgment by a Creditor Party against the Trust or by the levy of any execution under such judgment upon any portion of the Collateral.  Any funds or other property collected by the Master Collateral Agent shall be applied in accordance with the applicable Trust Financing Agreement.
 
SECTION 6.10 Sale of Collateral.
 
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(a) The power to effect any sale of any portion of Collateral described pursuant to Section 6.1 shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until proceeds of the Collateral permitted to be sold pursuant to Section 6.1 in an amount up to the aggregate Series Payoff Amount of the Trust Financings of the related Group shall have been sold or all amounts due to the related Group Creditors under this Agreement and the applicable Trust Financing Agreement have been paid in full.
 
(b) To the extent permitted by applicable Law, the Master Collateral Agent shall not sell Collateral, or any portion thereof, pursuant to Section 6.1 except in accordance with Section 6.1(a)(iii). The foregoing provisions shall not preclude or limit the ability of the Master Collateral Agent to purchase all or any portion of Collateral at a private sale.
 
(c) In connection with a sale of all or any portion of Collateral pursuant to and in accordance with Section 6.1:
 
(i) any one or more Creditor Parties (other than the Depositor and its Affiliates) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Creditor may, in paying the purchase price therefor, deliver in lieu of cash, any Credit Extension of such Trust Financing or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Credit Extensions, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Creditors of such Trust Financing after being appropriately stamped to show such partial payment;
 
(ii) the Master Collateral Agent is hereby irrevocably appointed the agent and attorney-in-fact of the Trust to transfer and convey any portion of the Collateral in connection with a sale thereof, and to take all action necessary to effect such sale;
 
(iii) the Master Collateral Agent shall execute and deliver an appropriate instrument of conveyance transferring, without representation, warranty or recourse, any portion of the Collateral in connection with a sale thereof; and
 
(iv) no purchaser or transferee at such a sale shall be bound to ascertain the Master Collateral Agent’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds.
 
(d) Any sale of all or any portion of Collateral conducted in accordance with the terms of this Section 6.10 shall be deemed to be commercially reasonable.
 
(e) The provisions of this Section 6.10 shall not be construed to restrict the ability of the Master Collateral Agent to exercise any rights and powers against the Trust or all or a portion of the Collateral that are vested in the Master Collateral Agent by this Agreement, including the power of the Master Collateral Agent to proceed against the Collateral subject to the Lien of this Agreement and to institute judicial proceedings for the collection of any deficiency remaining thereafter.
 
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(f) The purchase price received by the Master Collateral Agent in respect of any sale made in accordance with this Section 6.10 shall be deemed conclusive and binding on the parties hereto and the related Group Creditors and the proceeds of such sale shall be applied in accordance with Section 9.4.
 
ARTICLE VII
THE MASTER COLLATERAL AGENT AND THE PAYING AGENT
 
SECTION 7.1 Duties of the Master Collateral Agent.
 
(a) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Master Collateral Agent shall be subject to this Article VII.  U.S. Bank National Association is hereby appointed as the Master Collateral Agent hereunder and shall have the power and authority in such capacity to execute, deliver and perform each of its express duties as Master Collateral Agent hereunder or under the Transaction Documents.  In the performance of its duties and obligations hereunder:
 
(i) the Master Collateral Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants, duties or obligations shall be read into this Agreement against the Master Collateral Agent; and
 
(ii) in the absence of bad faith, willful misconduct or gross negligence on its part, the Master Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Master Collateral Agent and conforming to the requirements of this Agreement; provided, however, in the case of any such certificates or opinions that are specifically required to be furnished to the Master Collateral Agent pursuant to any provision of this Agreement, the Master Collateral Agent shall examine the certificates and opinions to determine whether or not they conform on their face to the specific requirements of this Agreement.  The Master Collateral Agent need not investigate or re-calculate, evaluate, verify or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the correctness of the opinions expressed therein.
 
(b) [Reserved].
 
(c) No provision of this Agreement shall be construed to relieve the Master Collateral Agent from liability for its own grossly negligent action, its own grossly negligent failure to act, its grossly negligent action or failure to act in the handling of funds or its own willful misconduct, except that:
 
(i) this clause (c) does not limit the effect of clause (a) of this Section;
 
(ii) the Master Collateral Agent shall not be liable for any error of judgment made in good faith by an officer or employee of the Master Collateral Agent unless it is proved that the Master Collateral Agent was grossly negligent in determining the relevant facts;
 
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(iii) the Master Collateral Agent shall not be liable with respect to any action taken or not taken in good faith in accordance with a direction received by it pursuant to this Agreement;
 
(iv) the Master Collateral Agent shall not be charged with knowledge of a breach of any Group Eligibility Representation (including whether any reacquisition or acquisition request remains unresolved for one-hundred eighty (180) days), Event of Default, Potential Default, Amortization Event, Potential Amortization Event, Servicer Termination Event, or Potential Servicer Termination Event unless a Responsible Person of the Master Collateral Agent obtains actual knowledge of such event or the Master Collateral Agent receives written notice of such event from the Trust, the Servicer or a Creditor Representative, as applicable.  Knowledge or information acquired by U.S. Bank National Association in its capacity as Master Collateral Agent or Paying Agent, as applicable, shall not be imputed to U.S. Bank National Association in any other capacity in which it may act under the Transaction Documents or any Series Related Documents or to any affiliate of U.S. Bank National Association and vice versa.  For the avoidance of doubt, receipt by the Master Collateral Agent of a Review Report under the Asset Representations Review Agreement shall not constitute knowledge of any such event or breach.  Upon the actual knowledge of or receipt of written notice by a Responsible Person of the Master Collateral Agent of a material breach of an Originator’s Group Eligibility Representation made in Section 3.3 of the Originator Receivables Transfer Agreement, a material breach of the Servicer’s Group Eligibility Representation made in Section 3.3 of any Additional Transferor Receivables Transfer Agreement or Section 2.7 of the Transfer and Servicing Agreement, or any other specified breach by the Servicer under the Transfer and Servicing Agreement, the Master Collateral Agent’s sole obligations are (x) at the written direction of the Majority Group Creditor Representatives, to make a demand upon the applicable Originator (or to direct the Depositor to make a demand upon the applicable Originator) to reacquire the Receivable under Section 3.4 of the Originator Receivables Transfer Agreement or upon the Servicer (or to direct the Depositor to make a demand upon the Servicer) to acquire the Receivable under Section 3.4 of the applicable Additional Transferor Receivables Transfer Agreement, if any, or Section 2.7 or Section 3.3 of the Transfer and Servicing Agreement, as applicable and (y) to the extent amounts due under clause (x) are not remitted by the applicable Originator or the Servicer, as applicable, to promptly provide written notice to the Parent Support Provider of the failure by such party to remit the related Reconveyance Amount, as set forth in clause (vii) below;
 
(v) the Master Collateral Agent shall have no duty to monitor the performance of the Trust or its agents, nor shall it have any liability in connection with malfeasance or nonfeasance by the Trust.  The Master Collateral Agent shall have no liability in connection with compliance of the Trust or its agents with statutory or regulatory requirements related to the Receivables. The Master Collateral Agent shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any grant of a security interest in the Collateral to the Master Collateral Agent;
 
(vi) the Master Collateral Agent will not be liable for any action taken or not taken by it in good faith in the administration of any Public Noteholder or Verified Note Owner vote about whether to direct the Asset Representations Reviewer to conduct an Asset Representations Review so long as the administration of such vote conforms in all material respects to the Master Collateral Agent’s standard internal vote solicitation process;
 
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(vii) promptly, but not later than five (5) days, after a Responsible Person of the Master Collateral Agent has actual knowledge of, or actually receives written notice of, the failure of (i) any Originator to remit a Reconveyance Amount under Section 3.4 or Section 4.6 of the Originator Receivables Transfer Agreement, (ii) the Servicer to remit a Reconveyance Amount under Section 3.4 or Section 3.5 of any Additional Transferor Receivables Transfer Agreement or Section 2.7 or Section 3.3 of the Transfer and Servicing Agreement, (iii) the Servicer to deposit Collections into the Collection Account when such amounts are to be deposited or (iv) the Marketing Agent to remit, or to cause the related Originator to remit, any amounts due under Section 3.11(b) of the Transfer and Servicing Agreement, the Master Collateral Agent will notify the Parent Support Provider in writing of such payment default;
 
(viii)   the Master Collateral Agent shall not be responsible for determining the reference banks, rates or method used to calculate One-Month LIBOR (as such term is defined in the Trust Financing Agreement for the applicable Series) or be liable for any error resulting from its calculation of One-Month LIBOR made in good faith.  In no event will the Master Collateral Agent be responsible for determining the unavailability of or cessation of One-Month LIBOR and any substitute or successor for One-Month LIBOR. The Master Collateral Agent will not have any liability or obligation with respect to any determination of One-Month LIBOR by the Administrator or the selection of any replacement index, or whether any conditions to the designation of such a rate have been satisfied, and shall have no obligation to monitor, give notice of, or make any determination, decision or election in connection with a Benchmark Replacement Date, Benchmark Transition Event, Benchmark Replacement, Benchmark Replacement Adjustment and/or any Benchmark Replacement Conforming Changes (as each such term is defined in the Trust Financing Agreement for the applicable Series) (all of which shall be the sole obligation of the Administrator), even if the Administrator does not act; and
 
(ix) the Master Collateral Agent shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in the Transaction Documents  as a result of the unavailability of One-Month LIBOR (or other applicable Benchmark (as such term is defined in the Trust Financing Agreement for the applicable Series)) and absence of a designated Benchmark Replacement, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Administrator, in providing any direction, instruction, notice or information required or contemplated by the terms of the Transaction Documents and reasonably required for the performance of such duties.
 
(d) The Master Collateral Agent shall not be liable for interest on any amounts received by it, except as the Master Collateral Agent may agree in writing with the Trust.
 
(e) No provision of this Agreement shall require the Master Collateral Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if it reasonably believes that repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it.
 
(f) In no event shall the Master Collateral Agent be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Master Collateral Agent is advised of the likelihood of such
 
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loss, and regardless of the form of action. In no event shall the Master Collateral Agent be liable for any failure or delay in the performance of its obligations under this Agreement or any related documents from or caused by, directly or indirectly, circumstances beyond the Master Collateral Agent’s control, including, but not limited to, strikes, work stoppages, accidents, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes, epidemics, a material adverse change in the COVID-19 pandemic or a new pandemic and interruptions, loss or malfunctions of utilities, computer services (software and hardware) or mechanical, electronic or communication systems or the Federal Reserve Bank Wire Service.  The Master Collateral Agent will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
 
(g) Except as expressly provided in this Agreement, the Master Collateral Agent shall have no obligation to administer, service or collect the Receivables or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Receivables. The Master Collateral Agent shall be under no duty or obligation in connection with the acquisition or Grant by the Trust to the Secured Parties of any item constituting the Collateral, or to evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Trust in connection with its Grant or otherwise, in each case, in order to determine compliance with applicable requirements of and restrictions on transfer in respect of such Collateral.
 
(h) The Master Collateral Agent shall not have any duty or responsibility to  (i) take any action in respect of any recording, filing, or depositing of this Agreement or any other agreement or instrument, monitoring or filing any financing statement, amendment or continuation statement evidencing a security interest, the maintenance of any such recording, filing or depositing or any re-recording, re-filing or re-depositing of any thereof, or otherwise monitoring the perfection, continuation of perfection or the sufficiency or validity of any security interest in or related to the Collateral absent written direction of the Creditor Representatives in accordance with Section 5.1(c) or Section 6.6, (ii) take any action with respect to the acquisition or maintenance of any insurance, (iii) make any filing pursuant to federal, State or foreign tax laws or the payment or discharge of any tax, assessment, or other governmental charge or any Lien of any kind owing with respect to, assessed or levied against, any part of the Collateral, (iv) take any action to protect against any diminution in value of the Collateral, or (v) monitor or enforce any risk retention requirements.
 
(i) The Master Collateral Agent:
 
(i) shall at all times be a “participant” (as such term is defined in the Federal Book-Entry Regulations) in the Federal Reserve System;
 
(ii) shall, to the extent that any of the Trust Accounts is a securities account (as such term is defined in the UCC), comply with all of the obligations of a securities intermediary under Article 8 of the UCC with respect thereto;
 
(iii) agrees that each item of property including cash received by it for deposit in or credit to a Trust Account, and each investment made by it pursuant to the Transaction
 
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Documents or Series Related Documents, as applicable, shall constitute and be treated by it as a financial asset; and
 
(iv) shall not, except as provided herein, consent to or permit anyone to have “control” (as such term is defined in Section 8-106 of Article 8 of the UCC and Section 9-104 of Article 9 of the UCC) of any of the Trust Accounts.
 
(j) The Master Collateral Agent will not have any obligation or responsibility to monitor or enforce the Sponsor’s compliance with any risk retention requirements under the U.S. Credit Risk Retention Rules or other rules or regulations relating to risk retention.  The Master Collateral Agent shall not be charged with knowledge of such rules, nor shall it be liable to any Creditor or other party for violation of such rules now or hereafter in effect, except as otherwise may be explicitly required by law, rule or regulation.
 
(k) Except as required by the Transaction Documents and any Series Related Documents to which the Master Collateral Agent is a party, the Master Collateral Agent shall not be liable for the dissemination of any information contained in any Review Report or summary thereof, any 10-D or other filing, or any other dissemination of information required or made in accordance with the Transaction Documents and any Series Related Documents and shall have no responsibility, or liability for the failure of any party to redact or remove any Personally Identifiable Information or other confidential information in any document.
 
SECTION 7.2 Rights of the Master Collateral Agent.
 
(a) Subject to the provisions of Section 7.1:
 
(i) the Master Collateral Agent may conclusively rely on and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note, debenture, evidence of indebtedness or any other paper or document believed by it to be genuine and which appears on its face to be properly executed and signed or presented by the proper Person.  The Master Collateral Agent is not required to investigate any facts or matters or to verify any calculations or amounts stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note, debenture, other evidence of indebtedness, or other paper or document, but the Master Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Master Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Trust, personally or by agent or attorney.  The Master Collateral Agent will not be liable for any action taken or not taken in good faith in reliance on a document reasonably believed by it to be genuine;
 
(ii) before the Master Collateral Agent acts or does not act, it may require and conclusively rely on an Officer’s Certificate or an Opinion of Counsel, at the expense of the Trust.  The Master Collateral Agent will not be liable for any action taken or not taken in good faith in reliance on an Officer’s Certificate or Opinion of Counsel;
 
(iii) the Master Collateral Agent may exercise its rights or powers under this Agreement or perform its obligations under this Agreement either directly or by or through agents
 
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or attorneys or a custodian or nominee.  The Master Collateral Agent will not be responsible for misconduct or negligence on the part of, or for the supervision of, the agent, counsel, custodian or nominee appointed with due care by it under this Agreement;
 
(iv) the Master Collateral Agent will not be liable for any action taken or not taken in good faith which it believes to be authorized or within its rights or powers under this Agreement so long as the action taken or not taken does not amount to gross negligence;
 
(v) the Master Collateral Agent, at the expense of the Trust, may consult with counsel, accountants, appraisers or other experts or advisors, and the advice or opinion of counsel, accountants, appraisers or other experts or advisors on any matters relating to this Agreement, the Transaction Documents and the Series Related Documents will be full and complete authorization and protection from liability for any action taken or not taken by it under this Agreement in good faith and according to the advice or opinion of that counsel, accountant, appraiser or other expert or advisor;
 
(vi) the Master Collateral Agent shall not be bound to ascertain or inquire as to the performance or satisfaction of any covenants, conditions or agreements on the part of the Trust or required to determine the materiality or adverse effect of breaches of representations or warranties or other events for purposes of notice or enforcement hereunder or under the Transaction Documents or any other Series Related Document;
 
(vii) the Master Collateral Agent may request that the Trust and any other Person deliver a certificate setting forth the names of Responsible Persons and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement and the Master Collateral Agent shall have the right to require that any directions, instructions or notices provided to it be signed by a Responsible Person, be provided on corporate letterhead, or contain such other evidence as may be reasonably requested by the Master Collateral Agent to establish the identity and/signatures thereon.  The identity of such Responsible Persons, as well as their specimen signatures, title, telephone number and e-mail address, shall be delivered to the Master Collateral Agent and shall remain in effect until the applicable party, or an entity acting on its behalf, notifies the Master Collateral Agent of any change thereto;
 
(viii)   the Master Collateral Agent shall be under no obligation to (i) exercise any of the rights or powers vested in it by, or expend or risk its own funds or incur any financial liability in the performance of its obligations under, this Agreement or any other Transaction Documents or other Series Related Documents or (ii) start, pursue or defend litigation, investigate any matter or honor the request or direction of any of the Creditor Representatives (or any Creditor) pursuant to this Agreement (other than (x) requests, demands or directions relating to an asset representations review demand as set forth in Article XII of this Agreement and Section 11.1 of the Transfer and Servicing Agreement, (y) forwarding notices related to dispute resolution procedures as set forth in Section 11.2 of the Transfer and Servicing Agreement and (z) facilitating creditor communications pursuant to Section 8.4 of this Agreement), if the Master Collateral Agent reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with that request or direction.  Notwithstanding anything to the contrary in this Agreement, the Master Collateral Agent will not be required to take any action if (A) the Master Collateral Agent is advised by counsel that the action it is directed
 
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to take is in conflict with applicable Laws or this Agreement, any Transaction Document or any other Series Related Document or (B) the Master Collateral Agent determines in good faith that the requested actions would be illegal or involve the Master Collateral Agent in personal liability;
 
(ix) delivery of reports, information and documents to the Master Collateral Agent shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Trust’s or any other entity’s compliance with any covenants under this Agreement or any other related documents;
 
(x) the permissive rights of the Master Collateral Agent to do things enumerated in this Agreement shall not be construed as a duty and the Master Collateral Agent shall not be answerable for other than its gross negligence, bad faith or willful misconduct; and
 
(xi) any request or direction or action of the Trust mentioned herein shall be sufficiently evidenced by a Trust Order.
 
(b) The Master Collateral Agent will not be liable for (a) the validity or adequacy of this Agreement or the Credit Extensions, (b) the Trust’s use of the proceeds from the Credit Extensions, or (c) any statement of the Trust in this Agreement, the Transaction Documents or in any other Series Related Documents.
 
(c) In the performance of its duties and obligations hereunder and under any Transaction Document, the Paying Agent shall be entitled to all of the same rights, protections, indemnities and immunities as the Master Collateral Agent hereunder as if expressly set forth herein.
 
(d) It is expressly acknowledged, agreed and consented to that U.S. Bank National Association will be acting in the capacities of Master Collateral Agent and Paying Agent hereunder, and may also act in the capacity of Indenture Trustee and/or Paying Agent under an Indenture.  U.S. Bank National Association may, in such multiple capacities, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by U.S. Bank National Association of express duties set forth in this Agreement or any Indenture in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the parties hereto and any other person having rights pursuant hereto.
 
SECTION 7.3 Funds Held in Trust.  Funds and investments and other property held by the Master Collateral Agent, any Paying Agent or any Creditor Representative shall be held in trust in one or more Trust Accounts hereunder, but need not be segregated from other funds except to the extent required by Law.
 
SECTION 7.4 Compensation and Indemnity.
 
(a) As compensation for its services as Master Collateral Agent and Paying Agent hereunder, the Trust shall pay, pursuant to the priority of payments contained herein and in each Trust Financing Agreement, to the Master Collateral Agent from time to time the Master Collateral Agent Fee in such amounts as the Trust and the Master Collateral Agent may agree in writing
 
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(which compensation shall not be limited by any law on compensation of a trustee of an express trust) from time to time.  The Trust shall reimburse, pursuant to the priority of payments contained herein and in each Trust Financing Agreement, the Master Collateral Agent, for all reasonable and documented out-of-pocket expenses incurred or made by it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing notices and costs of counsel, in addition to the compensation for its services.  Such expenses shall include the reasonable compensation and out-of-pocket expenses, disbursements and advances of the Master Collateral Agent’s agents, counsel, accountants and experts, but exclude expenses resulting from its willful misconduct, bad faith or gross negligence.  The Trust shall indemnify, pursuant to the priority of payments contained herein and in each Trust Financing Agreement, the Master Collateral Agent and its officers, directors, employees, agents, successors and assigns (each individually an “Indemnified Person” and collectively, the  “Indemnified Persons”) against any and all losses, liabilities, claims, damages,  actions, suits, stamp or similar taxes, fees, penalties, disbursements and reasonable and documented out-of-pocket costs or expenses (including, but not limited to, reasonable attorneys’ fees and expenses, including reasonable legal fees and expenses in connection with the enforcement of its rights (including rights of indemnification) hereunder) of whatever kind or nature regardless of merit, demanded, asserted or claimed against or incurred by them (collectively, “Indemnified Amounts”) to the extent related to or arising out of the administration of this Agreement and the performance of its duties hereunder or under the Transaction Documents or any other Series Related Documents, including the costs and expenses of enforcing this Agreement against the Trust (including this Section 7.4) and defending itself against or investigating any claims (whether asserted by the Trust, any Creditor or any other Person), not resulting from the gross negligence, bad faith or willful misconduct by the Indemnified Person seeking indemnification.  The Master Collateral Agent shall notify the Trust promptly of any claim for which it may seek indemnity.  Failure by the Master Collateral Agent to so notify the Trust shall not relieve the Trust of its obligations hereunder.  The Trust may participate in and assume the defense and settlement of any proceeding at its expense.  If the Trust notifies the Indemnified Person of its intention to assume the defense of such proceeding, the Trust will assume such defense with counsel reasonably satisfactory to the Indemnified Person and in a manner reasonably satisfactory to the Indemnified Person.  The Trust will not be liable for legal expenses of separate counsel to the Indemnified Person unless there is a conflict between the interests of the Trust and the Indemnified Person.  If there is a conflict or if the parties cannot reasonably agree as to the selection of counsel, the Trust will pay for the separate counsel to the Indemnified Person.  No settlement of the proceeding in which a claim is brought against the Trust may be settled in the name of, on behalf of or in any manner in which the Trust is understood to acknowledge the validity of any claim without the approval of the Trust and the Indemnified Person, which approvals will not be unreasonably withheld.  This Section 7.4 shall not limit or affect any other rights, including indemnification rights that the Master Collateral Agent may have hereunder, under the Transaction Documents or any other Series Related Document or under applicable Law.
 
(b) To the fullest extent permitted by Law, Indemnified Amounts to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Trust prior to the final disposition of any matter upon receipt by the Trust of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be finally determined by a court of competent jurisdiction that the Indemnified Person is not entitled to such Indemnified Amounts under this Agreement.  Amounts payable by the Trust under this Section 7.4 shall be paid in accordance with
 
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the priority of payments contained herein and in each Trust Financing Agreement.  The Trust’s payment and indemnification obligations to the Master Collateral Agent pursuant to this Section 7.4 shall survive the discharge of this Agreement, or the earlier resignation or removal of the Master Collateral Agent.  When the Master Collateral Agent incurs expenses after the occurrence of an Event of Default as a result of any Insolvency Event with respect to the Trust, the expenses are intended to constitute expenses of administration under any Debtor Relief Law.
 
(c) It is expressly understood and agreed that the Paying Agent shall be entitled to the same rights of compensation and indemnification as the Master Collateral Agent pursuant to this Section 7.4; provided that if the Paying Agent and the Master Collateral Agent are the same Person, the Trust shall be responsible for paying any such compensation and indemnification without duplication.
 
SECTION 7.5 Resignation and Removal; Appointment of Successor.
 
(a) No resignation or removal of the Master Collateral Agent and no appointment of a successor Master Collateral Agent shall become effective until the acceptance of appointment by the successor Master Collateral Agent pursuant to this Section 7.5.  The Master Collateral Agent may resign at any time by giving ninety (90) days written notice to the Trust and each Creditor Representative. The Majority Creditor Representatives may remove the Master Collateral Agent by so notifying the Master Collateral Agent in writing and may appoint a successor Master Collateral Agent (so long as no Servicer Termination Event or Event of Default exists at such time, with the consent of the Trust, such consent not to be unreasonably withheld, delayed or conditioned).  The Trust shall remove the Master Collateral Agent if:
 
(i) the Master Collateral Agent fails to comply with Section 7.8;
 
(ii) the Master Collateral Agent is subject to an Insolvency Event;
 
(iii) a receiver or other public officer takes charge of the Master Collateral Agent or its property; or
 
(iv) the Master Collateral Agent otherwise becomes incapable of acting or it becomes unlawful for it to do so.
 
(b) If the Master Collateral Agent resigns or is removed or if a vacancy exists in the office of the Master Collateral Agent for any reason (the Master Collateral Agent in such event being referred to herein as the retiring Master Collateral Agent), the Trust or Majority Creditor Representatives shall promptly appoint a successor Master Collateral Agent.
 
(c) A successor Master Collateral Agent shall deliver a written acceptance of its appointment to the retiring Master Collateral Agent and to the Trust.  Thereupon the resignation or removal of the retiring Master Collateral Agent shall become effective, and the successor Master Collateral Agent shall have all the rights, powers and duties of the Master Collateral Agent under this Agreement.  The successor Master Collateral Agent shall mail a notice of its succession to Creditors.  The retiring Master Collateral Agent shall promptly transfer all property held by it as the Master Collateral Agent to the successor Master Collateral Agent.
 
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(d) If a successor Master Collateral Agent does not take office within sixty (60) days after the retiring Master Collateral Agent resigns or is removed, the retiring Master Collateral Agent, the Trust or Majority Creditor Representatives may petition any court of competent jurisdiction for the appointment of a successor Master Collateral Agent.
 
(e) If the Master Collateral Agent fails to comply with Section 7.8, any Creditor may petition any court of competent jurisdiction for the removal of the Master Collateral Agent and the appointment of a successor Master Collateral Agent.
 
(f) Notwithstanding the replacement of the Master Collateral Agent pursuant to this Section 7.5, the Trust’s obligations under Section 7.4 shall continue for the benefit of the retiring Master Collateral Agent.  The retiring Master Collateral Agent shall have no liability for any act or omission by any successor Master Collateral Agent.
 
SECTION 7.6 Successor Master Collateral Agent by Merger.  If the Master Collateral Agent consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be the successor Master Collateral Agent; provided that such Person shall be otherwise qualified and eligible under Section 7.8.
 
SECTION 7.7 Appointment of Co-Agent or Separate Agent.(a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Master Collateral Agent shall have the power and may execute and deliver all instruments to appoint one or more Person(s) to act as co-agent(s), or separate agent(s) for the benefit of the Creditors, and to vest in such Person(s), in such capacity, all rights hereunder with respect to the Collateral, or any part thereof, and, subject to the other provisions of this Section 7.7, such powers, duties, obligations, rights and trusts as the Master Collateral Agent may consider necessary or desirable.  No co-agent or separate agent hereunder shall be required to meet the terms of eligibility as a successor Master Collateral Agent under this Section 7.7, and no notice to Creditors of the appointment of any co-agent or separate agent shall be required under Section 7.5.
 
(b) Every separate agent and co-agent shall, to the extent permitted by Law, be appointed and act subject to the following provisions and conditions:
 
(i) all rights, powers, duties and obligations conferred or imposed upon the Master Collateral Agent set forth in the instrument of appointment shall be conferred or imposed upon and exercised or performed by the separate agent or the Master Collateral Agent and co-agent jointly (it being understood that a co-agent is not authorized to act separately without the Master Collateral Agent joining in such act, except to the extent that under any Law of any jurisdiction in which any particular act(s) are to be performed, the Master Collateral Agent shall be incompetent or unqualified to perform such act(s), in which event such rights, powers, duties and obligations (including the holding of rights with respect to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by the co-agent, but solely at the direction of the requisite Creditor Representatives);
 
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(ii) no agent hereunder shall be personally liable by reason of any act or omission of any other agent hereunder; and
 
(iii) the Master Collateral Agent may at any time accept the resignation of or remove, in its sole discretion, any separate agent or co-agent.
 
(c) Any notice, request or other writing given to the Master Collateral Agent shall be deemed to have been given to each of the then separate agents and co-agents, as effectively as if given to each of them.  Every instrument appointing any separate agent or co-agent shall refer to this Agreement and the conditions of this Article VII.  Each separate agent and co-agent, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Master Collateral Agent or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Master Collateral Agent.
 
(d) Any separate agent or co-agent may at any time constitute the Master Collateral Agent as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.  If any separate agent or co-agent shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Master Collateral Agent, to the extent permitted by Law, without the appointment of a new or successor agent.  The Master Collateral Agent shall have no obligation to determine whether a co-agent or separate agent is legally required in any jurisdiction in which any portion of the Collateral may be located.
 
SECTION 7.8 Eligibility; Disqualification.  There shall at all times be a Master Collateral Agent hereunder which shall (a) be a bank organized and doing business under the laws of the United States of America, any State or the District of Columbia, authorized under such laws to exercise corporate trust powers; (b) have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition; and (c) be a Qualified Institution.
 
If such bank publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 7.8, the combined capital and surplus of such bank shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If at any time the Master Collateral Agent shall cease to be eligible in accordance with the provisions of this Section 7.8, it shall resign immediately in the manner and with the effect specified in this Article VII.
 
SECTION 7.9 Representations and Warranties.  The Master Collateral Agent hereby represents and warrants that:
 
(a) the Master Collateral Agent is duly organized, validly existing and qualified as a national banking association under the federal laws of the United States;
 
(b) the Master Collateral Agent has the corporate power and authority to execute, deliver and perform this Agreement and to carry out its obligations hereunder; the Master
 
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Collateral Agent satisfies the eligibility requirements set forth in Section 7.8 hereof; and the execution, delivery and performance of this Agreement have been duly authorized by the Master Collateral Agent by all necessary action;
 
(c) each of this Agreement, the Transaction Documents and the other Series Related Documents to which it is a party has been duly executed and delivered by the Master Collateral Agent and constitutes the legal, valid and binding obligation of the Master Collateral Agent, enforceable against the Master Collateral Agent in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law) and with respect to rights of indemnity hereunder, limitations of public policy under applicable securities laws;
 
(d) to the best knowledge of the Responsible Persons of the Master Collateral Agent, the Master Collateral Agent is not in breach of or default under any law or regulation of the United States of America, or any department, division, agency or instrumentality thereof having jurisdiction over the trust powers of the Master Collateral Agent which would materially impair the ability of the Master Collateral Agent to perform its obligations hereunder; and
 
(e) to the best knowledge of the Responsible Persons of the Master Collateral Agent, no authorization, consent or other order of any federal government authority or agency having jurisdiction over the trust powers of the Master Collateral Agent are required to be obtained by the Master Collateral Agent for the valid authorization, execution and delivery by the Master Collateral Agent of this Agreement.
 
SECTION 7.10 The Paying Agent.
 
(a) The Trust hereby appoints the Master Collateral Agent as the initial Paying Agent.  All payments of amounts due and payable with respect to any Credit Extensions that are to be made from amounts withdrawn from any Trust Account pursuant to Article IX and the applicable Trust Financing Agreement shall be made on behalf of the Trust by the Paying Agent or by such party as set forth therein.
 
(b) The Paying Agent hereby agrees that subject to the provisions of this Section 7.10, it shall:
 
(i) hold any sums held by it for the payment of amounts due with respect to the Credit Extensions in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;
 
(ii) give the Master Collateral Agent and each Creditor Representative prompt notice of any default by the Trust of which a Responsible Person of the Paying Agent has actual knowledge in the making of any payment required to be made with respect to the Credit Extensions;
 
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(iii) at any time during the continuance of any default referenced in clause (ii) above, upon the written request of the Master Collateral Agent, forthwith pay to the Master Collateral Agent any sums so held in trust by such Paying Agent; and
 
(iv) immediately resign as a Paying Agent and forthwith pay to the Master Collateral Agent any sums held by it in trust for the payment of Credit Extensions if at any time it ceases to meet the standards set forth in Section 7.8 required to be met by a Paying Agent.
 
(c) The Trust shall at any time when necessary or required, for the purpose of obtaining the satisfaction and discharge of this Agreement with respect to all the Credit Extensions or for any other purpose, by Trust Order, cause any Paying Agent other than the Master Collateral Agent to pay to the Master Collateral Agent any sums held in trust by such Paying Agent with respect to the Credit Extensions, such sums to be held by the Master Collateral Agent upon the same trusts as those upon which the sums were held by such Paying Agent and, in the case of satisfaction and discharge of this Agreement, applied according to Article IX; and upon such payment by any Paying Agent to the Master Collateral Agent, such Paying Agent shall be released from all further liability with respect to such sums.
 
(d) Subject to applicable laws with respect to escheat of funds, any amounts held by the Master Collateral Agent or any Paying Agent in trust for the payment of any amount due with respect to any Credit Extension and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Trust on a Trust Order; and the related Creditor shall thereafter, as an unsecured general creditor, look only to the Trust for payment thereof (but only to the extent of the amounts so paid to the Trust), and all liability of the Master Collateral Agent or such Paying Agent with respect to such trust funds shall thereupon cease; provided, however, that the Master Collateral Agent or such Paying Agent, before being required to make any such repayment, shall at the expense and direction of the Trust cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such funds remain unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such funds then remaining will be repaid to the Trust.
 
(e) Each Paying Agent (other than the initial Paying Agent) shall be appointed by Trust Order with written notice thereof to the Master Collateral Agent and each Creditor Representative.  The initial Paying Agent shall be U.S. Bank National Association, in its capacity as Master Collateral Agent, and shall be deemed to be eligible hereunder.  Any successor Paying Agent appointed by the Trust shall be a Person who would be eligible to be Master Collateral Agent hereunder as provided in Section 7.8.
 
(f) The Paying Agent shall be entitled to (and shall be entitled to enforce) all of the protections, rights, exculpations, immunities and indemnities afforded to the Master Collateral Agent under this Agreement.
 
SECTION 7.11 Reports by Master Collateral Agent.
 
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(a) Annual Assessment of Compliance.  On or before March 1st of each year during which an Indenture Series is outstanding and for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Trust, beginning in the year after the date hereof, the Master Collateral Agent shall:
 
(i) deliver to the Trust, the Depositor, the Administrator and the Servicer, a report regarding the Master Collateral Agent’s assessment of compliance with the Servicing Criteria specified on Exhibit B during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Master Collateral Agent, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.  Such report shall be addressed to the Trust and signed by an authorized officer of the Master Collateral Agent; and
 
(ii) deliver to the Trust, the Depositor, the Administrator and the Servicer a report of a registered public accounting firm reasonably acceptable to the Trust and the Administrator that attests to, and reports on, the assessment of compliance made by the Master Collateral Agent and delivered pursuant to the preceding paragraph.  This attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act.
 
The reports will be delivered in a format suitable for filing with the Commission on EDGAR.
 
(b) Obligation to Update Disclosure.  The Master Collateral Agent will notify and provide information, and certify that information in an Officer’s Certificate, to the Trust, the Administrator and the Depositor on the occurrence of any event or condition relating to the Master Collateral Agent or actions taken by the Master Collateral Agent that (i) may be required to be disclosed by the Trust under Item 2 (the institution of, material developments in, or termination of legal proceedings against the Master Collateral Agent that are material to the Noteholders of an Indenture Series) of Form 10-D under the Exchange Act within five (5) Business Days of a Responsible Person of the Master Collateral Agent having actual knowledge of such proceeding, (ii) the Trust, or the Administrator on behalf of the Trust, reasonably requests of the Master Collateral Agent that the Administrator believes is necessary to comply with the Trust’s reporting obligations under the Exchange Act within two (2) Business Days of request, (iii) is required to be disclosed under Item 5 (submission of matters to a vote of the Creditors) of Form 10-D under the Exchange Act (other than with respect to submissions of matter to a vote of the Public Noteholders of a Group pursuant to Article XII of this Agreement) within five (5) Business Days of a Responsible Person of the Master Collateral Agent having actual knowledge of the submission, or (iv) is required to be disclosed under Item 6.04 (failure to make a distribution when required) of Form 8-K under the Exchange Act within two (2) Business Days of the failure to make a distribution when required, as applicable.
 
SECTION 7.12 Reporting of Receivables Reacquisition and Acquisition Demands.  The Master Collateral Agent will (a) notify the Sponsor, the Administrator, the Depositor and the Servicer, as soon as practicable and within five (5) Business Days, of demands or requests actually received by a Responsible Person of the Master Collateral Agent for the reacquisition or acquisition, as applicable, of any Receivable under Section 3.4 of the Originator Receivables Transfer Agreement, Section 3.4 of any Additional Transferor Receivables Transfer Agreement
 
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or Sections 2.7 of the Transfer and Servicing Agreement, (b) promptly on request by the Sponsor, the Depositor, the Administrator or the Servicer, provide to them other information reasonably requested and within its possession to facilitate compliance by them with Rule 15Ga-1 under the Exchange Act and (c) if requested by the Sponsor, the Depositor, the Administrator or the Servicer, provide a written certification no later than fifteen (15) days following the end of any quarter or year that the Master Collateral Agent has not received any reacquisition demands or requests for that period, or if reacquisition or acquisition, as applicable, demands or requests have been received during that period, that the Master Collateral Agent has provided all the information reasonably requested under clause (b) above.  The Master Collateral Agent and the Trust will not have responsibility or liability for a filing required to be made by a securitizer under the Exchange Act.
 
ARTICLE VIII
CREDITORS LISTS; COMMUNICATIONS
 
SECTION 8.1 Creditors Lists.  The Trust will furnish or cause to be furnished to the Master Collateral Agent, a list of the names, addresses, wiring instructions and taxpayer identification numbers of the Creditor Representatives of each Series as the Master Collateral Agent may reasonably request in writing, within ten (10) days after receipt by the Trust of any such request and as of a date not more than ten (10) days prior to the time such list is furnished.  The Creditor Representative with respect to a Series shall, upon request of the Trust or the Master Collateral Agent, provide to the Trust or the Master Collateral Agent a list of the Creditors under such Series and each related Trust Financing of such Series, indicating their respective names, addresses, taxpayer identification numbers and the then outstanding principal amount of their respective Credit Extensions.
 
SECTION 8.2 Preservation of Information; Communications to Creditors.  The Master Collateral Agent shall preserve, at all times, the names and addresses of the Creditors contained in the most recent list furnished to the Master Collateral Agent as provided in Section 8.1.  The Master Collateral Agent shall be entitled to conclusively rely upon the most recent list furnished to it pursuant to Section 8.1.  The Master Collateral Agent may destroy any list furnished to it as provided in Section 8.1 upon receipt of a new list so furnished.
 
SECTION 8.3 List of Creditors.  Creditors holding not less than ten percent (10%) of the Credit Exposure of any Trust Financing may obtain access to the list of Creditors so held by the Master Collateral Agent under Section 8.2 for the purpose of communicating with the other Creditors.  The Master Collateral Agent may elect not to allow the requesting Creditors access to the list of Creditors if the Master Collateral Agent agrees to mail the requested communication or proxy, on behalf and at the expense of the requesting Creditors, to all Creditors of record.
 
SECTION 8.4 Noteholder Communications.  A Noteholder of any Indenture Series or a Verified Note Owner may send a written request to the Trust (or the Administrator, on behalf of the Trust) stating that such Noteholder or Verified Note Owner is interested in communicating with Noteholders and Note Owners of other Publicly Registered Credit Extensions about the possible exercise of rights under the Transaction Documents.  The Administrator has agreed in Section 2.9 of the Administration Agreement to include in the Form 10-D for any Collection Period any written request received by the Administrator during that Collection Period from a Noteholder
 
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of any Indenture Series or a Verified Note Owner to communicate with Noteholders and Note Owners of other Publicly Registered Credit Extensions regarding exercising their rights under the Transaction Documents.
 

 
ARTICLE IX
ACCOUNTS, DISBURSEMENTS AND RELEASES
 
SECTION 9.1Collection of Amounts Due.  Except as otherwise expressly provided herein and in any Trust Financing Agreement, the Master Collateral Agent may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all sums and other property payable to or receivable by the Master Collateral Agent pursuant to this Agreement.  The Master Collateral Agent shall apply all such amounts received by it as provided in this Agreement.  In the event that there are no Trust Financings Outstanding, the Master Collateral Agent and/or the Paying Agent is entitled to withdraw amounts from the Collection Account to pay any reasonable fees, expenses and indemnities due and owing to the Master Collateral Agent and the Paying Agent under this Agreement, the Transaction Documents and any Series Related Documents.
 
SECTION 9.2 Trust Accounts.  On or prior to the date hereof (in respect of clause (i) below) or the Closing Date for the applicable Trust Financing (in respect to clause (ii) below), the Trust shall have established and thereafter maintained the following accounts with a Qualified Institution (the “Trust Accounts”):
 
(i) Collection Account; and
 
(ii) any applicable Trust Financing Accounts for the applicable Trust Financing.
 
(b) The Collection Account shall be maintained in accordance with the applicable Account Control Agreement.
 
(c) With respect to the Trust Account Property, the Trust and the Master Collateral Agent agree, as security for the Trust’s obligations under this Agreement, that:
 
(A) any Trust Account Property that constitutes, or is held through or in, a deposit account (as such term is defined in the UCC) shall be, or shall be held through or in, an account maintained with a Qualified Institution continuously identified in the deposit bank’s books and records as subject to a security interest of the Master Collateral Agent and, except as may be expressly provided herein to the contrary, in order to perfect the security interest of the Master Collateral Agent in accordance with Section 9-104 of the UCC, the Master Collateral Agent shall have the power to direct disposition of the funds in such deposit account without further consent by the Trust; provided, however, that prior to delivery by the Master Collateral Agent to the Trust of notice otherwise, the Trust shall direct the disposition of the funds in such deposit account in accordance with the terms of the Transaction Documents and the other Series Related Documents; provided, further, that the Master Collateral Agent agrees with the Trust that it will not deliver such
 
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notice or exercise its power to direct disposition of the funds in such deposit account unless an Event of Default for the related Group has occurred and is continuing; provided, further, that the Master Collateral Agent agrees for the benefit of the Creditors to give any such notice or direction upon the direction of Creditor Representatives representing Creditors holding not less than a majority of the Credit Extensions of the affected Trust Financings; and
 
(B) any Trust Account Property that constitutes a Permitted Investment or a similar investment shall be held by a securities intermediary under and in accordance with an account control agreement in form and substance reasonably satisfactory to the Master Collateral Agent and the Majority Creditor Representatives and shall be subject to the Master Collateral Agent’s security interest in such Trust Account Property.
 
(d) The Servicer may instruct (by standing instructions or otherwise) the institution maintaining the Collection Account to invest funds on deposit in the Collection Account from time to time in Permitted Investments in the name of the Master Collateral Agent, and Permitted Investments shall be credited to the Collection Account; provided, however, that any such investment shall mature not later than the second Business Day prior to the first Payment Date following the date on which such investment was made.  The Servicer shall not direct the Master Collateral Agent to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment. In the absence of written investment instructions hereunder, funds on deposit in the Collection Account shall remain uninvested.  With respect to the Collection Account, all interest and earnings (net of losses and investment expenses) paid on funds on deposit in or on any security entitlement with respect to financial assets credited to the Collection Account shall be deemed to be on deposit therein and available for distribution unless previously distributed pursuant to the terms hereof.
 
SECTION 9.3 Rights of Creditors.  The Collateral shall secure the rights of the Creditors to receive (i) the portion of Group Available Funds allocable to the Creditors of such Trust Financing pursuant to this Agreement and the related Trust Financing Agreement, (ii) funds and other property credited to the Collection Account (or any subaccount thereof) allocable to the Creditors of such Trust Financing and such Person pursuant to this Agreement and such Trust Financing Agreement, (iii) funds and other property credited to any related Trust Financing Account and (iv) funds available pursuant to any related Series Enhancement, it being understood that, except as specifically set forth in the Trust Financing Agreement with respect thereto, (a) the Credit Extensions of any Trust Financing shall not be secured by any interest in any Trust Financing Account or Series Enhancement specifically pledged for the sole benefit of another Trust Financing and (b) upon (x) the termination of all commitments, if any, to extend credit under the related Trust Financing Agreement and (y) the termination of the related Trust Financing Agreement in accordance with its terms, amounts on deposit in any Trust Financing Account specifically pledged for the sole benefit of such Trust Financing or amounts received in respect of any Series Enhancement specifically pledged for the sole benefit of such Trust Financing, shall be released to the Equityholder.
 
SECTION 9.4 Collections and Allocations.
 
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(a) The Servicer shall allocate Group Available Funds to (i) each Trust Financing in the related Group in accordance with its Series Allocation Percentage and (ii) the Certificateholders in accordance with the Transferor Percentage for the related Group, in each case, on the first Determination Date following the Collection Period in which such amounts are received. Notwithstanding the foregoing, in the event that any Trust Financing related to a Group is in an Amortization Period, the Servicer shall allocate (i) the related Amortizing Series Group Available Funds to each Trust Financing related Group in an Amortization Period and (ii) all related Group Available Funds in excess of the Amortizing Series Group Available Funds (A) to each Trust Financing in the related Group not in an Amortization Period in accordance with its Series Allocation Percentage (calculated excluding all Trust Financings related to such Group in an Amortization Period) and (B) the Certificateholders in accordance with the Transferor Percentage for such Group (calculated excluding all Trust Financings related to such Group in an Amortization Period), in each case, on the first Determination Date following the Collection Period in which such amounts are received.  Promptly following identification thereof, the Servicer shall direct the Paying Agent in writing to withdraw and pay amounts on deposit in the Collection Account that do not constitute Group Available Funds and to distribute such amounts to the Servicer to be further distributed to the owner thereof.
 
(b) On the Business Day preceding each Payment Date, the Servicer shall direct the Paying Agent in writing to withdraw from the Collection Account and remit to the Distribution Account for each Series then Outstanding, an amount equal to the aggregate amount of related Group Available Funds allocated to such Series in accordance with Section 9.4(a) for the applicable Collection Period.  On each Payment Date, the Servicer shall direct the Paying Agent in writing to withdraw from the Collection Account an amount equal to the aggregate amount of Group Available Funds for each Group allocated to the Certificateholders in accordance with the Transferor Percentage pursuant to Section 9.4(a) for the applicable Collection Period and remit such amount sequentially, as follows: (i) first to the Master Collateral Agent, the Owner Trustee and the Asset Representations Reviewer, pro rata based on amounts due, the Transferor’s Percentage of the Master Collateral Agent Fee, the Owner Trustee Fee and the Asset Representations Reviewer Fee and the expenses and indemnities due to the Master Collateral Agent, the Owner Trustee and the Asset Representations Reviewer for such Payment Date and (ii) second, to the Equityholder, any remaining amounts.
 
(c) The amount remitted to the Distribution Account for each Series pursuant to the preceding clause (b) shall be distributed on each Payment Date in accordance with the terms of the Trust Financing Agreement for such Series.
 
(d) On any Acquisition Date, the Trust (or the Servicer on its behalf) may, subject to any other restrictions in any Transaction Document or other Series Related Document, use Group Available Funds for the Group to which the related Receivables will be designated in an amount equal to the aggregate Receivables Cash Transfer Amount of the related Receivables to pay the Receivables Cash Transfer Amount for Receivables to be acquired by the Trust; provided, that (i) no amount of Group Available Funds shall be withdrawn from any Trust Financing Account to pay the Receivables Cash Transfer Amount and (ii) neither the Trust nor the Servicer shall make any such payment unless, in either such case:
 
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(i) no event has occurred and is continuing, or would result from such withdrawal, which constitutes (i) an Amortization Event or Potential Amortization Event for any Series related to the Group to which such Receivables will be designated, (ii) a Potential Default, Event of Default or Pool Balance Deficit for the Group to which such Receivables will be designated or (iii) a Servicer Termination Event or Potential Servicer Termination Event, in each case determined based on calculations as of the related Measurement Date;
 
(ii) immediately after giving effect to such acquisition of Receivables, the Trust shall be in compliance in all material respects with all representations, warranties and covenants under the Transaction Documents and the other Series Related Documents;
 
(iii) the Servicer shall have delivered to the Depositor, the Trust, the Master Collateral Agent and each related Group Creditor Representative the related Acquisition Date Supplement no later than the Payment Date related to the Collection Period in which such Acquisition Date occurs; and
 
(iv) the related Receivables are Eligible Receivables with respect to one or more related Group Series for which Credit Extensions are Outstanding as of the related Acquisition Date.
 
Upon each withdrawal of or direction to withdraw Group Available Funds from the Collection Account pursuant to this Section 9.4(d), each of the Trust and the Servicer shall be deemed to represent and warrant to the Master Collateral Agent that each of the foregoing conditions have been satisfied with respect thereto.
 
(e) The Trust (or the Servicer on its behalf) may, subject to any other restrictions in any Transaction Document or other Series Related Document, (i) so long as Group Available Funds in excess of the aggregate Series Monthly Payment Amount for all Group Series for the related Payment Date are on deposit in the Collection Account (after giving effect to any prepayment or distribution made pursuant to this clause (e)), use the Aggregate Non-Amortizing Series Allocation Percentage of related Group Available Funds in excess of the aggregate Series Monthly Payment Amount for all Group Series for the related Payment Date on deposit in the Collection Account to make a voluntary prepayment of any related Credit Extensions related to such Group, subject to the provisions of the related Trust Financing Agreement, (ii) (x) so long as Group Available Funds in excess of the aggregate Series Monthly Payment Amount for all related Group Series for the related Payment Date are on deposit in the Collection Account (after giving effect to any prepayment or distribution made pursuant to this clause (e)), distribute the cash portion of any Transfer Proceeds to or at the direction of the Equityholder and (y) distribute the portion of any Transfer Proceeds consisting of Securitization Equity to or at the direction of the Equityholder, which Transfer Proceeds (including any Securitization Equity) shall be distributed free and clear of the Lien of this Agreement or any other Transaction Document; provided, that (1) no amount of Group Available Funds or Transfer Proceeds shall be withdrawn from any Trust Financing Account to make any such prepayment or distribution and (2) neither the Trust nor the Servicer shall make any such prepayment or distribution unless:
 
(i) no event has occurred and is continuing, or would result from such prepayment or distribution, which constitutes (i) an Amortization Event or Potential Amortization
 
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Event for any related Group Series, (ii) a Potential Default, Event of Default or Pool Balance Deficit for the related Group or (iii) a Servicer Termination Event or Potential Servicer Termination Event, in each case determined based on calculations as of the related Measurement Date;
 
(ii) immediately after giving effect to such prepayment or distribution, the Trust shall be in compliance in all material respects with all representations, warranties and covenants under the Transaction Documents and the other Series Related Documents; and
 
(iii) the Servicer shall have delivered to the Master Collateral Agent and each Creditor Representative, a report in form and substance reasonably acceptable to such Persons, setting forth a calculation of the Pool Balance and the Required Pool Balance with respect to the related Group as of the related Measurement Date.
 
Upon each withdrawal of or direction to withdraw or distribute Group Available Funds or Transfer Proceeds (including any Securitization Equity) pursuant to this Section 9.4(e), each of the Trust and the Servicer shall be deemed to represent and warrant to the Master Collateral Agent that each of the foregoing conditions have been satisfied with respect thereto.
 
SECTION 9.5 Shared Collections.  In the manner described in the Trust Financing Agreement for each Series, to the extent that Group Available Funds that are remitted to the Distribution Account for a Series pursuant to Section 9.4(b) on a Payment Date exceed the sum of (i) the Series Monthly Payment Amount for such Series on such Payment Date and (ii) the aggregate amount required to be deposited in a Trust Financing Account for such Series on such Payment Date pursuant to the related Trust Financing Agreement, such excess shall be treated as “Shared Collections” for the related Group.  The Servicer shall allocate Shared Collections for each Group on each Payment Date to each Sharing Series in such Group pro rata, in proportion to the Shortfall, if any, for such Series.  If the aggregate amount of Shared Collections for all Sharing Series in a Group on a Payment Date is less than the Shortfalls for all Sharing Series in such Group for such Payment Date, then the Servicer shall allocate and direct the Master Collateral Agent in writing to withdraw from the Collection Account and remit to the Distribution Account for each Sharing Series, an amount equal to the product of (a) the aggregate amount of Shared Collections for such Group for such Payment Date and (b) a fraction, the numerator of which is the Shortfall for such Series for such Payment Date and the denominator of which is the aggregate Shortfalls for all Sharing Series in such Group for such Payment Date.  Any Shared Collections for a Group that are not required to be applied on a Payment Date to make a payment or deposit in respect of a Trust Financing shall be applied in accordance with Section 9.6.
 
SECTION 9.6 Excess Collections.  If, after giving effect to Section 9.5, Group Available Funds allocated to any Series on any Payment Date exceed the amount required to be paid or deposited in respect of such Series pursuant to the Trust Financing Agreement for such Series, then any such excess Group Available Funds shall be released to the Trust for distribution to the Certificateholders or such other party as may be entitled thereto as set forth in such Trust Financing Agreement.
 
SECTION 9.7 Release of Collateral.
 
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(a) The Master Collateral Agent may, and when required by this Agreement shall, execute instruments to release property from the Lien of this Agreement, or convey the Master Collateral Agent’s interest in the same, in a manner and under circumstances that are not inconsistent with this Agreement.  No party relying upon an instrument executed by the Master Collateral Agent as provided in this Article shall be bound to ascertain the Master Collateral Agent’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds.  Subject to payment of its outstanding fees, expenses and indemnification amounts owed pursuant to Section 7.4, the Master Collateral Agent shall release Collateral from the Lien of this Agreement upon receipt of a Trust Order directing such release and an Officer’s Certificate of the Administrator meeting the requirements of Section 11.1 and certifying as of the related Transfer Date that the following conditions have been satisfied:
 
(i) no event has occurred and is continuing, or would result from such release, which constitutes (i) an Amortization Event or Potential Amortization Event for any Series related Group Series, (ii) a Potential Default, Event of Default or Pool Balance Deficit for the related Group or (iii) a Servicer Termination Event or Potential Servicer Termination Event, in each case determined based on calculations as of the related Measurement Date;
 
(ii) immediately after giving effect to such release of Collateral, the Trust shall be in compliance in all material respects with all representations, warranties and covenants under the Transaction Documents and other Series Related Documents, except to the extent that any such failure would not have a material adverse effect on the Credit Extensions;
 
(iii) the Servicer shall have delivered to the Master Collateral Agent and each Creditor Representative, a Transfer Date Supplement; and
 
(iv) the Trust (or the Administrator on its behalf) has not selected the Collateral for release from the Lien of this Agreement in a manner that could be reasonably expected to adversely affect the interest of the Creditors.
 
(b) The Master Collateral Agent shall, upon the occurrence of the Collateral Release Date, release and transfer, without recourse, all of the Collateral.  Subject to payment of its fees, expenses and indemnities owed pursuant to Section 7.4, the Master Collateral Agent shall release property from the Lien of this Agreement pursuant to this Section 9.7(b) only upon receipt of a Trust Order directing such release accompanied by an Officer’s Certificate and an Opinion of Counsel meeting the applicable requirements of Section 11.1.
 
(c) Notwithstanding any other provision of this Section 9.7, the Trust may (A) collect, liquidate, sell or otherwise dispose of Collateral released in accordance with Section 9.7(a), Section 9.7(b), the Transaction Documents and the Series Related Documents, as and to the extent permitted or required hereby and thereby and (B) make cash payments out of the Trust Financing Accounts as and to the extent permitted or required hereby or by the Transaction Documents and the other Series Related Documents.
 
(d) For any transfer of a Receivable permitted under this Section 9.7, the Trust will be deemed to have transferred and absolutely assigned such Transferred Receivable, effective as of the related Transfer Date, all of the Trust’s right, title and interest in such Transferred Receivable
 
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and all security and documents relating to such Transferred Receivable, and the related transferee will be entitled to all collections on or proceeds of the Transferred Receivable on and after the related Transferred Receivable Cutoff Date.  In connection with the transfer and absolute assignment of a Receivable, the Servicer will mark its receivables systems to indicate that the Transferred Receivable is no longer a Receivable and may take any action necessary or advisable to transfer and absolutely assign the Transferred Receivable, free from any Lien of the Depositor, the Trust or the Master Collateral Agent.
 
(e) The Master Collateral Agent will be deemed to release, and does release, and each Creditor acknowledges that the Master Collateral Agent will release, Liens and other rights and interests it possesses, without further action of the parties, in, to and under:
 
(i) each Receivable and all proceeds of the Receivable reacquired by an Originator under Section 3.4(c) or 4.6 of the Originator Receivables Transfer Agreement or acquired by the Servicer under Section 3.4(c) or 3.5 of any Additional Transferor Receivables Transfer Agreement or Section 2.7 or 3.3(e) of the Transfer and Servicing Agreement, effective when the Receivable is deemed transferred and assigned by the Trust under the applicable Section; and
 
(ii) each Receivable sold by the Servicer under Section 3.4 of the Transfer and Servicing Agreement, effective when the Receivable is deemed sold by the Servicer.
 
ARTICLE X
AMENDMENTS
 
SECTION 10.1 Amendments Without Consent of Creditors.
 
(a) The Trust and the Master Collateral Agent, when authorized and directed by a Trust Order, without the consent of any Creditor Representatives or Creditors may amend this Agreement (including Appendix A), for any of the following purposes:
 
(i) to correct or expand the description of any property at any time subject to the Lien of this Agreement, or better to Grant to the Master Collateral Agent a Lien on any property subject or required to be subjected to the Lien of this Agreement, or to subject additional property to the Lien of this Agreement;
 
(ii) to evidence the succession of any other Person to the Trust, and the assumption by the successor of the obligations of the Trust in this Agreement and in the Credit Extensions;
 
(iii) to add to the covenants of the Trust, for the benefit of the Creditors, or to surrender any right or power given to the Trust under this Agreement;
 
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Master Collateral Agent for the benefit of the Creditors;
 
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(v) to cure any ambiguity, to correct an error or to correct or supplement any provision of this Agreement that may be defective or inconsistent with the other terms of this Agreement;
 
(vi) to evidence the acceptance of the appointment under this Agreement of a successor master collateral agent and to add to or change this Agreement as necessary to facilitate the administration of the trusts under this Agreement by more than one master collateral agent;
 
(vii) to provide for the designation under this Agreement of one or more Groups; or
 
(viii)     to provide for the designation under this Agreement of one or more Series related to the Group Receivables, in accordance with the provisions of Section 3.1.
 
The Master Collateral Agent is hereby authorized to join in the execution of any such amendment and to make any further appropriate agreements and stipulations that may be therein contained.
 
(b) The Trust and the Master Collateral Agent, when authorized and directed by a Trust Order, may, also without the consent of any Creditor Representatives or Creditors, also enter into an amendment or amendments to this Agreement (including Appendix A) for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Agreement (including Appendix A) or modifying in any manner the rights of the Creditors or Creditor Representatives under this Agreement (including Appendix A) if (A) the Trust or the Administrator shall have delivered to the Master Collateral Agent and each Creditor Representative an Officer’s Certificate, dated the date of any such action, stating that the Trust or the Administrator, as applicable, reasonably believe that such action will not have a material adverse effect on the interest of any Creditor or (B) the Rating Agency Condition has been satisfied for all Credit Extensions then rated by a Rating Agency.  Additionally, notwithstanding the preceding sentence, the Trust and the Master Collateral Agent, when authorized and directed by a Trust Order, may, without the consent of any Creditor Representatives or Creditors, enter into an amendment or amendments to this Agreement (including Appendix A) to add, modify or eliminate such provisions as may be necessary or advisable to avoid the imposition of State or local income or franchise taxes imposed on the Trust’s property or its income if (x) the Trust or the Administrator deliver to the Master Collateral Agent and each Creditor Representative an Officer’s Certificate to the effect that the proposed action meets the requirements set forth in this Section 10.1(b) and (y) the proposed action does not adversely affect the rights, duties, obligations, immunities or indemnities of the Master Collateral Agent.
 
(c) The Trust (or the Administrator on behalf of the Trust) shall notify the Rating Agencies (if any Credit Extensions are then rated by a Rating Agency) as to any amendment pursuant to this Section 10.1.
 
SECTION 10.2 Amendments With Consent of Creditors.
 
(a) If Section 10.1 is not applicable, the Trust and the Master Collateral Agent, when authorized and directed by a Trust Order, with the consent of the Majority Creditor Representatives of each Group adversely affected thereby, may, with prior written notice to the Rating Agencies
 
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(if any Credit Extensions of an affected Group are then rated by a Rating Agency), enter into an amendment or amendments to this Agreement (including Appendix A) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement (including Appendix A) or of modifying in any manner the rights of the Creditors or the Creditor Representatives under this Agreement (including Appendix A).
 
(b) No amendment to this Agreement, without the consent of each Creditor Representative representing each Series in each Group adversely affected by the amendment, will:
 
(A) modify the percentage of the amount of Credit Exposure required for any action;
 
(B) modify or alter the definition of “Outstanding” or “Credit Exposure;”
 
(C) permit the creation of any Lien ranking prior or equal to the Lien of this Agreement on the Collateral, other than Permitted Liens, or, except as permitted by this Agreement, the other Transaction Documents and each other Series Related Documents, release the Lien of this Agreement on the Collateral;
 
(D) impair the right to institute suit for the enforcement of payment as provided in Section 6.1(e);
 
(E) modify (i) the definition of “Event of Default” or “Eligible Receivable” or (ii) any other definition in this Agreement that is defined by reference to the applicable Trust Financing Agreement; or
 
(F) result (solely by virtue of such amendment) in a reduction of the Series Allocation Percentage for any Series of the related Group.
 
(c) The Master Collateral Agent shall be entitled to conclusively rely on and shall incur no liability in connection with any Act of a Creditor Representative given pursuant to the terms of this Section 10.2.  The manner of obtaining such consents (and any other consents of Creditor Representatives provided for in this Agreement, the Transaction Documents or in any other Series Related Document) and of evidencing the authorization of the execution thereof by Creditor Representatives shall be subject to such reasonable requirements as the Master Collateral Agent may provide.
 
(d) Promptly after the execution by the Trust and the Master Collateral Agent of any amendment pursuant to this Section 10.2, the Administrator shall, at the expense of the Trust, mail to the Creditor Representatives to which such amendment relates a notice setting forth in general terms the substance of such amendment.  Any failure of the Administrator to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.
 
(e) In the event that the Trust Financing Agreement for a Series enables a portion of the Creditors of that Series, or any Class of that Series, to exercise consent rights for such Series,
 
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the consent (or lack thereof) of such portion of the Creditors shall be deemed to be the consent (or lack thereof) of all Creditors of such Series including for purposes of Section 10.2(b).
 
(f) The Trust Financing Agreement for any Series may have additional requirements or criteria to amend, modify or waive any provision of this Agreement (including Appendix A) and no amendment, modification or waiver of any provision of this Agreement shall occur unless each of the additional criteria, if any, has been satisfied.
 
SECTION 10.3 Execution of Amendments.  Before executing any amendment to this Agreement, or any other Transaction Document or Series Related Documents to which the Master Collateral Agent is a party, the Master Collateral Agent shall be entitled to receive and conclusively rely upon, in addition to the documents required by Section 11.1, an Opinion of Counsel stating that the execution of the amendment is authorized and permitted by this Agreement, the Transaction Documents and the Series Related Documents, and all conditions precedent thereto have been satisfied.  The Master Collateral Agent may, but shall not be obligated to, enter into any such amendment that affects the Master Collateral Agent’s (or, to the extent they remain the same entity, the Paying Agent’s) own rights, duties, obligations, immunities or indemnities under this Agreement, the Transaction Documents or the Series Related Documents.  The consent of the Owner Trustee will be required for any amendment under Sections 10.1(b) or 10.2 that has a material adverse effect on the rights, duties, obligations, immunities or indemnities of the Owner Trustee, which consent will not be unreasonably withheld.
 
SECTION 10.4 Effect of Amendment.  Upon the execution of any amendment pursuant to the provisions hereof, this Agreement shall be and be deemed to be modified and amended in accordance therewith, and such amendment shall form a part of the terms and conditions of this Agreement for any and all purposes and every Creditor, theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.
 
SECTION 10.5 Creditor Consent to Amendments to Transaction Documents.  For any amendment to this Agreement requiring the consent of any Creditors or the Creditors of any Group, the Master Collateral Agent will, when directed by Trust Order, notify the related Creditor Representatives to request consent and follow its reasonable procedures to obtain consent.  It shall not be necessary for the consent of any related Creditor (acting through its Creditor Representatives) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  For the avoidance of doubt, any Creditor (acting through its Creditor Representative) consenting to any amendment shall be deemed to agree that such amendment does not have a material adverse effect on such Creditor and any Creditor Representative consenting to any amendment shall be deemed to agree that such amendment does not have a material adverse effect on such Creditor Representative or its Creditors.
 
ARTICLE XI
MISCELLANEOUS
 
SECTION 11.1 Compliance Certificates and Opinions, etc.
 
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(a) Upon any written application or request by the Trust to the Master Collateral Agent to take any action under this Agreement, the Master Collateral Agent shall be entitled to receive an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Agreement, the Transaction Documents and any Series Related Document relating to the proposed action have been complied with. Every certificate with respect to compliance with a condition or covenant provided for in this Agreement shall include:
 
(i) a statement that each signatory of such certificate has read or has caused to be read such covenant or condition and the definitions herein relating thereto;
 
(ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate are based;
 
(iii) a statement that, in the opinion of each such signatory, such signatory has made (or has caused to be made) such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and
 
(iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.
 
SECTION 11.2 Form of Documents Delivered to the Master Collateral Agent.
 
(a) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.
 
(b) Any certificate or opinion of a Responsible Person of the Trust may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate, opinion or representations with respect to the matters upon which his certificate or opinion is based is/are erroneous.  Any certificate of a Responsible Person or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Depositor and/or the Trust, stating that the information with respect to such factual matters is in the possession of the Servicer, the Depositor and/or the Trust, as applicable, unless such Responsible Person or the applicable counsel knows, or in the exercise of reasonable care should know, that the certificate, opinion or representations with respect to such matters is/are erroneous.  Any Opinion of Counsel may be based on the written opinion of other counsel, in which event such Opinion of Counsel shall be accompanied by a copy of such other counsel’s opinion.
 
(c) Where any Person is required or permitted to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Agreement, they may, but need not, be consolidated and form one instrument.
 
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(d) Whenever in this Agreement, in connection with any application, certificate or report to the Master Collateral Agent, it is provided that the Trust shall deliver any document as a condition of the granting of such application, or as evidence of the Trust’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Trust to have such application granted or to the sufficiency of such certificate or report.  The foregoing shall not, however, be construed to affect the Master Collateral Agent’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VII.
 
SECTION 11.3 Acts of Creditors.
 
(a) Pursuant to each Trust Financing Agreement, every Creditor of a Series shall appoint the Creditor Representative of such Series to act on its behalf hereunder.  All votes, directions, consents or exercise of any other rights of a Creditor hereunder shall be given or taken solely by and through the Creditor Representative for such Series on its behalf and no Creditor shall have the right to instruct the Master Collateral Agent directly, other than with respect to an Asset Representations Review under Article XII or dispute resolution proceedings under Section 11.2 of the Transfer and Servicing Agreement. The Master Collateral Agent shall be entitled to rely in good faith upon the written instruction of the Creditor Representatives (or their duly appointed agents) duly delivered hereunder as conclusive evidence  in connection with any request, demand, authorization, direction, notice, vote, consent, waiver or other exercise of any right of the Creditors hereunder, and shall have no duty or obligation to investigate or confirm that the Creditor Representative has obtained the requisite number or percentage of consents, votes, authorizations or directions of its respective Creditors needed in order to direct such action or inaction.  Any request, demand, authorization, direction, notice, vote, consent, waiver or other action provided by this Agreement to be given or taken by Creditor Representatives or Creditors may be embodied in and evidenced by one or more instrument(s) of substantially similar tenor signed by such Creditor Representatives representing such Creditors in person or by agents duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective when such instrument(s) are delivered to the Master Collateral Agent, and, where it is hereby expressly required, to the Trust.  Such instrument(s) (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Creditor Representatives or of the Creditors represented by the Creditor Representatives signing such instrument(s).  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and (subject to Section 7.1) conclusive in favor of the Master Collateral Agent and the Trust, if made in the manner provided in this Section 11.3.  At any time the Notes of any Class are maintained as Book-Entry Notes, any reference in this Agreement to an Act of Creditors or of Creditor Representatives representing Creditors that include a Noteholder or Noteholders representing a specified portion of the Outstanding Principal Amount of the Notes or such Class of Notes shall be deemed to refer to an Act of Note Owners or a Note Owner or Note Owners holding such specified portion of the Outstanding Principal Amount of the Notes or Class, as the case may be.
 
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by Law to take acknowledgments of deeds, certifying that the individual
 
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signing such instrument or writing acknowledged to him the execution thereof.  Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.  The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Master Collateral Agent deems sufficient.
 
(c) Each Creditor, by making Credit Extensions pursuant to the Trust Financing Agreements, and each Creditor Representative irrevocably appoints the Master Collateral Agent hereunder as the special attorney-in-fact for such Creditor or Creditor Representative vested with full power on behalf of such Creditor or Creditor Representative to effect and enforce the rights of such Creditor Representative or Creditor in the Collateral pursuant hereto for the benefit of such Creditor or Creditor Representative; provided that nothing contained in this Section 11.3 shall be deemed to confer upon the Master Collateral Agent any duty or power to vote on behalf of the Creditors or the Creditor Representatives with respect to any matter on which the Creditors or the Creditor Representatives have a right to vote pursuant to the terms of this Agreement.
 
SECTION 11.4 Notices, etc., to the Master Collateral Agent, the Trust and Rating Agencies.
 
(a) Any request, demand, authorization, direction, notice, consent, waiver or Act of Creditor Representatives, or other documents provided or permitted by this Agreement, shall be in writing and will be considered received by the recipient:
 
a. for personally delivered, express or certified mail or courier, when received;
 
b. for a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;
 
c. for an email, when receipt is confirmed by telephone or reply email from the recipient; and
 
d. for an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without the requirement of confirmation of receipt) stating that the electronic posting has been made.
 
(b) Notices, if any, required to be given to the Rating Agencies (if any) by the Trust, the Master Collateral Agent or the Owner Trustee shall be sufficient for purposes of this Agreement, the Transaction Documents and the other Series Related Documents if sent to such mailing addresses or such email addresses as may be provided by the Rating Agencies (if any), unless otherwise set forth for any Trust Financing in the related Trust Financing Agreement.
 
SECTION 11.5 Notices to Creditors; Waiver.
 
(a) Where this Agreement provides for notice to Creditors of any event or the mailing of any report to Creditors, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid or certified mail return receipt requested, or sent by private courier or confirmed telecopy to each Creditor affected by such event
 
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or to whom such report is required to be mailed, at its address as it appears on the list of Creditors delivered to the Master Collateral Agent pursuant to this Agreement, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice or the mailing of such report.  In any case where notice or report to Creditors is given by mail, neither the failure to mail such notice or report nor any defect in any notice or report so mailed to any particular Creditor shall affect the sufficiency of such notice or report with respect to other Creditors, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.
 
(b) Where this Agreement provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Creditors shall be filed with the Master Collateral Agent but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.
 
(c) In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to mail or send notice to Creditors, in accordance with this Section 11.5, of any event or any report to Creditors when such notice or report is required to be delivered pursuant to any provision of this Agreement, then such notification or delivery as shall be made with the approval of the Master Collateral Agent shall constitute a sufficient notification for every purpose hereunder.
 
(d) Where this Agreement provides for notice to the Rating Agencies (if any), failure to give such notice shall not affect any other rights or obligations created hereunder and shall not under any circumstance constitute an Event of Default.
 
(e) Whenever a notice or other communication to any Noteholder is required under this Agreement, unless and until Definitive Notes have been issued to the related Note Owners, the Administrator or its agent shall give all such notices and communications to the Clearing Agency.
 
(f) Where this Agreement provides for notice in any manner to Creditor Representatives, then with respect to any agent for any group of Creditors party to the related Trust Financing, the notice need be delivered only to the Creditor Representative for all of such Creditors.
 
SECTION 11.6 Successors and Assigns.  All covenants and agreements in this Agreement by the Trust shall bind its successors and assigns, whether so expressed or not.  All agreements of the Master Collateral Agent in this Agreement shall bind its successors, co-agents and agents of the Master Collateral Agent, whether so expressed or not.
 
SECTION 11.7 Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or of the Transaction Documents or the Series Related Documents, as applicable, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
 
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SECTION 11.8Benefits of this Agreement.  Nothing in this Agreement, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Owner Trustee, the Creditor Parties, any other party secured hereunder and any other Person with an ownership interest in any part of the Collateral, any benefit or any legal or equitable right, remedy or claim under this Agreement.  Notwithstanding the foregoing or anything else to the contrary in this Agreement, each of the Depositor and the Servicer is hereby authorized to make any filings, reports, notices, applications and registrations with, and seek consents and authorizations from, the Commission and any State securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirements.
 
SECTION 11.9 Governing Law; Jurisdiction; Waiver of Jury Trial.
 
(a) THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICTS OF LAW PRINCIPLES, EXCEPT TO THE EXTENT THAT THE PERFECTION, THE EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF THE MASTER COLLATERAL AGENT OR ANY PURCHASER IN THE COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK).
 
(b) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT.  THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR IN THE FUTURE HAVE TO THE VENUE OF A PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT THE PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM.  THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
 
(c) EACH PARTY HERETO HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY JUDICIAL PROCEEDING, ACTION OR COUNTERCLAIM INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY OTHER SERIES RELATED DOCUMENT.
 
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SECTION 11.10 Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.  Executed counterparts may be delivered electronically.
 
SECTION 11.11 The Trust Obligation.  No recourse may be taken, directly or indirectly, with respect to the obligations of the Trust under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against (i) the Master Collateral Agent in its individual capacity or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Trust or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Master Collateral Agent in its individual capacity or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Trust, the Owner Trustee or the Master Collateral Agent or of any successor or assign of the Master Collateral Agent in its individual capacity or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Master Collateral Agent and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable Law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.
 
SECTION 11.12 Agents of the Trust.  The Master Collateral Agent hereby acknowledges that it has been advised that any agent of the Trust may act on behalf of the Trust hereunder for purposes of all consents, amendments, waivers and other actions permitted or required to be taken, delivered or performed by the Trust, and the Master Collateral Agent agrees that any such action taken by an agent on behalf of the Trust shall satisfy the Trust’s obligations hereunder.
 
SECTION 11.13 Subordination.  The Trust and each Creditor by making its Credit Extension acknowledge and agree that such Credit Extension is indebtedness of the Trust and does not represent an interest in any assets (other than the Trust estate) of Depositor (including by virtue of any deficiency claim in respect of obligations not paid or otherwise satisfied from the Trust estate and proceeds thereof).  In furtherance of and not in derogation of the foregoing, to the extent Depositor enters into other financial transactions, the Trust as well as each Creditor by making its Credit Extension acknowledge and agree that it shall have no right, title or interest in or to any Other Assets.  To the extent that, notwithstanding the agreements and provisions contained in the preceding sentences of this subsection, the Trust or any Creditor either (i) asserts an interest or claim to, or benefit from, Other Assets, whether asserted against or through Depositor or any other Person owned by Depositor, or (ii) is deemed to have any such interest, claim or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through Depositor or any other Person owned by Depositor, then the Trust and each Creditor by making a Credit Extension further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full of all obligations and liabilities of Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any
 
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such entitlement or security interest is legally perfected or otherwise entitled to a priority of distribution or application under applicable Law, including insolvency laws, and whether asserted against Depositor or any other Person owned by Depositor), including, the payment of post-petition interest on such other obligations and liabilities.  This subordination agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.  Each Creditor further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 11.13 and the terms of this Section 11.13 may be enforced by an action for specific performance.
 
SECTION 11.14 Title to Trust Property.  In the event that applicable Law in any jurisdiction requires title to any part of the Collateral to be vested in the Owner Trustee, the Owner Trustee (solely in its capacity as Owner Trustee) by its signature hereto on behalf of the Trust, shall be deemed to Grant, and the Owner Trustee (solely in its capacity as Owner Trustee) by its signature hereto on behalf of the Trust, hereby Grants, to the Master Collateral Agent a security interest in all of the Owner Trustee’s right, title and interest in, to and under the Collateral.  In the event that applicable Law in any jurisdiction requires title to any part of the Collateral to be vested in any trustee (“Other Trustee”) other than the Owner Trustee, the Trust shall cause such Other Trustee to Grant to the Master Collateral Agent a security interest in such Other Trustee’s right, title and interest in, to and under the Collateral.
 
SECTION 11.15 Compliance with Applicable Anti-Terrorism and Anti‑Money Laundering Regulations.  In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law,” for example section 326 of the USA PATRIOT Act (Title III of Pub. L. 107-56)), the Master Collateral Agent and the Paying Agent is required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Master Collateral Agent.  Accordingly, each of the parties hereto agree to provide to the Master Collateral Agent, upon its reasonable request from time to time such identifying information and documentation as may be available for such party in order to enable the Master Collateral Agent to comply with Applicable Law.
 
SECTION 11.16 Limitation of Liability.  In the performance of its obligations hereunder, the Master Collateral Agent acts solely in its capacity as Master Collateral Agent and not in its individual capacity.  The Master Collateral Agent has no duties, obligations or liabilities other than those expressly set forth in this Agreement, nor any fiduciary relationship with any Creditor Party, the Trust or the Servicer.
 
SECTION 11.17 Intent of the Parties; Reasonableness.  The Trust and the Master Collateral Agent acknowledge and agree that the purpose of Section 7.11 of this Agreement is to facilitate compliance by the Trust and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission.  Neither the Trust nor the Administrator (acting on behalf of the Trust) shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Master Collateral Agent acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance
 
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provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Trust (or the Administrator, acting on behalf of the Trust) in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection with this transaction, the Master Collateral Agent shall cooperate fully with the Trust (or the Administrator, acting on behalf of the Trust) to deliver to the Trust (or the Administrator, acting on behalf of the Trust), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Trust (or the Administrator, acting on behalf of the Trust) to permit the Trust to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Collateral Agent reasonably believed by the Trust (or the Administrator, acting in good faith on behalf of the Trust) to be necessary in order to effect such compliance.  The Trust (or the Administrator, acting on behalf of the Trust) shall cooperate with the Master Collateral Agent by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Trust to comply with Regulation AB.
 
SECTION 11.18 Electronic Signatures.  Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.  The Master Collateral Agent and the Paying Agent shall be fully justified, indemnified and protected in relying and acting upon any electronic signature believed by the Master Collateral Agent or the Payment Agent, as applicable, to have been signed by the Trust, the Administrator, the Servicer or another such Person as is required to deliver such document, as applicable, and shall not otherwise have any duty or obligation to verify such electronic signature independently.
 
ARTICLE XII
 
ASSET REPRESENTATIONS REVIEW
 
SECTION 12.1 Public Noteholder and Note Owner Requests for Vote on Asset Representations Review.  If the Master Collateral Agent receives a notice from the Servicer that the Servicer will be providing notice to the Administrator, the Master Collateral Agent, each Creditor Representative for each Series of Publicly Registered Notes of the related Group, and each Public Noteholder of the related Group (and to each applicable Clearing Agency for distribution to Note Owners of Publicly Registered Notes of such Group in accordance with the rules of such Clearing Agency) pursuant to Section 11.1(a) of the Transfer and Servicing Agreement regarding the occurrence of a Group Delinquency Trigger, then the Master Collateral Agent shall promptly inform the Servicer and the Administrator regarding the method by which Public Noteholders of the related Group (including Note Owners of Publicly Registered Notes of such Group) may contact the Master Collateral Agent in order to request a formal vote on whether to cause the related Group 60-Day Delinquent Receivables to be reviewed by the Asset Representations Reviewer pursuant to the terms of the Asset Representations Review Agreement.  The Master Collateral Agent shall promptly notify the Servicer, the Depositor, each Creditor Representative for each Series of Publicly Registered Notes of the related Group and the Administrator upon the receipt of any request for a vote.  The Master Collateral Agent will provide the Administrator with the most recent Record Date for purposes of determining the identity of
 
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Public Noteholders of the related Group or Note Owners of Publicly Registered Notes of such Group, as applicable, entitled to vote as of the date of filing of the Form 10-D that disclosed that the Group Delinquency Trigger was met or exceeded.  Public Noteholders of the related Group and Note Owners of such Group may request a vote not later than ninety (90) days after the date on which the Form 10-D describing the occurrence of such Group Delinquency Trigger shall have been filed by the Administrator, on behalf of the Trust, pursuant to the terms of Section 2.9(a)(i) of the Administration Agreement; provided that, if the requesting party is a Note Owner of Publicly Registered Notes of the related Group and not a Public Noteholder of such Group, the Note Owner must include with its request a written certification (in a form reasonably acceptable to the Master Collateral Agent) that the requesting party is a Note Owner, together with one of the following additional forms of documentation of the requesting party’s status as a Note Owner: (A) a trade confirmation; (B) an account statement; (C) a letter from a broker-dealer that is reasonably acceptable to the Master Collateral Agent; or (D) any other form of documentation that is reasonably acceptable to the Master Collateral Agent (any such Note Owner who provides the required certification and documentation, a “Verified Note Owner”).  The Master Collateral Agent shall promptly notify the Servicer, the Depositor, each Creditor Representative for each Series of Publicly Registered Notes of the related Group and the Administrator if Public Noteholders of the related Group and Verified Note Owners of the related Group representing at least 5% of the aggregate Outstanding Principal Amount of all Publicly Registered Notes of such Group (such requesting Public Noteholders and Verified Note Owners, collectively, the “Requesting Noteholders”) properly and timely request a vote to cause the Group 60-Day Delinquent Receivables to be reviewed by the Asset Representations Reviewer pursuant to the terms of the Asset Representations Review Agreement.  For the avoidance of doubt, the Master Collateral Agent shall not be required to (i) determine whether, or give notice to Public Noteholders of a Group that, a Group Delinquency Trigger has occurred or (ii) to provide any instruction regarding any Asset Representations Review (other than to provide a Review Notice) or to determine which Receivables are subject to any particular Asset Representations Review.
 
SECTION 12.2 Public Noteholder and Note Owner Vote on Asset Representations Review.  Beginning promptly after receipt from the Administrator of a copy of a notice sent to Public Noteholders of the related Group and Note Owners of Publicly Registered Notes of such Group pursuant to Section 2.9(a)(ii) of the Administration Agreement, the Master Collateral Agent shall cause the initiation of such a review to be submitted to a yes or no vote of the Public Noteholders of the related Group (with respect to Book-Entry Notes, as directed by the related Note Owners via the applicable Clearing Agency pursuant to its procedures for such votes) of record as of the most recent Record Date.  Any Public Noteholder or Verified Note Owner vote about whether to direct the Asset Representations Reviewer to conduct an Asset Representations Review shall be conducted by the Master Collateral Agent in accordance with its standard internal vote solicitation process.  The Master Collateral Agent may select a vote agent that is experienced in the administration of noteholder votes and/or consent solicitations to conduct and administer any Public Noteholder or Verified Note Owner vote about whether to direct the Asset Representations Reviewer to conduct an Asset Representations Review and, so long as the Master Collateral Agent selects such vote agent with due care, the Master Collateral Agent will not be liable for any actions or inactions of such vote agent. If, by no earlier than the deadline specified by the Administrator pursuant to Section 2.9(a)(ii) of the Administration Agreement, votes in favor of an Asset Representations Review have been cast by Public Noteholders of a Group representing at least a majority of the Note Balance of all Publicly Registered Notes of such Group then
 
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Outstanding held by voting Public Noteholders of that Group (and those affirmative votes represent votes by Public Noteholders of such Group holding at least 5% of the aggregate Outstanding Principal Amount of all Publicly Registered Notes of such Group, the Master Collateral Agent will promptly notify the Asset Representations Reviewer, each Creditor Representative for each Series of Publicly Registered Notes of the related Group, the Administrator and the Servicer that the requisite Public Noteholders of the related Group have directed the Asset Representations Reviewer to perform a review of the Group 60-Day Delinquent Receivables for the purpose of determining whether such Group 60-Day Delinquent Receivables were in compliance with the Group Eligibility Representation made by the applicable Originator pursuant to Section 3.3 of the Originator Receivables Transfer Agreement  or by the Servicer pursuant to Section 3.3 of any Additional Transferor Receivables Transfer Agreement or Section 2.7 of the Transfer and Servicing Agreement.
 
SECTION 12.3 Evaluation of Review Report.  If Public Noteholders of a Group evidencing not less than a majority of the Note Balance of all Publicly Registered Notes of such Group then Outstanding, acting together as a single class, notify the Master Collateral Agent in writing that they consider any non-compliance of any representation to be a breach of the applicable Receivables Transfer Agreement or the Transfer and Servicing Agreement, or request in writing that any Receivable designated to the related Group be reacquired or acquired, as applicable (including, for the avoidance of doubt, as described in Section 11.2 of the Transfer and Servicing Agreement), the Master Collateral Agent will forward, as soon as practicable and within five (5) Business Days, that written notice to the Administrator and the related Originator or the Servicer (in the case of Receivables transferred by an Additional Transferor or re-designated to such Group on a Re-Designation Date).  In addition, the Master Collateral Agent, on behalf of the Requesting Party may, but is not obligated to, request the reacquisition or acquisition, as applicable, of a Group 60-Day Delinquent Receivable on behalf of all Public Noteholders of the related Group.  Subject to the provisions for indemnification and certain limitations contained in this Agreement, the Master Collateral Agent (acting at the direction of the Majority Creditor Representatives representing each Series of Publicly Registered Notes of the related Group) shall, in the time, method and place directed by such Majority Creditor Representatives, exercise any trust or power conferred on the Master Collateral Agent, including the ability to assert to the Administrator and the related Originator or the Servicer (in the case of Receivables transferred by an Additional Transferor or re-designated to such Group on a Re-Designation Date), on behalf of all Public Noteholders of such Group, whether any such non-compliance may be a breach and to request the reacquisition or acquisition, as applicable, of the related Group 60-Day Delinquent Receivable.  The Master Collateral Agent shall have no duty or obligation to determine whether any noncompliance with representations or warranties constitute a breach under the Transaction Documents or any Series Related Documents or to make any determination as to the materiality of any breach.
 
 The related Originator or the Servicer (in the case of Receivables transferred by an Additional Transferor or re-designated to such Group on a Re-Designation Date) will have the sole ability to determine if there was non-compliance with the applicable Group Eligibility Representation made by it that constitutes a breach, and whether to reacquire or acquire, as applicable, the related Group 60-Day Delinquent Receivable from the Trust.
 
[Remainder of Page Left Blank]
 
52
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
 
 
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:
  


EXHIBIT A
 
FORM OF CREDITOR REPRESENTATIVE JOINDER (Section 3.1)
 

 
Date: [_____________]
 
To the Master Collateral Agent referred to below:
 
Reference is made to (i) the Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021, as amended (the “Master Collateral Agency Agreement”), among Verizon Master Trust (the “Trust”), U.S. Bank National Association, as master collateral agent (in such capacity, the “Master Collateral Agent”), Cellco Partnership d/b/a Verizon Wireless (“Cellco”), as Servicer and each Creditor Representative from time to time party thereto (the “Master Collateral Agency Agreement”), and (ii) [describe Trust Financing Agreement] (the “Designated Trust Financing”), under which the undersigned is the [describe Creditor Representative capacity] (the “Designated Creditor Representative”).  Capitalized terms not otherwise defined herein are used herein as defined in Appendix A to the Master Collateral Agency Agreement, and the interpretive rules set forth in the Usage section of Appendix A to the Master Collateral Agency Agreement apply to this Joinder.
 
Pursuant to Section 3.1 of the Master Collateral Agency Agreement, the Trust has designated the Designated Trust Financing as a Trust Financing under the Master Collateral Agency Agreement.  Accordingly, the Designated Creditor Representative hereby assumes effective as of [insert effective date] the rights and benefits of a Creditor Representative under the Master Collateral Agency Agreement, the Transaction Documents and the other Series Related Documents with respect to the Designated Trust Financing. With effect on and after [insert effective date], the Designated Creditor Representative shall be a party to the Master Collateral Agency Agreement and have all of the rights of a Creditor Representative under the Master Collateral Agency Agreement.
 
[Remainder of Page Left Blank]
 



Exhibit A-1
[__________], as Designated Creditor Representative


By:                                                                                   
Name:
Title:



Exhibit A-2
EXHIBIT B
 
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
 
The assessment of compliance to be delivered by the Master Collateral Agent, shall address, at a minimum, the criteria specified below:


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.



Exhibit B-1
EXHIBIT C
 


Form of Re-Designation Notice
 
U.S. Bank National Association,
as Master Collateral Agent
Global Structured Finance
190 South LaSalle Street,
Chicago, IL 60603
MK-IL-SL7
Attn: Global Structure Finance/Verizon Master Trust

Verizon ABS II LLC
One Verizon Way
Basking Ridge, New Jersey 07920
Attn: Chief Financial Officer

Verizon Master Trust
c/o Wilmington Trust, National Association
Rodney Square North, 1100 North Market Street
Wilmington DE 19890-1600
Attn: Corporate Trust Administration

Re-Designation Notice: Verizon Master Trust
 
Ladies and Gentlemen:
 
Under Section 3.3 of the Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021, as amended (the “Master Collateral Agreement”), among Verizon Master Trust (the “Trust”), U.S. Bank National Association, as master collateral agent (in such capacity, the “Master Collateral Agent”), Cellco Partnership d/b/a Verizon Wireless (“Cellco”), as Servicer and each Creditor Representative from time to time party thereto (the “Master Collateral Agency Agreement”), we notify the Master Collateral Agent, the Depositor and the Trust that on [____], 20[__], [___], 20[_] and [___], 20[_] (each, a “Re-Designation Date”), (x) under the Master Collateral Agreement, the Administrator designated to Group [_] the Receivables listed on the related Schedule of Receivables; and (y) (I) the Group to which such Receivables were re-designated and the Group from which such Re-Designated Receivable were removed, (II) the Group Pool Balance for the Group to which such Receivables were re-designated, (III) the Required Pool Balance for the Group to which such Receivables were re-designated and (IV) the Excess Concentration Amount and Ineligible Amount, in each case, for each Series of the Group to which such Receivables were re-designated, in each case, for which Credit Extensions are Outstanding as of the related Re-Designation Date, and in each case, after giving effect to the re-designation of Receivables to the related Group on such Re-Designation Date and calculated as of the related Measurement Date, are as follows:
 
Exhibit C-1
  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
  

 
Capitalized terms used but not defined herein will have the meanings provided in Appendix A of the Master Collateral Agreement.
 
[Remainder of Page Left Blank]
 
 
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:

 

 
EXHIBIT D
 
Form of Group Supplement
 
U.S. Bank National Association,
as Master Collateral Agent
Global Structured Finance
190 South LaSalle Street,
Chicago, IL 60603
MK-IL-SL7
Attn: Global Structure Finance/Verizon Master Trust


Group Supplement
 
Ladies and Gentlemen:
 
Under Section 3.2 of the Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021, as amended (the “Master Collateral Agreement”), among Verizon Master Trust (the “Trust”), U.S. Bank National Association, as master collateral agent (in such capacity, the “Master Collateral Agent”), Cellco Partnership d/b/a Verizon Wireless (“Cellco”), as Servicer and each Creditor Representative from time to time party thereto (the “Master Collateral Agency Agreement”), we notify the Master Collateral Agent that on the date hereof (the “Group Creation Date”), the Trust hereby creates a Group to be designated as “Group [_]” and that on and after the Group Creation Date, Receivables and other related Collateral may be designated to Group [_] in accordance with the Master Collateral Agreement. Group [_] will have the terms set forth below.
 
Available Subordinated Percentage
 
The Available Subordinated Percentage for Group [_] will be [_]%, which percentage may be increased or decreased by the Administrator on any Payment Date with written notice to the Master Collateral Agent.
 
Events of Default
 
Each of the following will constitute an “Event of Default” for Group [_]:
 
Group [_] or Group [_] Receivables
 
The Group Receivables for Group [_] will be the pool of Receivables designated to Group [_] in accordance with the Master Collateral Agreement.
 
Group [_] Assets
 
The Group Assets for Group [_] will be (a) the Trust Property relating to the Group [_] Receivables in accordance with Section 3.2 of the Master Collateral Agreement, (b) all present and future claims, demands, causes of action and choses in action relating to the Trust Property
 
relating to the Group [_] Receivables and (c) all payments on or under and all proceeds of the Trust Property relating to the Group [_] Receivables.
 
Group [_] Pool Balance
 
The Group Pool Balance for Group [_] will be the Pool Balance of the Group [_] Receivables.
 
Group [_] Series
 
A Group Series for Group [_] will be any Series related to Group [_].
 
Initial Cutoff Date
 
The Initial Cutoff Date for Group [_] will be the end of the calendar day on [___], 20[_].
 
Primary Events of Default
 
Each of the Events of Default specified in clauses [_] - [_] of the definition thereof.
 
Secondary Events of Default
 
Each of the Events of Default specified in clauses [_] - [_] of the definition thereof.
 
Capitalized terms used but not defined herein will have the meanings provided in Appendix A of the Master Collateral Agreement.
 
[Remainder of Page Left Blank]
 





 
Very truly yours,
     
 
VERIZON MASTER TRUST,
     
     
 
By
                                                                                 
   
Name:
   
Title:

 
APPENDIX A
 
USAGE AND DEFINITIONS
 

 
(See attached)
 
Appendix A

Usage and Definitions

Verizon Master Trust

Usage
 
The following usage rules apply to this Appendix, any document that incorporates this Appendix and any document delivered under any such document:
 
(a) The term “document” includes any document, agreement, instrument, certificate, notice, report, statement or other writing, whether in electronic or physical form.
 
(b) Accounting terms not defined or not completely defined in this Appendix will have the meanings given to them under generally accepted accounting principles, international financial reporting standards or other applicable accounting principles in effect in the United States of America on the date of the document that incorporates this Appendix.
 
(c) References to “Article,” “Section,” “Exhibit,” “Schedule,” “Appendix” or another subdivision of or to an attachment are, unless otherwise stated, to an article, section, exhibit, schedule, appendix or subdivision of or an attachment to the document in which the reference appears.
 
(d) Any document defined or referred to in this Appendix or in any document that incorporates this Appendix means the document as amended, modified, supplemented, restated or replaced, including by waiver or consent, and includes all attachments to and instruments incorporated in the document.
 
(e) Any statute defined or referred to in this Appendix or in any document that incorporates this Appendix means the statute as amended, modified, supplemented, restated or replaced, including by succession of comparable successor statute, and includes any rules and regulations under the statute and any judicial and administrative interpretations of the statute.
 
(f) References to “law” or “applicable law” in this Appendix or in any document that incorporates this Appendix include all rules and regulations enacted under such law.
 
(g) The calculation of any amount as of any day, unless otherwise stated, will be determined as of the end of that calendar day after the application or processing of any funds, payments and other transactions on that day.
 
(h) References to deposits, transfers and payments of any funds refer to deposits, transfers or payments of such funds in immediately available funds.
 
(i) The terms defined in this Appendix apply to the singular and plural forms of those terms.
 
(j) The term “including” means “including without limitation.”
 
(k) References to a Person are also to its permitted successors and assigns, whether in its individual or representative capacity.
 
(l) In the computation of periods of time from one date to or through a later date, the word “from” means “from and including,” the word “to” means “to but excluding,” and the word “through” means “to and including.”
 
(m) Except where “not less than zero” or similar language is indicated, amounts determined by reference to a mathematical formula may be positive or negative.
 
(n) References to a month, quarter or year are, unless otherwise stated, to a calendar month, calendar quarter or calendar year.
 
(o) No Person will be deemed to have “knowledge” of a particular event or occurrence for purposes of any document that incorporates this Appendix, unless either (i) a Responsible Person of the Person has actual knowledge of the event or occurrence or (ii) the Person has received notice of the event or occurrence according to any Transaction Document.
 
Definitions

“60-Day Delinquent Receivable” means, for any date of determination, a Receivable for which there are unpaid charges remaining on the account sixty (60) days after the bill’s due date; provided that a Written-Off Receivable is not considered a 60-Day Delinquent Receivable.
 
“AAA” means the American Arbitration Association.
 
“Account Control Agreement” means each of (i) the Account Control Agreement relating to the Collection Account, dated as of the Initial Closing Date, among the Trust, as grantor, the Master Collateral Agent, as secured party, and U.S. Bank National Association, in its capacity as both a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC and (ii) any account control agreement entered into in connection with any Series and relating to any Trust Accounts thereunder, in each case, among the Trust, as grantor, the Master Collateral Agent or applicable Indenture Trustee or other collateral agent, as secured party, and the Master Collateral Agent or applicable Indenture Trustee or other collateral agent, in its capacity as both a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC.
 
“Acquisition Date” means each date on which Receivables are transferred to the Depositor under Section 2.1(a) of a Receivables Transfer Agreement and to the Trust under Section 2.1(a) of the Transfer and Servicing Agreement, in each case, for the applicable Receivables Transfer Amount, as set forth in the related Acquisition Notice.
 
“Acquisition Date Supplement” means, for (x) any Acquisition Date or (y) to the extent an Acquisition Date Supplement is not delivered with an Acquisition Notice previously delivered on an Acquisition Date, any Collection Period that includes an Acquisition Date, the supplement (which may be incorporated into the Monthly Investor Report) delivered by the Servicer setting forth (a) the aggregate Principal Balance as of the Cutoff Date for the Receivables transferred to
 
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the Trust, (b) the Receivables Transfer Amount for such Acquisition Date, and (c) such other information as required by a Trust Financing Agreement.
 
“Acquisition Notice” means, for any Acquisition Date or any Collection Period that includes an Acquisition Date, the notice to the Depositor, the Trust, the Master Collateral Agent and each related Group Creditor Representative regarding the acquisition of Receivables under Section 2.1(a) of a Receivables Transfer Agreement, substantially in the form of Exhibit A to such Receivables Transfer Agreement.
 
“Act” is defined, with respect to Creditor Representatives, in Section 11.3(a) of the Master Collateral Agreement, and, with respect to Noteholders, in the Indenture for the related Indenture Series.
 
“Additional Originator” has the meaning set forth in Section 6.11 of the Originator Receivables Transfer Agreement.
 
“Additional Series Successor Servicer Fee” has the meaning set forth in the applicable Trust Financing Agreement for a Series.
 
“Additional Successor Servicer Fee” means, for any Payment Date, the sum of the Additional Series Successor Servicer Fees for each Series.
 
“Additional Transferor” means each additional transferor under an Additional Transferor Receivables Transfer Agreement.
 
“Additional Transferor Receivables Transfer Agreement” means each Additional Transferor Receivables Transfer Agreement among the related Additional Transferor, the Servicer and the Depositor.
 
“Additional Transferor Transferred Property” means, for any Acquisition Date, (a) the related Receivables transferred by an Additional Transferor, (b) all amounts received and applied on such Receivables on or after the end of the calendar day on the related Cutoff Date, (c) all present and future claims, demands, causes of action and choses in action relating to any of the property described above and (d) all payments on or under and all proceeds of the property described above.
 
“Adjusted Series Invested Amount” means, with respect to any Series and with respect to any date of determination (and calculated as of the related Measurement Date), an amount equal to the sum of (i) the Discounted Series Invested Amount for such Series and (ii) the Series Incremental Required Invested Amount for such Series.
 
“Administration Agreement” means the Administration Agreement, dated as of the Initial Closing Date, between the Administrator and the Trust.
 
“Administrator” means Cellco, in its capacity as administrator under the Administration Agreement.
 
“Adverse Claim” means any Lien other than a Permitted Lien.
 
A-3
“Adverse Effect” means, with respect to any action, that such action will (a) result in the occurrence of an Amortization Event, a Potential Amortization Event, a Servicer Termination Event, a Potential Servicer Termination Event, an Event of Default or a Potential Default or (b) materially and adversely affect the amount or timing of distributions to be made to the Creditors of any Trust Financing pursuant to the Series Related Documents.
 
“Affiliate” means, for a specified Person (other than a natural Person), (a) another Person controlling, controlled by or under common control with the specified Person, (b) any other Person beneficially owning or controlling more than fifty percent (50%) of the outstanding voting securities or rights of or interest in the capital, distributions or profits of the specified Person or (c) any controlling shareholder of, or partner in, the specified Person. For the purposes of this definition, “control” when used with respect to any Person means the direct or indirect possession of the power to direct or cause the direction of the management or policies of the Person, whether through ownership, by contract, arrangement or understanding, or otherwise.
 
“Affiliate Agreement” means, with respect to any Business Device Payment Plan Agreement, the related parent/affiliate agreement, if any, that is entered into between Cellco and the related Affiliated Party, as the same may be amended from time to time.
 
“Affiliated Party” means, with respect to any Business Device Payment Plan Agreement, (i) the Person that has entered into the related Affiliate Agreement and is identified therein as the “Affiliate” party thereto (or in the case of a business customer that has entered into an Individual Sign Agreement, identified therein with another similar designation) or (ii) the Person that is an affiliate or parent (or in the case of a business customer that has entered into an Individual Sign Agreement, other authorized individual) of the related Associated Account Agreement Party and is otherwise authorized by such Associated Account Agreement Party to enter into a Device Payment Plan Agreement pursuant to the terms of the related Associated Account Agreement.
 
“Aggregate Amortizing Series Allocation Percentage” means, with respect to any Group as of any date of determination (and calculated as of the related Measurement Date), the sum of the Series Allocation Percentages of each related Group Series in an Amortization Period as of such date of determination.
 
“Aggregate Non-Amortizing Series Allocation Percentage” means, with respect to any Group as of any date of determination, the excess of 100% over the Aggregate Amortizing Series Allocation Percentage for such Group.
 
“Amortization Event” means, as to any Series, each event, if any, specified in the relevant Trust Financing Agreement as an “Amortization Event,” “Loan Series Amortization Event,” “Indenture Series Amortization Event” or words to that effect for that Series.
 
“Amortization Period” means, as to any Series any period specified in the related Trust Financing Agreement as an “Amortization Period,” “Loan Series Amortization Period,” “Indenture Series Amortization Period” or words to that effect for that Series.
 
“Amortizing Series Group Available Funds” means with respect to any Payment Date and any Series of a Group in an Amortization Period, the product of the Aggregate Amortizing
 
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Series Allocation Percentage for such Group with respect to such Payment Date and the related Group Available Funds with respect to such Payment Date.
 
“Amount Financed” means, for a Receivable, the amount of credit provided to the Obligor for the purchase of the related Device.
 
“Annual Percentage Rate” or “APR” of a Receivable means the annual rate of finance charges stated in the Receivable or in any federal Truth-in-Lending Act correction notice related to the Receivable.
 
 “Applicable Anti-Money Laundering Law” has the meaning set forth in Section 6.8 of the Trust Agreement.
 
“Applicable Law” has the meaning set forth in Section 11.15 of the Master Collateral Agreement.
 
“Applicable Tax State” means the State in which the Owner Trustee maintains its Corporate Trust Office, the State in which the Owner Trustee maintains its principal executive offices and the State of Delaware.
 
“Arbitration Rules” means the AAA’s Commercial Arbitration Rules and Mediation Procedures.
 
“ARR Series Allocation Percentage” means, with respect to any Group Series with at least one Class of Publicly Registered Notes and any date of determination, a fraction expressed as a percentage (i) the numerator of which is equal to the Adjusted Series Invested Amount for such Group Series as of such date and (ii) the denominator of which is equal to the aggregate Adjusted Series Invested Amount for all Group Series with at least one Class of Publicly Registered Notes as of such date; provided, however, if any such Group Series is in an amortization period, the numerator used to determine the ARR Series Allocation Percentage for such Group Series will be fixed as of the last day of the revolving period for such Group Series.
 
“Asset Representations Review” means, following the occurrence of a Group Delinquency Trigger, the review of the related Group 60-Day Delinquent Receivables to be undertaken by the Asset Representations Reviewer pursuant to the terms of the Asset Representations Review Agreement.
 
“Asset Representations Review Agreement” means the Amended and Restated Asset Representations Review Agreement, dated as of the Initial Closing DateAugust 11, 2022, among the Asset Representations Reviewer, the Trust and the Servicer.
 
“Asset Representations Reviewer” means Pentalpha Surveillance LLC, or any successor Asset Representations Reviewer under the Asset Representations Review Agreement.
 
“Asset Representations Reviewer Fee” means (i) a monthly fee equal to $416.67 per month, payable on each Payment Date, and (ii) the amount of any fee payable to the Asset Representations Reviewer in connection with its review of any Group 60-Day Delinquent Receivables in accordance with the terms of the Asset Representations Review Agreement.
 
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“Associated Account Agreement” means, with respect to any Business Device Payment Plan Agreement, the related major account agreement and/or enterprise account agreement or other similar agreement, if any, that is entered into between Cellco (on behalf of its and its controlled and/or managed affiliates) and the related Associated Account Agreement Party, as the same may be amended from time to time.
 
“Associated Account Agreement Party” means, with respect to any Associated Account Agreement, the Person identified therein as the “Customer” party thereto (or in the case of an Associated Account Agreement that is not a major account agreement or enterprise account agreement, such other similar designation used therein to describe the applicable party thereto).
 
 “Authenticating Agent” has the meaning set forth in Section 2.14(a) of the Indenture for an Indenture Series.
 
“Available Subordinated Amount” means, with respect to any Payment Date and any Group, an amount equal to the product of (i) the Transferor’s Allocation for such Payment Date and (ii) the Available Subordinated Percentage.
 
“Available Subordinated Percentage” means, with respect to any Group, the percentage set forth in the related Group Supplement, as such percentage may be modified in accordance with such Group Supplement.
 
“Bankruptcy Action” has the meaning set forth in Section 5.5 of the Trust Agreement.
 
“Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. 101 et seq.
 
“Bankruptcy Surrendered Receivable” means any Receivable that is secured by the related Device and is not a Written-Off Receivable for which (i) the related Obligor has entered into a bankruptcy proceeding and (ii) the Servicer has accepted the surrender of the related Device in satisfaction of the Receivable.
 
“BBA Partnership Audit Rules” has the meaning set forth in Section 2.11(c) of the Trust Agreement.
 
“Benchmark Replacement Conforming Changes” has the meaning set forth in Section 2.14(a) of the Indenture for an Indenture Series.
 
“Benefit Plan” means an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to the provisions of Title I of ERISA, a “plan” described in and subject to Section 4975 of the Code, an entity whose underlying assets include “plan assets” by reason of an employee benefit plan’s or plan’s investment in the entity or any other employee benefit plan that is subject to any Similar Law.
 
“Book-Entry Note” means any Note issued in book-entry form.
 
“Business Day” means any day other than (a) a Saturday, Sunday or other day on which banks in New York, New York, Chicago, Illinois or any jurisdiction in which the Corporate Trust Office of the Master Collateral Agent, an Indenture Trustee, the Owner Trustee or any
 
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Paying Agent is located are authorized or required to close or (b) a holiday on the Federal Reserve calendar.
 
“Business Device Payment Plan Agreement” means a device payment plan agreement that is associated with an account of a Person that is a business customer.
 
“Business Obligor” means an Obligor under a Business Device Payment Plan Agreement.
 
“Business Receivable” means a Receivable that is a Business Device Payment Plan Agreement.
 
“Cap Agreement” means any interest rate cap agreement relating to a Credit Extension, together with the schedule and credit support annex, in each case, between the Trust and the counterparty thereto, as such agreement may be amended and supplemented from time to time in accordance with its terms, in each case, as set forth in the related Trust Financing Agreement.
 
“Cellco” means Cellco Partnership d/b/a Verizon Wireless, a Delaware general partnership, doing business as Verizon Wireless.
 
“Certificate” means either the Class A Certificate or the Class B Certificate, as the context requires.
 
“Certificate Distribution Account” means the account established and maintained as such pursuant to Section 4.1(a) of the Trust Agreement.
 
“Certificate of Trust” means the Certificate of Trust of Verizon Master Trust.
 
“Certificate Paying Agent” means initially the Owner Trustee and any other Person appointed as Certificate Paying Agent under Section 3.11 of the Trust Agreement.
 
“Certificateholder” means the registered holder of a Certificate.
 
“Class” means any class of Notes of any Series.
 
“Class A Certificate” means the Class A Certificate executed by the Trust and authenticated by the Owner Trustee, evidencing a portion of the Equity Interest in the Trust, substantially in the form attached as Exhibit B-1 to the Trust Agreement.
 
“Class A Certificateholder” means collectively, the Originators or their designee.
 
“Class B Certificate” means the variable funding certificate executed by the Trust and authenticated by the Owner Trustee, substantially in the form attached as Exhibit B-2 to the Trust Agreement.
 
“Class B Certificate Principal Balance” means (i) on the Initial Closing Date, $0 and (ii) on any Acquisition Date, an amount equal to the excess, if any, of the Receivables Transfer Amount for the Receivables to be acquired by the Trust on such Acquisition Date over the Receivables Cash Transfer Amount for such Receivables; provided, that, with respect to clause
 
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(ii), immediately following the acquisition by the Depositor of Receivables from the Originators on any Acquisition Date, and upon distribution by the Depositor to the Originators of the amounts set forth in Section 2.2 of the Originator Receivables Transfer Agreement, the Class B Certificate Principal Balance will be decreased to zero for such date.
 
“Class B Certificateholder” means the Depositor or its designee.
 
“Class R Interest” has the meaning set forth in the applicable Trust Financing Agreement for a Series, if applicable.
 
“Clearing Agency” means an organization registered as a “clearing agency” under Section 17A of the Exchange Act.
 
“Closing Date” means, with respect to any Series, the date specified as such in the related Trust Financing Agreement.
 
“Code” means the Internal Revenue Code of 1986, as amended.
 
“Collateral” means (a) the Trust Property, (b) all present and future claims, demands, causes of action and choses in action relating to the Trust Property and (c) all payments on or under and all proceeds of the Trust Property.
 
“Collateral Account” has the meaning set forth in Section 2.1 of the relevant Account Control Agreement.
 
“Collateral Release Date” means the earliest date on which all of the following shall have occurred: (i) the satisfaction and discharge of each Indenture in accordance with its terms, (ii) the termination of all commitments to extend credit under all other Trust Financings, and (iii) the payment in full of all Secured Obligations (other than contingent indemnification obligations that have not been asserted).
 
“Collection Account” means the account or accounts established under Section 4.1(a) of the Transfer and Servicing Agreement.
 
“Collection Period” means (i) initially, for any Group, the period from the end of the calendar day on the Initial Cutoff Date for such Group to and including the last day of the calendar month immediately preceding the month in which the initial Payment Date occurs and (ii) each calendar month thereafter.  For a Payment Date, the related Collection Period means the Collection Period before the month in which such Payment Date occurs, unless otherwise specified for any Series in the related Trust Financing Agreement.
 
“Collections” means, for a Collection Period, all cash collections received from Obligors and any other cash proceeds (whether in the form of cash, wire transfer or check) in respect of the Receivables received and applied by the Servicer to the payment of the Receivables during that Collection Period, but excluding:
 

 (i)
the Supplemental Servicing Fee;
 
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 (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.
 
“Commission” means the U.S. Securities and Exchange Commission, and any successor thereto.
 
“Consumer Device Payment Plan Agreement” means a device payment plan agreement that is associated with an account of a Person that is a consumer customer.
 
“Consumer Obligor” means an Obligor under a Consumer Device Payment Plan Agreement.
 
“Consumer Receivable” means a Receivable that is a Consumer Device Payment Plan Agreement.
 
“Controlling Class” means with respect to each Series, the meaning set forth in the related Trust Financing Agreement.
 
“Corporate Trust Office” means,
 

 (a)
for the Owner Trustee or the Trust:
 
Rodney Square North, 1100 North Market Street
Wilmington, Delaware 19890-1600
Attn:  Corporate Trust Administration
Telephone: 302-636-6704
Fax: 302-636-4141
 
or at another address in the State of Delaware as the Owner Trustee may notify the Master Collateral Agent, the Creditor Representatives, the Administrator, the Depositor and any Indenture Trustee,
 

 (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:
 
U.S. Bank Trust Company, National Association
Global Structured Finance
190 South LaSalle Street,
Chicago, IL 60603
MK-IL-SL7
Attn: Global Structure Finance/Verizon Master Trust

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Telephone:  312-332-7462
Fax:  312-332-7992
matthew.smith2@usbank.com
 
or at such other address as the Master Collateral Agent or Paying Agent may notify the Owner Trustee, the Depositor, the Administrator and the Creditor Representatives.
 
“Cosign Agreement” means, with respect to any Business Device Payment Plan Agreement, the related cosign joint liability agreement or other similar agreement, if any, that is entered into between Cellco and the related Cosign Party, as the same may be amended from time to time.
 
“Cosign Party” means, with respect to any Business Device Payment Plan Agreement, the Person, if any, that has entered into a related Cosign  Agreement with Cellco.
 
“Credit” means any payment credit (including one-time upfront credits and contingent, recurring credits), including the application of a returned security deposit and credits accrued on Verizon’s rewards credit card, allocated to the account of an Obligor that is applied by the Servicer against amounts due on the Obligor’s related invoice.
 
“Credit Exposure” means (i) with respect to the Trust and any Noteholder and any Indenture Series or Class at any time, the Outstanding Principal Amount of all Notes of such Noteholder under such Indenture Series or Class that are Outstanding at such time, and (ii) with respect to the Trust and any other Creditor and the related Trust Financing Agreement at any time, the greater of (A) the then current amount of the commitments or credit limits, as applicable (Outstanding and unused) of such Creditor under such Trust Financing Agreement to make Credit Extensions to the Trust at such time, and (B) the Outstanding Principal Amount of all Credit Extensions of such Creditor under such Trust Financing that are Outstanding at such time.
 
“Credit Extension” means a Loan, Note or other extension of credit by a Creditor to the Trust under a Trust Financing.
 
“Credit Payment” means, with respect to any Collection Period, an amount equal to the reduction in the amount owed by an Obligor under a Receivable due to the application of any Credits to such Obligor’s account that would have otherwise constituted Collections during such Collection Period.
 
“Creditor” means each Lender, Noteholder or other similar creditor of the Trust under any Trust Financing Agreement.  For the avoidance of doubt, each Group Creditor is also a Creditor.
 
“Creditor Party” means the Master Collateral Agent, the Owner Trustee, any Authenticating Agent, any Paying Agent, each Creditor Representative and each Creditor.
 
“Creditor Representative” means each agent, trustee or other Person designated as a representative of the Creditors under a Trust Financing Agreement that delivers a joinder to the Master Collateral Agreement pursuant to Section 3.1(b)(x) of the Master Collateral Agreement.
 
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For the avoidance of doubt, each Group Creditor Representative is also a Creditor Representative.
 
“Current Upgrade Offer” means the current upgrade offer extended by Verizon Wireless as of the date hereof to an existing Obligor under which such Obligor can upgrade certain specified Devices that are the subject of a device payment plan agreement if the following terms and conditions specified in such offer are satisfied:
 

 •
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 fourteenthirty (1430) days, Verizon Wireless will agree, for the benefit of such customer and for the express benefit of any assignee of such customer’s original device payment plan agreement, to acquire such customer’s eligible device for the remaining balance of the related customer’s original device payment plan agreement and pay off and settle that remaining balance.  After Verizon Wireless does that, such customer’s only remaining obligations will be under the new device payment plan agreement and for associated wireless service;
 

 •
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.
 
“Custodian” means Cellco, in its capacity as custodian of the Receivable Files.
 
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“Customer ID” means, with respect to any Receivable, the unique identification value assigned to a customer by Verizon, which is associated with the invoicing or billing for the underlying account related to such Receivable.
 
“Customer Tenure” means the number of months the Obligor has had a Verizon Wireless account based on the oldest active account establishment date for such Obligor, which may include periods of up to fifty (50) days of disconnected service, up to ninety (90) days of suspended service or longer service suspensions in connection with the Servicemembers Civil Relief Act.
 
“Cutoff Date” means, (a) with respect to each Receivable designated to a Group on an Acquisition Date, (i) the date specified as the Cutoff Date relating to such Receivable (which in any event shall not be later than the related Acquisition Date) in the Acquisition Notice delivered with respect to the month in which such Acquisition Date occurred or (ii) if no such date is specified as the Cutoff Date relating to such Receivable in the Acquisition Notice delivered with respect to the month in which such Acquisition Date occurred, the end of the day on the last day of the month immediately preceding the month in which the Acquisition Date for such Receivable occurs and (b) with respect to each Receivable re-designated to a Group on a Re-Designation Date, (i) the date specified as the Cutoff Date in the Re-Designation Notice relating to such Receivable (which in any event shall not be later than the related Re-Designation Date) or (ii) if no such date is specified as the Cutoff Date in the Re-Designation Notice relating to such Receivable, the end of the day on the last day of the month immediately preceding the month in which the Re-Designation Date for such Receivable occurs.
 
“Debtor Relief Law” means the Code and any liquidation, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar Laws, whether United States Federal or State, affecting the rights or remedies of creditors generally, as in effect from time to time.
 
“Definitive Notes” has the meaning set forth in Section 2.13 of the Indenture for the applicable Indenture Series.
 
“Delaware Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code.
 
“Delinquency Trigger Percentage” with respect to any Group, has the meaning set forth in the related Trust Financing Agreement.
 
“Delinquent” means an account on which an Obligor has unpaid charges remaining on the related account on the day immediately following the related date due as indicated on the Obligor’s bill, it being understood that with respect to a Business Receivable, such calculation shall be made as if payments on such Business Receivable were due on a monthly basis.
 
“Depositor” means Verizon ABS II LLC, a Delaware limited liability company.
 
“Depositor Transferred Property” means, for any Acquisition Date, (a) the Originator Transferred Property, (b) the Additional Transferor Transferred Property, if applicable, (c) the Depositor’s rights under the applicable Receivables Transfer Agreements, (d) all present and future claims, demands, causes of action and choses in action relating to any of the property
 
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described above, and (e) all payments on or under and all proceeds of the property described above.
 
“Determination Date” means, for each Payment Date, the third Business Day immediately preceding such Payment Date.
 
“Device” means the wireless device that is the subject of a device payment plan agreement that is a Receivable.
 
“Discount Rate” means, with respect to any Receivable and any Series, the greater of (a) the “Discount Rate” set forth in the Trust Financing Agreement for such Series and (b) the contractual interest rate, if any, for such Receivable.
 
“Discount Ratio” means, as of any date of determination (and calculated as of the related Measurement Date) with respect to any Series, the ratio determined as (a) the related Group Pool Balance, divided by (b) the present value, calculated for such Series and each related Group Receivable using the applicable Discount Rate for such Series, of the remaining unpaid payments for the related Group Eligible Receivables.
 
“Discounted Series Invested Amount” means, with respect to any Series and any date of determination (and calculated as of the related Measurement Date), an amount equal to the product of (i) the Series Invested Amount for such Series and (ii) (a) the related Group Pool Balance, divided by (b) the present value (discounted using the Discount Rate for such Series) of the remaining unpaid payments for all Group Receivables included in the related Group Pool Balance.
 
“Distribution Account” means, with respect to any Series, an account established as such pursuant to the applicable Trust Financing Agreement.
 
“Dispute Resolution Party” has the meaning set forth in Section 11.2 of the Transfer and Servicing Agreement.
 
“Eligible Receivable” means, with respect to any Series, a Receivable that satisfies the eligibility characteristics set forth in the related Trust Financing Agreement (including such eligibility characteristics as may be set forth in the definition of “Eligible Receivable” contained therein).
 
“Enhancement Agreement” means any agreement, instrument or document governing the terms of any Series Enhancement or pursuant to which any Series Enhancement is issued.
 
“Equityholder” means Verizon DPPA True-up Trust, a Delaware statutory trust.
 
“Equity Interest” means a beneficial ownership interest in the Trust, as recorded on the Trust Register.
 
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
 
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“Event of Default” means, with respect to a Group, the events of default set forth in the related Group Supplement.
 
“Excess Concentration Amount” means, with respect to each Series and any date of determination (and calculated as of the related Measurement Date), an amount equal to the aggregate Principal Balance of the related Group Eligible Receivables that exceed the concentration limits for such Series (without duplication).
 
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
 
“FATCA” means Sections 1471 through 1474 of the Code (or any amended or successor version that is substantively comparable), any current or future regulations or official interpretations thereof, any intergovernmental agreements or implementing legislation, regulations or official guidance with respect thereto, and any agreements entered into pursuant to Section 1471(b)(1) of the Code.
 
“FICO® Score 8” means the FICO® Score 8 calculated, with respect to each Consumer Receivable on or about the date on which such Consumer Receivable was originated.
 
“Final Maturity Date” means, with respect to any Credit Extensions, the final maturity date for such Credit Extension as set forth in the related Trust Financing Agreement.
 
“Financial Institution” has the meaning set forth in the preamble to the relevant Account Control Agreement.
 
“Financing Adjustment Date” means, with respect to any Group, each of (i) the opening of business on the first day of each Collection Period, (ii) the last day of each Collection Period, (iii) each Cutoff Date for related Group Receivables, (iv) each Transferred Receivable Cutoff Date for related Group Receivables, (v) each Re-Designation Cutoff Date for related Group Receivables (with respect to Receivables being designated to or from such Group), (vi) each date on which the Outstanding Principal Amount of any Group Credit Extension is increased or decreased and (vii) the Closing Date for any Group Series.
 
“Fitch” means Fitch Ratings, Inc.
 
“Government Receivable” means a Receivable that is associated with the account of a government customer.
 
“Governmental Authority” means any government or political subdivision or any agency, authority, bureau, regulatory body, central bank, commission, department or instrumentality of any such government or political subdivision, or any other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government or any court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether or not part of a government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic.
 
“Grant” means to mortgage, pledge, assign and to grant a lien on and a security interest in the relevant property.
 
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“Group” means any pool to which Receivables have been designated in accordance with the Master Collateral Agreement.
 
“Group 60-Day Delinquent Receivable” means, for any date of determination and any Group, a 60-Day Delinquent Receivable that is a Receivable designated to such Group.
 
“Group Allocated Percentage” means, with respect to any Series of a Group and any date of determination (and calculated as of the related Measurement Date), an amount equal to the product of (i) the Group Percentage for such Group and (ii) the Series Allocation Percentage for such Series.
 
“Group Assets” means, with respect to any Group, (a) the Trust Property relating to Receivables designated to such Group, (b) all present and future claims, demands, causes of action and choses in action relating to the Trust Property relating to Receivables designated to such Group and (c) all payments on or under and all proceeds of the Trust Property relating to Receivables designated to such Group.
 
“Group Available Funds” means, for a Payment Date and any Group, the sum of the following amounts for the Payment Date (without duplication):
 

 (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.
 
“Group Creditors” means, with respect to any Group, the Creditors of each Series related to such Group.
 
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“Group Creditor Representatives” means, with respect to any Group, each Creditor Representative for any Series related to such Group.
 
“Group Delinquency Trigger” means, with respect to a Collection Period, the aggregate Principal Balance of Group 60-Day Delinquent Receivables as a percentage of the aggregate Principal Balance of the related Group Receivables as of the end of such Collection Period exceeds the related Delinquency Trigger Percentage for such Collection Period.
 
“Group Eligibility Representation” has the meaning set forth in Section 3.3 of the related Receivables Transfer Agreement.
 
“Group Eligible Receivable” means, with respect to any Group, each Receivable that is an Eligible Receivable for at least one Series related to such Group.
 
“Group Percentage” means, with respect to any Group and any date of determination (and calculated as of the related Measurement Date), a fraction, expressed as a percentage, (i) the numerator of which is equal to the aggregate Principal Balance of all Receivables designated to such Group and (ii) the denominator of which is equal to the aggregate Principal Balance of all Receivables.
 
“Group Pool Balance” means, for any Group, the Pool Balance for such Group.
 
“Group Receivable” means, with respect to any Group, each Receivable designated to such Group in an Acquisition Notice or re-designated to such Group in accordance with the Section 3.3 of the Master Collateral Agreement, but excluding any such Receivable that becomes a Transferred Receivable or Reconveyed Receivable, or is re-designated from such Group to another Group in accordance with the Section 3.3 of the Master Collateral Agreement.
 
“Group Review Receivable” has the meaning set forth in the Asset Representations Review Agreement.
 
“Group Secured Obligations” means, with respect to any Group, the Secured Obligations for each Group Series.
 
“Group Secured Parties” means, with respect to any Group (i) the Master Collateral Agent, (ii) the related Group Creditors and related Group Creditor Representatives and (iii) each other Person specified as a secured party in any Trust Financing Agreement for a Series related to such Group.
 
“Group Series” means, with respect to any Group, each Series that is Outstanding as of any date of determination that is related to such Group.
 
“Group Supplement” has the meaning set forth in Section 3.2 of the Master Collateral Agreement.
 
“Indemnified Amounts” has the meaning set forth in Section 7.4(a) of the Master Collateral Agreement and as may be specified in any Series Related Document.
 
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“Indemnified Person” has the meaning set forth in Section 6.3(a) of the Transfer and Servicing Agreement, Section 7.2(a) of the Trust Agreement, Section 7.4(a) of the Master Collateral Agreement and as may be specified in any Series Related Document.
 
“Indenture” means, with respect to any Indenture Series, an indenture to be entered into between the Trust and the related Indenture Trustee, executed and delivered in connection with the original issuance of the Notes of such Indenture Series.
 
“Indenture Series” means any series of Notes issued under an Indenture, which may include within any such Indenture Series a Class or Classes of Notes subordinate to another such Class or Classes of Notes of the same Indenture Series.
 
“Indenture Trustee” means the indenture trustee appointed under the Indenture for the applicable Indenture Series.
 
“Independent” means that the relevant Person (a) is independent of the Trust, the Depositor and their Affiliates, (b) does not have any direct financial interest or any material indirect financial interest in the Trust, the Depositor or their Affiliates and (c) is not an officer, employee, underwriter, trustee, partner, director or person performing similar functions of or for the Trust, the Depositor or their Affiliates.
 
“Independent Certificate” means a certificate or opinion to be delivered to an Indenture Trustee under the circumstances described in Section 11.3 of the related Indenture, made by an Independent appraiser, a firm of certified public accountants of national reputation or other expert appointed by a Trust Order and approved by the related Indenture Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of “Independent” in the related Indenture and that the signer is Independent within the meaning thereof.
 
“Independent Investment Banker” means an independent investment banking or commercial banking institution of national standing appointed by Verizon Communications.
 
“Individual Sign Agreement” means, with respect to any Business Device Payment Plan Agreement, the related cosign agreement (with individual sign indicator selection) or other similar agreement, if any, that is entered into between Cellco and the related Individual Sign Party, as the same may be amended from time to time.
 
“Individual Sign Party” means, with respect to any Business Device Payment Plan Agreement, the Person, if any, that has entered into a related Individual Sign Agreement with Cellco.
 
“Ineligible Amount” means, with respect to any Series and any date of determination (and calculated as of the related Measurement Date), an amount equal to the aggregate Principal Balance of the related Group Receivables that are not Eligible Receivables for such Series.
 
“Initial Closing Date” means May 25, 2021.
 
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“Initial Cutoff Date” means, with respect to any Group, the date specified in the related Group Supplement.
 
“Initial Trust Property” means (a) the Depositor Transferred Property for the Initial Closing Date, (b) the Trust’s rights under the Transfer and Servicing Agreement, (c) all security entitlements to the Trust Accounts  and the Trust Account Property, (d) all present and future claims, demands, causes of action and choses in action for any of the foregoing and (e) all payments on and proceeds for any of the foregoing.
 
“Insolvency Event” means, for a Person, that (1) (a) such Person admits in writing its inability to pay its debts generally as they become due, or makes a general assignment for the benefit of creditors, or (b) any proceeding is instituted by or against such Person seeking to adjudicate it bankrupt or insolvent, or seeking the liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, or (c) such Person generally does not pay its debts as such debts become due and, in the case of any proceeding instituted against such Person, such proceeding remains unstayed for more than sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered or (2) such person takes any corporate action to authorize any such action.
 
“Investment Company Act” means the Investment Company Act of 1940, as amended.
 
“Law” means any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, executive order, order, court order, injunction, writ, decree, directive, judgment, injunction, award or similar item of or by a Governmental Authority or any interpretation, implementation or application thereof.
 
“Lender” has the meaning set forth in any Trust Financing Agreement.
 
“Letter of Credit” has the meaning set forth in the applicable Trust Financing Agreement for a Series.
 
“Letter of Credit Provider” has the meaning set forth in the applicable Trust Financing Agreement for a Series.
 
“Lien” means a security interest, lien, charge, pledge or encumbrance.
 
“Loan” has the meaning assigned to such term, to an “Advance” or to any similar term in any Trust Financing Agreement.
 
“Loan Series” means any Trust Financing provided under a loan or similar financing agreement with the Trust as borrower.
 
“Majority Creditor Representatives” means, at any time and without duplication, Creditor Representatives for Creditors representing a majority of the aggregate Credit Exposure of the Trust Financings Outstanding at such time.
 
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“Majority Group Creditor Representatives” means, with respect to any Group, at any time and without duplication, Creditor Representatives of all Series of such Group representing a majority of the aggregate Credit Exposure of the Credit Extensions of such Group.
 
“Majority Noteholders” has the meaning set forth in the Indenture for the applicable Indenture Series.
 
“Majority Public Noteholders” means, at any time and without duplication, Public Noteholders representing a majority of the Outstanding Principal Amount of all Publicly Registered Notes.
 
“Marketing Agent” means Cellco.
 
“Marketing Agent Agency Agreement” means the Amended and Restated Marketing Agent Agency Agreement, dated as of September 27, 2016, between the Marketing Agent and the Verizon Originators.
 
“Master Collateral Agent” means U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), not in its individual capacity but solely as Master Collateral Agent under the Master Collateral Agreement, or any successor Master Collateral Agent under the Master Collateral Agreement.
 
“Master Collateral Agent Fee” means a monthly fee equal to $1,666.67 per month, payable on each Payment Date to the Master Collateral Agent as compensation for its services under the Master Collateral Agreement.
 
“Master Collateral Agreement” means the Master Collateral Agency and Intercreditor Agreement, dated as of the Initial Closing Date, among the Trust, the Master Collateral Agent, the Servicer and the Creditor Representatives from time to time party thereto.
 
“Material Adverse Effect” means, with respect to any event or circumstance, a material adverse effect on the ability of the applicable Person to perform its obligations under any Transaction Document or Series Related Document.
 
“Measurement Date” means, for purposes of making any calculation or performing any measurement or making any determination, the applicable date set forth below:
 

 (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;
 
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 (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.
 
“Monthly Investor Report” has the meaning set forth in Section 3.5(a) of the Transfer and Servicing Agreement.
 
“Monthly Remittance Condition” means the satisfaction of the following conditions:
 

 (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.
 
“Moody’s” means Moody’s Investors Service, Inc.
 
“New Upgrade DPP” has the meaning set forth in Section 4.3(g) of the Transfer and Servicing Agreement.
 
“Non-U.S. Person” means any Person who is not (i) a citizen or resident of the United States in the case of a natural person, (ii) a corporation or partnership (or an entity treated as a corporation or partnership for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof, including the District of Columbia (unless, in the case of an entity treated as a partnership for U.S. federal income tax purposes, Treasury Regulations are adopted that provide otherwise), (iii) an estate, the income of which is subject to United States Federal income taxation, regardless of its source, (iv) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in the Code and Treasury Regulations) have the authority to control all substantial decisions of the trust; or (v) a trust that was in existence prior to August 20, 1996 and that, under Treasury Regulations, is eligible to elect, and does validly elect, to be treated as a United States person (as defined in the Code and Treasury Regulations) despite not meeting the requirements of clause (iv).
 
“Note” means one of the notes issued by the Trust pursuant to an Indenture.
 
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“Note Owner” means, with respect to a Book-Entry Note that is a Publicly Registered Note, the Person who is the owner of such Book-Entry Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with the Clearing Agency (directly as a Clearing Agency participant or as an indirect participant, in each case in accordance with the rules of the Clearing Agency).
 
“Noteholder” means the Person in whose name a Note is registered on the Note Register or such other Person deemed to be a “Noteholder” in the Indenture for the applicable Indenture Series.
 
“Note Register” has the meaning set forth in the Indenture for the applicable Indenture Series.
 
“Note Registrar” has the meaning set forth in the Indenture for the applicable Indenture Series.
 
“Notice of Sole Control” has the meaning set forth in Section 6.8(a) of the relevant Account Control Agreement.
 
“Obligor” means, with respect to any Receivable, the Person that (x) has signed the account agreement that relates to such Receivable and (y) owes payment under such Receivable; provided that, in the case of any Business Receivable, (A) for purposes of any discussion under any Transaction Document or other Series Related Document, regarding the Person that is obligated to make payments under such Receivable, (i) if no Affiliated Party exists with respect to such Receivable, such Person under clause (x) above shall be deemed to be the related Associated Account Agreement Party and (ii) if an Affiliated Party exists with respect to such Receivable, (1) such Person under clause (x) above shall be deemed to be such Affiliated Party and (2) except as otherwise set forth in the related Associated Account Agreement, Individual Sign Agreement (if any) and/or Cosign Agreement (if any), as applicable, the term “Obligor” shall also be deemed to refer to the related Associated Account Agreement Party, Individual Sign Party (if any) and/or Cosign Party (if any), as applicable, and (B) for all other purposes, such Person shall be deemed to be the related Person assigned to the related Customer ID for such Receivable.
 
“Officer’s Certificate” means (a) for the Trust, a certificate signed by a Responsible Person of the Trust and (b) for the Depositor, the Administrator, the Marketing Agent, the Parent Support Provider, any Originator or the Servicer, a certificate signed by any officer of such entity, as applicable.
 
“Opinion of Counsel” means a written opinion of counsel (which may be internal counsel) which counsel is reasonably acceptable to the Master Collateral Agent, the Owner Trustee and the Rating Agencies, as applicable.
 
“Originator” means Cellco, each Affiliate of Verizon Communications listed on Schedule A of the Originator Receivables Transfer Agreement and any additional Affiliate of Verizon Communications not listed on Schedule 1 to Exhibit A of the Originator Receivables Transfer Agreement that either (x) executes an Originator Joinder Agreement substantially in the form of Exhibit B to the Originator Receivables Transfer Agreement and otherwise becomes a party to
 
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the Originator Receivables Transfer Agreement in accordance with its terms or (y) that has transferred any Receivables to an Additional Transferor which Receivables are transferred to the Depositor pursuant to the applicable Additional Transferor Receivables Transfer Agreement.
 
“Originator Joinder Agreement” means each Originator Joinder Agreement substantially in the form of Exhibit B to the Originator Receivables Transfer Agreement.
 
“Originator Receivables Transfer Agreement” means the Originator Receivables Transfer Agreement, dated as of the Initial Closing Date, between the Originators party thereto and the Depositor.
 
“Originator Transferred Property” means, for any Acquisition Date, (a) the related Receivables transferred by related Originators, (b) all amounts received and applied on such Receivables on or after the end of the calendar day on the related Cutoff Date, (c) all present and future claims, demands, causes of action and choses in action relating to any of the property described above and (d) all payments on or under and all proceeds of the property described above.
 
“Other Assets” means any assets (other than the Trust Property) sold, assigned or conveyed or intended to be sold, assigned or conveyed by the Depositor to any Person other than the Trust, whether by way of a sale, capital contribution, pledge or otherwise.
 
“Other Trustee” has the meaning set forth in Section 11.14 of the Master Collateral Agreement.
 
“Outstanding” means, as of any date of determination, (x) all Notes theretofore authenticated and delivered under the Indenture except: (a) Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation; (b) Notes or portions thereof the payment for which funds in the necessary amount have been theretofore deposited with the applicable Indenture Trustee or any Paying Agent in trust for the Noteholders (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture); and (c) Notes in exchange for or in lieu of other Notes that have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the applicable Indenture Trustee is presented that any such Notes are held by a Protected Purchaser; and (y) Credit Extensions outstanding under any other Trust Financings; provided that in determining whether the Creditors holding the requisite Outstanding Principal Amount of the Notes and other Credit Extensions have given any request, demand, authorization, direction, notice, consent or waiver under any Series Related Document, Notes or other Credit Extensions owned by the Trust, the Depositor, the Servicer or their respective Affiliates shall be disregarded and deemed not to be Outstanding, provided that, the Master Collateral Agent or any Creditor Representative, as the case may be, shall be fully protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, containing a certification to the effect that such Noteholder or Creditor is not an Affiliate of the Trust, the Depositor or the Servicer, absent manifest error. Notes and other Credit Extensions owned by the Trust, the Depositor, the Servicer or their respective Affiliates that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Master Collateral Agent or such Creditor Representative, as the case may be, the pledgee’s right so to act with respect to such
 
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Notes and other Credit Extensions and certifies to the Master Collateral Agent or such Creditor Representative that the pledgee is not the Trust, the Depositor, the Servicer or any Affiliate thereof.  However, Notes owned by the Trust, the Depositor, the Servicer or their respective Affiliates will be considered to be Outstanding if (A) no other Notes remain Outstanding, or (B) the Notes have been pledged in good faith and the pledgee establishes to the reasonable satisfaction of the applicable Indenture Trustee the pledgee’s right to act for the Notes and that the pledgee is not the Trust, the Depositor, the Servicer or their Affiliates.  The Master Collateral Agent may rely upon any request, demand, authorization, direction, notice, consent or waiver delivered to it by a Creditor Representative and shall have no duty or obligation to monitor, investigate or determine whether the Creditor Representative has properly obtained or determined that the Notes or Credit Extensions owned by the Creditors it represents are Outstanding.
 
“Outstanding Principal Amount” means, as of any date of determination (and calculated as of the related Measurement Date) with respect to the Notes, the Loans or other Credit Extensions, the aggregate outstanding principal amount of the Notes, Loans or other Credit Extensions, as the context requires.
 
“Owner Trustee” means Wilmington Trust, National Association, a national banking association, not in its individual capacity but solely as Owner Trustee under the Trust Agreement.
 
“Owner Trustee Fee” means an annual fee equal to $5,000, payable on the Payment Date occurring in July of each calendar year, beginning in July, 2021 plus an additional fee of $15,000 per Series, payable on the first Payment Date for such Series and each calendar year thereafter.
 
“Parent Support Agreement” means the Parent Support Agreement, dated as of the Initial Closing Date, among the Parent Support Provider, the Depositor, the Trust and the Master Collateral Agent.
 
“Parent Support Provider” means Verizon Communications.
 
“Paying Agent” means with respect to the Collection Account and each Trust Account, initially the Master Collateral Agent or any other Person that meets the eligibility standards for the Master Collateral Agent (except subsection (a)(4)(i) of Rule 3a-7 of the Investment Company Act) specified in Section 7.8 of the Master Collateral Agreement and is authorized by the Trust to make the payments from such accounts, including payment of principal of or interest on the Credit Extensions on behalf of the Trust; provided that if the Trust Financing Agreement for a Series so provides, a separate or additional Paying Agent may be appointed with respect to such Series.
 
“Payment Date” means the 20th day of each month or, if not a Business Day, the next Business Day, starting in July 2021.  For a Collection Period, the related Payment Date means the Payment Date following the end of the Collection Period.
 
“Percentage Interest” means, with respect to each Certificate, the percentage interest in the Trust represented by such Certificate.
 
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“Permitted Activities” has the meaning set forth in Section 2.3(a) of the Trust Agreement.
 
“Permitted Investments” means book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form that evidence:
 
(a) (x) direct or fully guaranteed United States treasury obligations, (y) U.S. Department of Housing and Urban Development public agency bonds, Federal Housing Administration debentures, Government National Mortgage Association guaranteed mortgage-backed securities or participation certificates, RefCorp debt obligations, SBA-guaranteed participation certificates and guaranteed pool certificates or (z) Farm Credit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated debt obligations, Federal Home Loan Mortgage Corp. debt obligations and Federal National Mortgage Association debt obligations, if, with respect to the investments listed in clause (z) and if any Credit Extensions are then rated, they meet the criteria of each Rating Agency for collateral for securities having ratings equivalent to the respective highest ratings of the Credit Extensions in effect at such time;
 
(b) demand deposits, time deposits, certificates of deposit or bankers’ acceptances of any depository institution or trust company (i) incorporated under the laws of the United States or any State or any United States branch or agency of a foreign bank, (ii) subject to supervision and examination by federal or State banking or depository institution authorities and (iii) where the commercial paper or other short-term unsecured debt obligations (other than obligations with a rating based on the credit of a Person other than the depository institution or trust company) of such depository institution or trust company have the Required Rating;
 
(c) commercial paper, including asset-backed commercial paper, having the Required Rating;
 
(d) investments in money market funds having a rating in the highest investment grade category from each Rating Agency that both issues ratings with respect to the applicable money market fund and rates any Outstanding Credit Extensions (including funds for which the Master Collateral Agent or the Owner Trustee or any of their Affiliates is investment manager or advisor); and
 
(e) if any Credit Extensions are then rated, any other investment that is acceptable to each Rating Agency of any such Credit Extensions hereunder.
 
“Permitted Lien” means a Lien that attaches by operation of law, or any security interest of the Depositor in the Originator Transferred Property under the Originator Receivables Transfer Agreement, the Depositor in the Additional Transferor Transferred Property under the related Additional Transferor Receivables Transfer Agreement, the Trust in the Depositor Transferred Property under the Transfer and Servicing Agreement, the Master Collateral Agent in the Collateral under the Master Collateral Agreement or any Indenture Trustee in any collateral specified with respect to the related Series under the related Indenture.
 
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“Person” means a legal person, including a corporation, natural person, joint venture, limited liability company, partnership, trust, business trust, association, government, a department or agency of a government or any other entity.
 
“Personally Identifiable Information” has the meaning set forth in the Asset Representations Review Agreement.
 
“Pool Balance” means, for any Group as of any date of determination (and calculated as of the related Measurement Date), an amount equal to the aggregate Principal Balance of the Group Eligible Receivables. For purposes of calculating the Pool Balance of any Group as of any Measurement Date, such Pool Balance shall (i) include (x) all Group Receivables with a Cutoff Date on or prior to such Measurement Date, even if the Acquisition Date for such Group Receivables occurs subsequent to such Measurement Date, so long as the Acquisition Date with respect to such Group Receivables occurs on or prior to the date of determination to which such Measurement Date relates and (y) all Group Receivables re-designated to such Group with a Re-Designation Cutoff Date on or prior to such Measurement Date, even if the Re-Designation Date for such Group Receivables occurs subsequent to such Measurement Date, so long as the Re-Designation Date with respect to such Group Receivables occurs on or prior to the date of determination to which such Measurement Date relates and (ii) exclude (x) all Transferred Receivables and Reconveyed Receivables with a Transferred Receivables Cutoff Date or Reconveyance Cutoff Date, as applicable, on or prior to such Measurement Date, even if the Transfer Date for such Transferred Receivables or the Reconveyance Date for such Reconveyed Receivables, as applicable, occurs after such Measurement Date, so long as the Transfer Date with respect to such Transferred Receivables or Reconveyance Date with respect to such Reconveyed Receivables, as applicable, occurs on or prior to the date of determination to which such Measurement Date relates and (y) all Receivables re-designated from such Group with a Re-Designation Cutoff Date on or prior to such Measurement Date, even if the Re-Designation Date for such Re-Designated Receivables, as applicable, occurs after such Measurement Date, so long as the Re-Designation Date with respect to such Re-Designated Receivables occurs on or prior to the date of determination to which such Measurement Date relates.
 
“Pool Balance Deficit” means, for any Group as of any date of determination (and calculated as of the related Measurement Date), the amount, if any, by which (a) the Required Pool Balance for such Group is greater than (b) the Group Pool Balance.
 
“Potential Amortization Event” means any event that would constitute an Amortization Event with the giving of notice or the passage of time or both.
 
“Potential Default” means any event that with notice or the passage of time or both would become an Event of Default.
 
“Potential Servicer Termination Event” means any event that would constitute a Servicer Termination Event with the giving of notice or the passage of time or both.
 
“Primary Event of Default” means, with respect to a Group, the primary events of default set forth in the related Group Supplement.
 
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“Primary Series Document” means, with respect to any Series, each of (i) the Master Collateral Agreement and (ii) the related Trust Financing Agreement.
 
“Principal Balance” means, for a Receivable as of any date of determination (and calculated as of the related Measurement Date), an amount (not less than zero) equal to, without duplication:
 

 (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;
 
provided, that, the Principal Balance for any Written-Off Receivable will be deemed to be zero.
 
“Principal Funding Account” means, with respect to any Series, any account designated as a “Principal Funding Account” pursuant to the applicable Trust Financing Agreement.
 
“Principal Funding Account Limit” means, with respect to any Series, the amount set forth in the applicable Trust Financing Agreement.
 
“Principal Series Terms” means, with respect to any Series, the following information related thereto, not all of which will necessarily apply to each Series:
 
(a) the name or designation and Closing Date for such Series;
 
(b) the initial Outstanding Principal Amount of each Class of Notes, Loans or other type of Credit Extensions (or method for calculating such amount);
 
(c) the interest rate for each Class of Notes, Loans or other type of Credit Extensions of such Series (or method for the determination thereof);
 
(d) the date or dates from which interest shall accrue;
 
(e) the method for allocating related Group Available Funds to Creditors of such Series;
 
(f) the terms of any form of Series Enhancement with respect thereto;
 
(g) the terms, if any, on which the Notes, Loans or other Credit Extensions of such Series may be exchanged for Notes or other Credit Extensions of another Series, repurchased or remarketed to other investors;
 
(h) (x) the number of Classes of Credit Extensions of such Series, (y) the Final Maturity Date for each Class of Credit Extensions issued in such Series and (z) if more than one Class, the rights and priorities of each such Class;
 
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(i) the extent to which the Credit Extensions of such Series will be issuable in temporary or permanent global form (and, in such case, the depositary for such global note or notes, the terms and conditions, if any, upon which such global note or notes may be exchanged, in whole or in part, for Definitive Notes, and the manner in which any interest payable on a temporary or global note will be paid);
 
(j) whether the Credit Extensions of such Series may be issued in bearer form and any limitations imposed thereon;
 
(k) the priority of such Series with respect to any other Series;
 
(l) whether such Series will be a Sharing Series;
 
(m) the related Trust Financing Agreement;
 
(n) the Required OC Percentage and Discount Rate for such Series;
 
(o) the Amortization Events for such Series;
 
(p) the criteria for determining whether a Receivable is an Eligible Receivable for such Series;
 
(q) the criteria for determining the Excess Concentration Amounts for such Series;
 
(r) any Series Enhancement for such Series and the related Series Enhancer;
 
(s) the Creditor Representative for such Series; and
 
(t) the Group or Groups to which such Series relates.
 
“Proceeding” means a suit in equity, action at law or other judicial or administrative proceeding, or governmental investigation.
 
“Protected Purchaser” has the meaning set forth in Section 8-303 of the UCC.
 
“Public Noteholder” means any Noteholder of Publicly Registered Notes.
 
“Publicly Registered Credit Extensions” means the notes of any Indenture Series that are registered under and offered in compliance with the requirements of the Securities Act.
 
“Publicly Registered Notes” means the Notes of any Indenture Series in a Group that are registered under and offered in compliance with the requirements of the Securities Act.
 
“Qualified Institution” means U.S. Bank National Association, U.S. Bank Trust Company, National Association, Wilmington Trust, National Association, or a trust company or a bank or depository institution organized under the laws of the United States or any State or any United States branch or agency of a foreign bank or depository institution that (i) is subject to supervision and examination by federal or State banking authorities, (ii) has a short-term deposit rating of “F1+” from Fitch, if rated by Fitch, “P-1” from Moody’s, if rated by Moody’s, and “A-
 
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1+” from S&P, if rated by S&P, (iii) if the institution holds any Trust Accounts, has a long-term unsecured debt rating or issuer rating of at least “A” from Fitch, if rated by Fitch, at least “Aa3” from Moody’s, if rated by Moody’s, and at least “A” from S&P, if rated by S&P and (iv) if the institution is organized under the laws of the United States, whose deposits are insured by the Federal Deposit Insurance Corporation.
 
“Rating Agency” means any nationally recognized statistical rating organization rating any Credit Extensions, if any, as set forth in the related Trust Financing Agreement.
 
“Rating Agency Condition” means, with respect to an action or request, (x) if Moody’s has been engaged to rate any Outstanding Credit Extensions, that Moody’s has either (i) notified the Depositor, the Servicer, the Owner Trustee, the Master Collateral Agent and, with respect to actions or requests relating to the Notes of an Indenture Series, the Indenture Trustee for such Indenture Series, that the proposed action or request will not result in a downgrade or withdrawal of its then current rating on any of such Credit Extensions or (ii) if the then-current policies of Moody’s prohibit Moody’s from providing such notice, Moody’s does not notify the Depositor, the Servicer, the Owner Trustee, the Master Collateral Agent or, with respect to actions or requests relating to the Notes of an Indenture Series, the Indenture Trustee for such Indenture Series, that the proposed action or request will result in a downgrade or withdrawal of its then-current rating on any of such Credit Extensions within ten (10) days following any request therefor, (y) if Fitch or any other Rating Agency (other than Moody’s or S&P) has been engaged to rate any Outstanding Credit Extensions, then Fitch or such other Rating Agency, as applicable, does not notify the Depositor, the Servicer, the Owner Trustee, the Master Collateral Agent or, with respect to actions or requests relating to the Notes of an Indenture Series, the Indenture Trustee for such Indenture Series, that the proposed action or request will result in a downgrade or withdrawal of its then-current rating on any of such Credit Extensions within ten (10) days following any request therefor and (z) if S&P has been engaged to rate any Outstanding Credit Extensions, then S&P has been provided with ten (10) days notice of the proposed action or request.
 
“Receivable” means any device payment plan agreement acquired by the Trust on an Acquisition Date, excluding (i) any device payment plan agreement that was a Written-Off Receivable sold under Section 3.4 of the Transfer and Servicing Agreement, (ii) any Reconveyed Receivable and (iii) any Transferred Receivable.
 
“Receivable File” has the meaning set forth in Section 3.10(b) of the Transfer and Servicing Agreement.
 
“Receivables Cash Transfer Amount” means, for an Acquisition Date, and the related Receivables transferred (or to be transferred) on such Acquisition Date, an amount of cash determined at the sole discretion of the Trust and the Depositor, which amount may be equal to zero and in any event shall not be greater than the lesser of (a) the Receivables Transfer Amount and (b) the excess of (i) with respect to the Group to which the related Receivables will be designated, the Aggregate Non-Amortizing Series Allocation Percentage of Collections on the Group Receivables received by the Servicer that have yet to be distributed to the Group Series in accordance with the Master Collateral Agreement over (ii) if such Acquisition Date occurs (A) prior to the Payment Date in any month, the aggregate Series Monthly Payment Amount for each
 
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Group Series as reasonably determined by the Servicer for such Payment Date and the immediately following Payment Date and (B) on or after the Payment Date in any month, the aggregate Series Monthly Payment Amount for each Group Series as reasonably determined by the Servicer for the immediately following Payment Date.
 
“Receivables Transfer Agreements” or “Receivables Transfer Agreement” means, collectively or individually, the Originator Receivables Transfer Agreement and each Additional Transferor Receivables Transfer Agreement, as the context may require.
 
“Receivables Transfer Amount” means, for an Acquisition Date, an amount equal to the discounted present value of the remaining unpaid payments (as of the end of the day on the related Cutoff Date) for the remaining term of such Receivable discounted using the Weighted Average Discount Rate for the Group to which such Receivable will be designated as of the related Cutoff Date, on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received.
 
“Reconveyance Amount” means, for a Reconveyed Receivable, the present value of the Principal Balance of the Receivable as of the Reconveyance Cutoff Date (calculated using the Weighted Average Discount Rate for the related Group as of such date, on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received).
 
“Reconveyance Cutoff Date” means, for any Reconveyed Receivable, the last day of the Collection Period preceding the Collection Period in which the related Reconveyance Date occurs.
 
“Reconveyance Date” means, for any Reconveyed Receivable, the date on which the related Reconveyance Amount is deposited in the Collection Account.
 
“Reconveyed Receivable” means a Receivable (a) acquired by the Servicer under Section 2.7 of the Transfer and Servicing Agreement, Section 3.3 of the Transfer and Servicing Agreement or Section 3.4 or Section 3.5 of any Additional Transferor Receivables Transfer Agreement, (b) acquired by the Marketing Agent under Section 4.3(i) of the Transfer and Servicing Agreement or (c) reacquired by an Originator under Section 3.4 or Section 4.6 of the Originator Receivables Transfer Agreement.
 
“Record Date” means, for a Payment Date and a Book-Entry Note, the end of the day on the day before the Payment Date, and for a Payment Date and a Definitive Note, the last day of the month before the month in which the Payment Date occurs, and with respect to any notice, vote or consent, the most recently occurring Record Date for a Payment Date.
 
“Recoveries” means, for any Written-Off Receivable and a Collection Period, an amount equal to:
 
(a) all amounts received and applied by the Servicer during the Collection Period for such Written-Off Receivable after the date on which it became a Written-Off Receivable including any proceeds from the sale of a Device securing any Receivable; minus
 
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(b) any amounts paid by the Servicer for the account of the related Obligor with respect to such Written-Off Receivable, including collection expenses and other amounts paid to third parties, if any, in connection with collections on the Written-Off Receivable; minus
 
(c) amounts, if any, required by Law or under the Servicing Procedures to be paid to the Obligor with respect to such Written-Off Receivable.
 
“Redemption Date” means any redemption date specified in the Trust Financing Agreement for a Series.
 
“Re-Designation Cutoff Date” means, for any Re-Designated Receivable, the last day of the Collection Period preceding the Collection Period in which the related Re-Designation Date occurs.
 
“Re-Designation Date” means each date on which a Receivable is re-designated from one Group to another Group in accordance with Section 3.3 of the Master Collateral Agreement, as set forth in the related Re-Designation Notice.
 
“Re-Designation Notice” means the notice to the Trust, the Depositor and the Master Collateral Agent regarding the re-designation of Receivables from one Group to a different Group under Section 3.3 of the Master Collateral Agreement, substantially in the form of Exhibit C to the Master Collateral Agreement.
 
 “Re-Designated Receivable” means a Receivable re-designated from one Group to another Group in accordance with the Master Collateral Agreement.
 
“Reference Treasury Dealer” means (1) any independent investment banking or commercial banking institution of national standing and any of its successors appointed by Verizon Communications; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in the United States, referred to as a “Primary Treasury Dealer,” another Primary Treasury Dealer substituted therefor, and (2) any other Primary Treasury Dealer selected by an Independent Investment Banker and approved in writing by Verizon Communications.
 
“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting releases (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005) and Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638, 79 Fed. Reg. 57,184 (Sept. 24, 2014)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.
 
“Requesting Noteholders” has the meaning set forth in Section 12.1 of the Master Collateral Agreement.
 
“Requesting Party” has the meaning set forth in Section 11.2 of the Transfer and Servicing Agreement.
 
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“Required OC Amount” means, with respect to any Series as of any date of determination (and calculated as of the related Measurement Date), an amount equal to (a) the product of (i) the Required OC Percentage for such Series, expressed as a fraction, times (ii) (x) during the Revolving Period for such Series, the Outstanding Principal Amount of any Credit Extensions Outstanding in such Series and (y) during the Amortization Period for such Series, the Outstanding Principal Amount of any Credit Extensions Outstanding in such Series as of the last day of the Revolving Period for such Series, divided by (b) the percentage, expressed as a fraction, equal to 100% minus the Required OC Percentage for such Series.
 
“Required OC Percentage” means, as of any date of determination (and calculated as of the related Measurement Date) with respect to any Series, the “Required OC Percentage,” “Loan Series Required OC Percentage,” “Indenture Series Required OC Percentage” or words to that effect set forth in the Trust Financing Agreement for such Series.
 
“Required Pool Balance” means for any Group as of any date of determination (and calculated as of the related Measurement Date) an amount equal to the excess (if any) of (i) the sum of the Adjusted Series Invested Amount for all related Group Series over (ii) the sum, for each related Group Series, of the following amount for each such Group Series: the lesser of (a) all amounts in any Principal Funding Account for such Group Series and (b) the Principal Funding Account Limit for such Group Series, as applicable.
 
“Required Rating” means, for short term unsecured debt obligations, a rating of at least (a) “A-1” from S&P, (b) “P-1” from Moody’s and (c) “F-1” from Fitch.
 
“Reserve Account” means, with respect to any Series, an account established as such pursuant to the applicable Trust Financing Agreement.
 
 “Reset Date” means, for all Series, each date that is the last day of a Revolving Period for any Series.
 
“Responsible Person” means:
 

 (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
 
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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.
 
“Review” has the meaning set forth in the Asset Representations Review Agreement.
 
“Review Materials” has the meaning set forth in the Asset Representations Review Agreement.
 
“Review Notice” has the meaning set forth in the Asset Representations Review Agreement.
 
“Review Report” means, for an Asset Representations Review, the report of the Asset Representations Reviewer described in Section 3.5 of the Asset Representations Review Agreement.
 
“Revolving Period” means, as to any Series, any period specified in the relevant Trust Financing Agreement as a “Revolving Period,” “Loan Series Revolving Period,” “Indenture Series Revolving Period” or words to that effect, if any, for that Series.
 
“S&P” means S&P Global Ratings.
 
“Sarbanes Certification” has the meaning set forth in Section 6.7(a)(iv) of the Transfer and Servicing Agreement.
 
“Schedule of Receivables” means each schedule identifying any Receivables attached as Schedule A to any Acquisition Notice or Re-Designation Notice or the electronic file with respect thereto delivered by the Depositor, or the Administrator on its behalf, to the Trust and the Master Collateral Agent for an Acquisition Date.
 
“Secondary Event of Default” means, with respect to a Group, the secondary events of default set forth in the related Group Supplement.
 
“Secured Obligations” means, with respect to any Series, all present and future indebtedness and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Trust to any Secured Party arising under or in connection with the related Series Related Document or the transactions contemplated thereby, and shall include, without limitation, all principal of and
 
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interest on any Credit Extensions of such Series and all other amounts due or to become due under the related Series Related Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any bankruptcy, insolvency or similar proceeding with respect to the Trust (in each case whether or not allowed as a claim in such proceeding).
 
“Secured Parties” means the Master Collateral Agent, the Creditors and each Indemnified Person.
 
“Secured Party Order” has the meaning set forth in Section 3.2 of the relevant Account Control Agreement.
 
“securities account” means each Trust Account subject to the terms of an Account Control Agreement.
 
“Securities Act” means the Securities Act of 1933, as amended.
 
“securities intermediary” means U.S. Bank National Association, or another securities intermediary named in the Account Control Agreement for a Series.
 
“Securitization Equity” means any equity interest in a securitization trust (or other entity) sponsored by Cellco, including any increase in the value of such equity interest.
 
“Series” means an Indenture Series or a Loan Series, in each case, entitled to Collections on and other proceeds of the Receivables designated to the Group of which such Series relates.
 
“Series Account” means for any Series any distribution account, principal funding account, reserve account or other deposit, trust, securities escrow or similar account maintained for the benefit of the Creditors with respect to such Series, as specified in the related Trust Financing Agreement.
 
“Series Allocation Percentage” means, for any date of determination with respect to any Series and as determined by the Servicer, a fraction, expressed as a percentage, (a) the numerator of which is (i) if the Revolving Period for such Series is in effect as of the last day of the Collection Period immediately preceding the Collection Period in which such date of determination occurs, the sum, for each Financing Adjustment Date for the related Group occurring in such immediately preceding Collection Period, of the product of (1) the Adjusted Series Invested Amount for such Series on such Financing Adjustment Date calculated as of the related Measurement Date, multiplied by (2) the number of days from and including such Financing Adjustment Date, to but excluding the immediately succeeding Financing Adjustment Date for the related Group, and (ii) if the Revolving Period for such Series is not in effect as of the last day of the Collection Period immediately preceding the Collection Period in which such date of determination occurs, the product of (1) the Adjusted Series Invested Amount for such Series as of the last day of the Revolving Period for such Series calculated as of the related Measurement Date, multiplied by (2) the number of days in such immediately preceding Collection Period, and (b) the denominator of which is the greater of (i) the sum of the numerators set forth in clause (a) in this definition for all Group Series on such date, and (ii) the sum for each Financing Adjustment Date for the related Group occurring in the Collection Period
 
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immediately preceding the Collection Period in which such date of determination occurs of the product of (1) the Group Pool Balance on such Financing Adjustment Date calculated as of the related Measurement Date multiplied by (2) the number of days from and including such Financing Adjustment Date, to but excluding the immediately succeeding Financing Adjustment Date for the related Group.  Notwithstanding the foregoing, with respect to any Group and Collection Period, in the event that the sum of the number of days from and including each Financing Adjustment Date for such Group in such Collection Period to but excluding the immediately succeeding Financing Adjustment Date in such Collection Period for such Group exceeds the total number of days in that Collection Period, then the last Financing Adjustment Dates for such Group and Collection Period shall not constitute Financing Adjustment Dates for such Collection Period for purposes of this definition (until the sum of the number of days from and including each Financing Adjustment Date for such Group in such Collection Period to but excluding the immediately succeeding Financing Adjustment Date in such Collection Period for such Group is less than or equal to the total number of days in that Collection Period).
 
“Series Certificate Distribution Account” means any account established and maintained as such pursuant to Section 4.1(a) of the Trust Agreement.
 
“Series Enhancement” means the rights and benefits provided to the Trust or the Creditors of any Series, Class or other Trust Financing pursuant to any letter of credit, surety bond, cash collateral account, collateral interest, spread account, reserve account, cash collateral guaranty, insurance policy, tax protection agreement, interest rate swap agreement, Cap Agreement or other similar arrangement.  The subordination of any Series, Class or other Trust Financing to another Series, Class or other Trust Financing shall be deemed to be a Series Enhancement.
 
“Series Enhancer” means the Person or Persons providing any Series Enhancement, other than (except to the extent otherwise provided with respect to any Trust Financing in the related Trust Financing Agreement) any account or deposits therein or the Creditors of any Series, Class or other Trust Financing which is subordinated to another Series, Class or other Trust Financing.
 
“Series Incremental Required Invested Amount” means, with respect to any Series and any date of determination (and calculated as of the related Measurement Date), an amount equal to the product of (i) the sum (without duplication) of the (a) the Ineligible Amount for such Series and (b) the Excess Concentration Amount for such Series and (ii) the Series Share for such Series.
 
“Series Invested Amount” means, with respect to any Series and any date of determination (and calculated as of the related Measurement Date), an amount equal to the sum of (i) the aggregate Outstanding Principal Amount of any Credit Extensions in such Series and (ii) the Required OC Amount for such Series.
 
“Series Monthly Payment Amount” means, with respect to any Series as of any Payment Date, the sum of all accrued and unpaid principal, interest, fees and all other amounts then due and payable on such Payment Date pursuant to the related Trust Financing Agreement and the Series Related Documents (including, without limitation, all costs, expenses, indemnification amounts or other amounts owed by the Trust).
 
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“Series Payoff Amount” means, with respect to any Series as of any date of determination, all accrued and unpaid principal, interest, fees and all other amounts then due and payable pursuant to the related Trust Financing Agreement and the Series Related Documents (including, without limitation, all costs, expenses, indemnification amounts or other amounts owed by the Trust, and all interest, fees and other obligations that accrue after the commencement of any bankruptcy, insolvency or similar proceeding with respect to the Trust (in each case whether or not allowed as a claim in such proceeding)).
 
“Series Related Documents” means, with respect to any Series, the Transaction Documents, the related Trust Financing Agreement, any related Series Enhancement, and all other pledges, powers of attorney, Notes, Certificates, fee letters, consents, assignments, contracts, notices, agreements and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Person, or any employee of any Person, and delivered in connection with any of the foregoing.  Any reference in the foregoing documents to a Series Related Document shall include all Annexes, Exhibits and Schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to such Series Related Documents as the same may be in effect at any and all times such reference becomes operative.
 
“Series Share” means, with respect to any Series and any date of determination (and calculated as of the related Measurement Date), a fraction, expressed as a percentage, (i) the numerator of which is equal to the Discounted Series Invested Amount for such Series and (ii) the denominator of which is equal to the greater of (a) the related Group Pool Balance and (b) the sum of the Discounted Series Invested Amounts for all related Group Series.
 
 “Servicemembers Civil Relief Act” means the Servicemembers Civil Relief Act of 2003, as amended.
 
“Servicer” means Cellco or any Successor Servicer engaged under Section 7.4 of the Transfer and Servicing Agreement.
 
“Servicer Termination Event” has the meaning set forth in Section 7.2 of the Transfer and Servicing Agreement.
 
“Servicer’s Certificate” means an Officer’s Certificate of the Servicer delivered pursuant to Section 6.6 of the Transfer and Servicing Agreement.
 
“Servicing Criteria” means the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.
 
“Servicing Fee” means, for a Collection Period and any Group, the fee payable to the Servicer in an amount equal to the product of:
 
(a) one-twelfth of the Servicing Fee Rate; times
 
(b) the Group Pool Balance at the beginning of the prior calendar month;
 

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provided, that the Servicing Fee for the initial Payment Date and any Group will equal the product of (i) a fraction, the numerator of which is the number of days in such Collection Period and the denominator of which is 360, and (ii) the Servicing Fee Rate times the Group Pool Balance as of the Initial Cutoff Date for such Group.
 
“Servicing Fee Rate” means 0.75%.
 
“Servicing Procedures” means, with respect to (a) Business Receivables, the servicing procedures of Cellco relating to Business Device Payment Plan Agreements originated by the Originators and (b) Consumer Receivables, the servicing procedures of Cellco relating to Consumer Device Payment Plan Agreements originated by the Originators, in each case, as amended or modified from time to time.
 
“Shared Collections” means all amounts that any Trust Financing Agreement designates as “Shared Collections.”
 
“Sharing Series” means a Series that, pursuant to the related Trust Financing Agreement, is entitled to receive Shared Collections.
 
“Shortfall” means any amount that any Trust Financing Agreement designates as a “Shortfall.”
 
“Similar Law” means any federal, State, local or non-U.S. law or regulation that is substantially similar to Title I of ERISA or Section 4975 of the Code.
 
“Solvent” means, with respect to any Person and as of any particular date, that (i) the present fair market value (or present fair saleable value) of the assets of such Person is not less than the total amount required to pay the probable liabilities of such Person on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business and (iii) such Person is not incurring debts or liabilities beyond its ability to pay such debts and liabilities as they mature.
 
“Sponsor” means Cellco.
 
“State” means a state or commonwealth of the United States of America, or the District of Columbia.
 
“Subcontractor” means any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the asset-backed securities market) of the Receivables but performs one or more discrete functions identified in the Servicing Criteria with respect to the Receivables under the direction or authority of the Servicer or a Subservicer.
 
“Subservicer” means any Person that services Receivables on behalf of the Servicer or any Subservicer and is responsible for the performance (whether directly or through Subservicers
 
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or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Servicer under this Agreement that are identified in the Servicing Criteria.
 
“Successor Servicer” has the meaning set forth in Section 7.4(a)(i) of the Transfer and Servicing Agreement.
 
“Successor Servicer Engagement Fee” means, the sum of (A) $150,000 payable by the Trust upon the appointment of the Successor Servicer, in its capacity as Successor Servicer with respect to the first Series for which the Successor Servicer assumes such capacity, and (B) $150,000 payable by the Trust upon the appointment of the Successor Servicer, in its capacity as Successor Servicer, with respect to each Series thereafter for which the Successor Servicer assumes such capacity.
 
“Supplemental ARR Fee” means a monthly fee equal to $1,666.67 per month, payable on each Payment Date to the Asset Representations Reviewer, beginning on the Payment Date occurring in September 2022.
 
“Supplemental ARR Series Allocation Percentage” means, with respect to any Group Series issued on or after August 11, 2022 with at least one Class of Publicly Registered Notes and any date of determination, a fraction expressed as a percentage (i) the numerator of which is equal to the Adjusted Series Invested Amount for such Group Series as of such date and (ii) the denominator of which is equal to the aggregate Adjusted Series Invested Amount for all Group Series issued on or after August 11, 2022 with at least one Class of Publicly Registered Notes as of such date; provided, however, if any such Group Series is in an amortization period, the numerator used to determine the Supplemental ARR Series Allocation Percentage for such Group Series will be fixed as of the last day of the revolving period for such Group Series.
 
“Supplemental Servicing Fee” means, for a Collection Period, all net Recoveries, late fees, prepayment charges, extension fees and other administrative fees or similar charges on the Receivables.
 
“Tax Opinion” means, with respect to any action, an Opinion of Counsel to the effect that, for Federal income tax purposes, (a) such action will not adversely affect the tax characterization as debt of Notes of any outstanding Class or other outstanding Trust Financing with respect to which an Opinion of Counsel was delivered at the time of their issuance that such Notes or other Credit Extensions would be characterized as debt, (b) such action will not cause the Trust to be classified as an association (or publicly traded partnership) taxable as a corporation, and (c) such action will not cause or constitute an event in which tax gain or loss would be recognized by any Creditor.
 
“Transaction Documents” means the Certificate of Trust, the Trust Agreement, the Receivables Transfer Agreements, the Transfer and Servicing Agreement, the Master Collateral Agreement, the Administration Agreement, the Parent Support Agreement, the Asset Representations Review Agreement, the Marketing Agent Agency Agreement and each Account Control Agreement.
 
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“Transfer and Servicing Agreement” means the Transfer and Servicing Agreement, dated as of the Initial Closing Date, among the Trust, the Depositor, and Cellco, as Servicer, Marketing Agent and Custodian.
 
“Transfer Date” means, with respect to any Transferred Receivable, the later of (a) the date on which the Trust (or the Servicer on its behalf) receives the related Transfer Proceeds for such Transferred Receivable in accordance with the applicable Transaction Document and (b) any date designated as the Transfer Date by the Servicer, which date shall be on or after the related Transferred Receivable Cutoff Date but on or prior to the date on which the Servicer marks its receivables systems that such Transferred Receivable is sold by the Trust.
 
“Transfer Date Supplement” means, for any Transfer Date, a supplement delivered by the Servicer setting forth (a) the aggregate Principal Balance as of the Transferred Receivable Cutoff Date for the Transferred Receivables transferred on such date, (b) the Transfer Proceeds for such date, (c) the related Group Pool Balance and Required Pool Balance for the related Group after giving effect to such transfer and (d) such other information as required by a Trust Financing Agreement.
 
“Transfer Proceeds” means the proceeds of the sale of any Transferred Receivable, which may include Securitization Equity.
 
“Transferor’s Allocation” means, with respect to a Group and each Payment Date, an amount equal to the product of (x) the Transferor’s Percentage for such Group and (y) Group Available Funds for such Group and such Payment Date.
 
“Transferor’s Interest” means, with respect to a Group and any date of determination (calculated as of the related Measurement Date), the product of (x) the Transferor’s Percentage for such Group and (y) the related Group Pool Balance for such Group.
 
“Transferor’s Percentage” means, with respect to a Group and any date of determination (calculated as of the related Measurement Date), an amount equal to 100% minus the sum of Series Allocation Percentages for all Group Series.
 
“Transferred Receivable” means any Receivable transferred from the Trust in accordance with Section 9.7 of the Master Collateral Agreement.
 
“Transferred Receivable Cutoff Date” means, with respect to any Transferred Receivable, the cut-off date with respect to such Transferred Receivable specified in the report delivered pursuant to Section 9.7 of the Master Collateral Agreement in connection with such transfer.
 
“Treasury Regulations” means regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.
 
“True-up Trust” has the meaning set forth in Section 3.9 of the Trust Agreement.
 
“Trust” means Verizon Master Trust, a Delaware statutory trust.
 
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“Trust Account” has the meaning set forth in Section 9.2 of the Master Collateral Agreement.
 
“Trust Account Property” means the Trust Accounts, and all amounts and other investments, financial assets or other property held from time to time in or credited to any Trust Account and all proceeds of the foregoing.
 
“Trust Agreement” means the Amended and Restated Trust Agreement, dated as of the Initial Closing Date, between the Depositor and the Owner Trustee.
 
“Trust Financing” means (i) any Indenture Series or Class of Notes issued under an Indenture and (ii) any Loan Series or any other financing of the Trust designated as a “Trust Financing” pursuant to the terms and conditions of Section 3.1 of the Master Collateral Agreement, in each case, so long as such Trust Financing is outstanding.
 
“Trust Financing Account” means any deposit, trust, escrow or similar account maintained for the benefit of the Creditors of any Trust Financing, as specified in the related Trust Financing Agreement.  Each Trust Financing Agreement shall require that each Trust Financing Account is established at a Qualified Institution.
 
“Trust Financing Agreement” means (i) with respect to any Indenture Series or Class of Notes, the related Indenture and (ii) with respect to any Loan Series, the related agreement(s) designated as “Trust Financing Agreements” pursuant to the terms and conditions of Section 3.1 of the Master Collateral Agreement.
 
“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force on the date hereof, unless otherwise specifically provided.
 
“Trust Order” means, with respect to any order by the Trust to take an action under the Transaction Documents or any Series Related Document, a written order, signed in the name of the Trust by a Responsible Person.
 
“Trust Property” means (a) the Depositor Transferred Property, (b) the Trust’s rights under the Transfer and Servicing Agreement, (c) all Trust Account Property, (d) all Series Enhancement, (e) the Trust’s rights under all Enhancement Agreements, (f) all present and future claims, demands, causes of action and choses in action for any of the foregoing and (g) all payments on or under and all proceeds for any of the foregoing.
 
“Trust Register” has the meaning set forth in Section 3.3(a) of the Trust Agreement.
 
“Trust Registrar” has the meaning set forth in Section 3.3(a) of the Trust Agreement.
 
“Trust Request” means, with respect to any request to the Trust to take an action under the Transaction Documents or any Series Related Document, a written request, signed in the name of the Trust by a Responsible Person.
 
“U.S. Credit Risk Retention Rules” means Regulation RR, 17 C.F.R. §246.1, et seq.
 
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“UCC” means the Uniform Commercial Code as in effect in any relevant jurisdiction.
 
“Underwriting Procedures” means, with respect to (a) Business Receivables, the underwriting procedures of the Originators, as established by Cellco, relating to device payment plan agreements associated with the accounts of business customers originated by the Originators and (b) Consumer Receivables, the underwriting procedures of the Originators, as established by Cellco, relating to device payment plan agreements associated with the accounts of customers other than businesses and governments originated by the Originators, as such underwriting procedures may be amended or modified from time to time.
 
“Upgrade Contract” has the meaning set forth in the Glossary of the Marketing Agent Agency Agreement.
 
“Upgrade Offer” means the Current Upgrade Offer or any other upgrade offer extended by Verizon Wireless to an existing Obligor under which such Obligor can upgrade a Device that is the subject of a device payment plan agreement if the terms and conditions specified in such offer are satisfied.
 
“Upgrade Payment” means a prepayment amount equal to the remaining unpaid Principal Balance of the related Receivable determined as of the date of the relevant upgrade, after giving effect to any prepayment made by the related Obligor in connection with the related Upgrade Offer.
 
“Verified Note Owner” has the meaning set forth in Section 12.1 of the Master Collateral Agreement.
 
“Verizon” means Verizon Communications and its subsidiaries.
 
“Verizon Communications” means Verizon Communications Inc., a Delaware corporation.
 
“Verizon Originators” means the various subsidiaries and Affiliates of Cellco listed on Schedule I to the Marketing Agent Agency Agreement, including any Originators added by an Originator Joinder Agreement from time to time.
 
“Verizon Wireless” means the wireless business of Verizon operated by Cellco and other subsidiaries of Verizon Communications, including the Originators, under the Verizon brand.
 
“Weighted Average Discount Rate” means, with respect to any Group as of any date of determination (calculated as of the related Measurement Date), the percentage equal to:
 

 (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;
 
divided by:
 

 (b)
the aggregate Series Invested Amount for all Group Series.
 
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“Written-Off Receivable” means any Receivable that in accordance with the Servicing Procedures has been charged off or written off by the Servicer.
 

 

 

 

 

 

 

 

 

 

 

 

 



A-41
EXHIBIT B

(See attached)



AMENDED AND RESTATED
TRUST AGREEMENT
 
between
 
VERIZON ABS II LLC,
as Depositor
 
and
 
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Owner Trustee
 
for
 
VERIZON MASTER TRUST
 
Dated as of May 25, 2021
(as amended)

 

TABLE OF CONTENTS
 
Page
 
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

-i-
TABLE OF CONTENTS
(continued)
Page
 
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

-ii-
TABLE OF CONTENTS
(continued)
Page
 
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

EXHIBITS

EXHIBIT A
Form of Certificate of Trust
A‑1
-iii-
TABLE OF CONTENTS
(continued)
Page

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



 



-iv-
THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of May 25, 2021, as amended (this “Agreement”), is between VERIZON ABS II LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as trustee under this Agreement (the “Owner Trustee”), to establish Verizon Master Trust (the “Trust”).
 
BACKGROUND
 
The parties created the Trust under a Trust Agreement, dated as of February 3, 2021, to engage in financing transactions in which the Trust will make borrowings under Loans or issue Notes secured by a pool of Receivables consisting of device payment plan agreements originated by the Originators.
 
In connection with the foregoing, the parties have determined to amend and restate the original Trust Agreement on the terms in this Agreement.
 
The parties agree as follows:
 
ARTICLE I
USAGE AND DEFINITIONS
 
Section 1.1 Usage and Definitions.  Capitalized terms used but not defined in this Agreement are defined in Appendix A to the Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021, as amended, among Verizon Master Trust, as Trust, Cellco Partnership d/b/a Verizon Wireless, as servicer (in such capacity, the “Servicer”), U.S. Bank National Association, as Master Collateral Agent, and the Creditor Representatives from time to time party thereto (the “Master Collateral Agreement”).  Appendix A also contains usage rules that apply to this Agreement.  Appendix A is incorporated by reference into this Agreement.
 
ARTICLE II
ORGANIZATION OF TRUST
 
Section 2.1 Name.  The trust was created and is known as “Verizon Master Trust”, in which name the Owner Trustee may conduct the activities of the Trust and make and execute contracts and other documents and sue and be sued on behalf of the Trust.
 
Section 2.2 Maintenance of Office or Agency.  The office of the Trust is in care of the Owner Trustee.  The Owner Trustee will maintain an office or offices or agency or agencies where notices and demands to or on the Owner Trustee under the Transaction Documents and the other Series Related Documents and in respect of the Certificates may be served.  The Owner Trustee initially designates its Corporate Trust Office for those purposes and will promptly notify the Depositor, the Certificateholders and the Master Collateral Agent of a change in the location of its Corporate Trust Office or any other office or agency.
 
Section 2.3 Purposes and Powers.
 
(a) Permitted Activities.  The purpose of the Trust is, and the Trust will have the power and authority, and is authorized, to engage in the following activities (the “Permitted Activities”):
 
(i) to acquire Receivables and other Trust Property from time to time under the Transfer and Servicing Agreement from the Depositor and designate such Receivables to Groups;
 
(ii) to Grant the Collateral to the Master Collateral Agent under the Master Collateral Agreement and, if applicable, to Grant any Group Collateral that relates solely to an Indenture Series to the Indenture Trustee for such Series;
 
(iii) to enter into and perform its obligations under the Transaction Documents and the other Series Related Documents;
 
(iv) to engage in Trust Financings and incur indebtedness pursuant to, and in accordance with, the Transaction Documents and the other Series Related Documents from time to time, including to issue Notes under the Indenture for any Indenture Series;
 
(v)  to facilitate the sale of Notes;
 
(vi) to issue the Certificates under this Agreement;
 
(vii)     to administer and manage the Trust Property, including selling Receivables as permitted by the Transaction Documents;
 
(viii)    to make payments to the Creditors and distributions to the Certificateholders and the holder of any Class R Interest of a Series, if applicable; and
 
(ix) to take other actions necessary, advisable or convenient to accomplish the activities listed above or that are incidental to the activities listed above.
 
(b) No Other Activity.  The Trust will not engage in any activity other than as required or authorized by this Agreement, the other Transaction Documents or the other Series Related Documents.
 
(c) Limitations on Trust’s Activities.  The Trust shall:
 
(i) not incur indebtedness other than in the ordinary course of engaging in its Permitted Activities;
 
(ii) maintain its own books and records separate and apart from those of any other Person (which shall be deemed satisfied by its retention of Monthly Investor Reports);
 
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(iii) maintain its own accounts separate and apart from those of any other Person, and not commingle its assets with those of any other Person in order to ensure that its assets remain readily identifiable and distinguishable from those of any other Person, except as contemplated by the Transaction Documents or the other Series Related Documents;
 
(iv) at all times hold itself out to the public as a legal entity separate and apart from the Depositor, the Administrator, any Certificateholder and any other Person, and not identify itself as a division of any such Person (other than for tax purposes);
 
(v) to the extent (A) not part of a consolidated group filing a consolidated return or returns or (B) not treated as a division for tax purposes of another taxpayer, file or cause to be filed its own tax returns, if any, as may be required under applicable Law, and pay any taxes so required to be paid under applicable Law;
 
(vi) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence;
 
(vii) maintain statements of account separate from those of any other Person, separately identifying its own assets, liabilities and financial affairs (which shall be deemed satisfied by its retention of Monthly Investor Reports), and ensure that any consolidated financial statements of any other Person that include the Trust indicate that the assets of the Trust are not available to creditors of such Person;
 
(viii)   remain Solvent and pay its own liabilities out of its own funds, allocating fairly and reasonably any general overhead or administrative expenses incurred by itself or any Affiliate on its behalf;
 
(ix) maintain an arm’s-length relationship with the Depositor, the Administrator, any Certificateholder and their respective Affiliates;
 
(x) correct any known misunderstanding regarding its separate identity;
 
(xi) not hold itself out as having agreed to pay or become liable for the debts of the Depositor, the Administrator, any Certificateholder or any of their respective Affiliates or fail to correct any known misrepresentation with respect to the foregoing;
 
(xii) not operate or purport to operate as an integrated, single economic unit with respect to the Depositor, the Administrator, any Certificateholder or any other Person;
 
(xiii)    not seek or obtain credit or incur any obligation to any third party based upon the assets of the Depositor, the Administrator, any Certificateholder or any other Person, or induce any third party to rely on the creditworthiness of the Depositor, the Administrator, any Certificateholder or any other Person in connection therewith;
 
(xiv)    not use stationery, invoices, checks or other business forms of any other Person;
 
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(xv) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities;
 
(xvi)    pay the salaries of its own employees, if any, only out of its own funds;
 
(xvii)   clearly identify its offices, if any, as its offices and, to the extent that the Trust and its Affiliates have offices in the same location, allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for services performed by an employee of an Affiliate;
 
(xviii)   cause agents and other representatives of the Trust to act at all times with respect to the Trust consistently and in furtherance of the foregoing and in the best interests of the Trust;
 
(xix)    not purchase any asset (or make any investment, by share purchase, loan or otherwise) except as permitted by the Transaction Documents or the other Series Related Documents;
 
(xx) not have any employees;
 
(xxi)     not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other);
 
(xxii)     not merge with any entity other than as permitted by Section 5.5(d) of the Master Collateral Agreement; and
 
(xxiii)   observe all statutory trust formalities required by this Agreement and the Delaware Statutory Trust Act.
 
Section 2.4 Appointment of Owner Trustee.  The Depositor appoints the Owner Trustee as trustee of the Trust to have all the rights, powers and obligations in this Agreement.
 
Section 2.5 Contribution and Transfer of Trust Property.  As of the date of the formation of the Trust, the Depositor contributed to the Owner Trustee, and the Owner Trustee acknowledged receipt of, the amount of $1, which was the initial Trust Property.   Upon the formation of the Trust by the contribution by the Depositor pursuant to this Section 2.5 and until the issuance of the Certificates, the Depositor was the sole beneficiary of the Trust.  On the date of this Agreement, the Depositor transferred to the Trust the Initial Trust Property in exchange for the Receivables Cash Transfer Amount and the Certificates under the Transfer and Servicing Agreement. In addition, from time to time, the True-up Trust as the Class A Certificateholder may, at its sole option, make a capital contribution to the Trust and deposit amounts into the Collection Account.
 
Section 2.6 Declaration of Trust.  The Owner Trustee will hold the Trust Property in trust under this Agreement for the use and benefit of the Certificateholders and subject to the obligations of the Trust under the Transaction Documents and the other Series Related Documents.  The parties intend that the Trust is a statutory trust under the Delaware Statutory Trust Act and that this Agreement is the governing instrument of the statutory trust.  The Owner
 
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Trustee will have the rights, powers and obligations in this Agreement and in the Delaware Statutory Trust Act for accomplishing the purposes of the Trust and engaging in Permitted Activities.  The parties intend that the activities of the Trust be managed by the Administrator under the Administration Agreement.  A Certificate of Trust substantially in the form of Exhibit A has been filed with the Secretary of State of the State of Delaware.
 
Section 2.7 Limitations on Liability.
 
(a) Liability of Certificateholders.  No Certificateholder shall have any personal liability for any liability or obligation of the Trust, solely by reason of it being a Certificateholder.
 
(b) Liability to Third Parties.  Except as stated in this Agreement, none of the Depositor, the Administrator or their Affiliates or any of their directors, managers, officers or employees will be liable for the Trust’s debts, obligations or liabilities.
 
Section 2.8 Title to Trust Property.
 
(a) Title Vested in Trust.  Legal title to the Trust Property will be vested in the Trust as a separate legal entity, except where applicable Law in a jurisdiction requires title to the Trust Property to be vested in a trustee or trustees, in which case title shall be vested in the Owner Trustee, on behalf of the Trust, a co-trustee and/or a separate trustee appointed under this Agreement.
 
(b) No Legal Title In a Certificateholder.  No Certificateholder has legal title to any Trust Property.  Each Certificateholder will receive distributions on its Certificate only in accordance with Article IV.
 
Section 2.9 Location of Trust.  The Trust will be administered in the State of Delaware.  Bank accounts maintained by the Owner Trustee on behalf of the Trust will be located in the State of Delaware.  The Trust will not have employees, except that Wilmington Trust, National Association, in its capacity as Owner Trustee or another capacity, may have employees within or outside the State of Delaware.  The Trust will only receive payments in or make payments from the State of Delaware or the State in which the Master Collateral Agent is located.  The Trust’s principal office will be in care of the Owner Trustee in the State of Delaware.
 
Section 2.10 Depositor’s Representations and Warranties.  The Depositor represents and warrants to the Owner Trustee as of the date of this Agreement:
 
(a) Organization and Good Standing.  The Depositor is a validly existing limited liability company in good standing under the laws of the State of Delaware and has full power and authority to own its properties and conduct its business as presently owned or conducted, and to execute, deliver and perform its obligations under this Agreement.
 
(b) Due Qualification. The Depositor is duly qualified to do business, is in good standing as a foreign limited liability company (or is exempt from such requirements) and has obtained all necessary licenses and approvals in each jurisdiction in which the conduct of its
 
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business requires such qualification, licenses or approvals, except where the failure to so qualify or obtain licenses or approvals would not reasonably be expected to have a Material Adverse Effect.
 
(c) Due Authorization. The execution, delivery, and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company action on the part of the Depositor.
 
(d) No Proceedings. There are no actions, suits, investigations or other proceedings pending, or to its knowledge threatened, against the Depositor or any of its properties: (i) asserting the invalidity of this Agreement; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement; or (iii) seeking any determination or ruling that might have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement.
 
(e) All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given to it in connection with the execution and delivery of this Agreement and the performance of the transactions contemplated by this Agreement by the Depositor, in each case, have been duly obtained, effected or given and are in full force and effect, except for those which the failure to obtain would not reasonably be expected to have a Material Adverse Effect.
 
(f) Binding Obligation. This Agreement constitutes, when duly executed and delivered by each other party hereto, a legal, valid and binding obligation of the Depositor, 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 or by general principles of equity.
 
(g) No Conflict. The execution and delivery of this Agreement by the Depositor, and the performance by it of the transactions contemplated by this Agreement and the fulfillment of the terms hereof applicable to the Depositor, (i) do not contravene (A) its limited liability company agreement, (B) any contractual restriction binding on or affecting it or its property, or (C) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, except, in each case of (A), (B) or (C), where such contravention would not reasonably be expected to have a Material Adverse Effect and (ii) do not result in or require the creation of any adverse claim upon or with respect to any of its properties.
 
(h) No Violation. The execution and delivery of this Agreement by the Depositor, the performance by the Depositor of the transactions contemplated by this Agreement and the fulfillment of the terms hereof applicable to the Depositor will not violate any Law applicable to the Depositor, except where such violation would not reasonably be expected to have a Material Adverse Effect.
 
Section 2.11 Tax Matters.
 
(a) Tax Treatment.  The parties hereto hereby agree, for U.S. federal, state and local income, franchise and other tax purposes (including for purposes of any tax measured in whole or in part by reference to income): (1) the Trust is to be characterized as a mere security device
 
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formed to hold the Receivables and issue Notes and Certificates and to make borrowings under Loans, (2) the Loans and each Class of Notes, other than Notes held beneficially by the Certificateholders or their Affiliates, are intended to be treated as indebtedness, and (3) Notes held beneficially by the Certificateholders or their Affiliates shall be treated as not outstanding.  The Depositor, Cellco and the Certificateholders agree, and the Creditors by acceptance of their Credit Extensions will agree in the related Trust Financing Agreement, to this treatment and each agrees not to take any action inconsistent with this treatment.
 
(b) Filing of Returns.  The parties agree that, unless required by the tax authorities, Cellco, on behalf of the Trust, will prepare (or cause to be prepared) and file or cause to be filed any required annual or other tax and information returns, reports and other forms consistent with the characterizations described in Section 2.11(a), and fulfill any other reporting requirements relating to the Trust, as may be required by the Code and applicable Treasury Regulations (including Treasury Regulation Section 1.6049-7), including by causing such tax and information returns to be signed in the manner required by Law.
 
(c) Elections.  The Owner Trustee will not elect or cause the Trust to elect, and no Certificateholder will elect or permit an election to be made, to treat the Trust as an association taxable as a corporation for U.S. federal income tax purposes under Treasury Regulation §301.7701-3.  If the Trust is classified as a partnership for U.S. federal income tax purposes, Cellco will be designated as the “partnership representative” and will or will cause the Trust, to make the election under Section 6226(a) of the Code for the alternative to payment of imputed underpayment by a partnership and take any other action necessary or appropriate for the election.  Cellco is authorized to take any action it deems necessary or appropriate to comply with the requirements of the Code and to conduct the Trust’s activities under Sections 6221 through 6241 of the Code, including any other Code provisions for the same subject matter, and any related regulations (adopted or proposed) and administrative guidance, provided such actions are consistent with the preceding sentence.
 
ARTICLE III
CERTIFICATES AND TRANSFER OF INTERESTS
 
Section 3.1 The Certificates.  The Class A Certificate and the Class B Certificate, each evidencing a beneficial interest in the Trust, shall be executed on behalf of the Trust by manual or facsimile signature of an authorized officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an authorized officer of the Owner Trustee.  Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid and binding obligations of the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates.
 
The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit B-1 or B-2 hereto, as applicable.  The Class A Certificate shall be issued in a Percentage Interest of 100.00%.  The Class B Certificate shall be issued with a Class B Certificate Principal Balance initially of $0,
 
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which may be increased up to an amount equal to the Receivables Transfer Amount for any Acquisition Date, as set forth in Section 3.10 and shall not bear interest.
 
A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.3.
 
The Certificateholders will receive any amounts (i) equal to the Transferor’s Allocation on any Payment Date, (ii) not needed on a Payment Date, or any other date specified in the related Series Related Documents, to pay the Credit Extensions and the Trust’s other obligations under the Transaction Documents and any other Series Related Documents to the extent specified in the related Trust Financing Agreement for a Series, (iii) received in respect of investment earnings on amounts held in the Collection Account or any Series Accounts and (iv) owing or to be distributed under the Transaction Documents and the other Series Related Documents to the Certificateholders on the termination of the Trust.
 
Section 3.2 Execution, Authentication and Delivery of Certificates.  On the date of this Agreement, the Owner Trustee caused to be executed, authenticated and delivered, on behalf of the Trust to, or upon the written order of, the Depositor, the Class A Certificate and the Class B Certificate.  No Certificate shall entitle its holder to any benefit under this Agreement or be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit B-1 or B-2, as applicable, executed by the Owner Trustee or the Owner Trustee’s authenticating agent, by manual or facsimile signature of an authorized officer, and such authentication shall constitute conclusive evidence, and the only evidence, that such Certificate shall have been duly authenticated and delivered hereunder.  All Certificates shall be dated the date of their authentication.  The Owner Trustee shall be the initial authenticating agent of the Trust hereunder.
 
Section 3.3 Registration of Transfer and Exchange of Certificates.  In the event that all Series are in an Amortization Period, any Certificateholder will be permitted to sell, transfer, assign or convey its Certificate if the following conditions are satisfied:
 
(a) The Trust appoints the Owner Trustee to be the “Trust Registrar” and to keep a register (the “Trust Register”) of the Certificateholders and transfers of the Certificates, and, if issued by a Series, of the holder of the Class R Interest and transfers of any such Class R Interest.  For any Series, the related Trust Financing Agreement will name the initial holder of the related Class R Interest.  If the Trust Registrar resigns, the Administrator, on behalf of the Trust, will promptly appoint a successor or, if it elects not to make the appointment, assume the obligations of Trust Registrar.  The Trust Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 2.2, a Trust Register in which, subject to such reasonable regulations as it may prescribe, the Trust Registrar shall provide for the registration of Certificates and any Class R Interest and of transfers and exchanges of Certificates as herein provided and of any Class R Interest as provided in the Trust Financing Agreement for the related Series.
 
(b) Upon surrender for registration of transfer of any Certificate in compliance with Section 3.3(f) at the office or agency maintained pursuant to Section 2.2, the Owner Trustee shall
 
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execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, such Certificateholder’s Certificate may be exchanged for other Certificates upon surrender of such Certificate to be exchanged at the office or agency maintained pursuant to Section 2.2.  The preceding provisions of this Section 3.3 notwithstanding, (i) the Owner Trustee shall not make, and the Trust Registrar shall not register, transfers or exchanges of Certificates for a period of fifteen (15) days preceding the due date for any payment with respect to the Certificates and (ii) the Owner Trustee shall permit the registration, transfer and exchange of (x) the Class A Certificate only in a minimum denomination of a Percentage Interest of 100.00% and (y) the Class B Certificate only to the Depositor and to the holder of the Class A Certificate.  Any Class B Certificate transferred to the holder of the Class A Certificate shall be treated as merging into and becoming part of the Class A Certificate.  Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-8 BEN, W-8 ECI or W-9, as applicable, and such other documentation as may be required by the Owner Trustee in order to comply with Applicable Anti-Money Laundering Law (as defined below), each in a form satisfactory to the Owner Trustee and the Trust Registrar, duly executed by the Certificateholder or its attorney duly authorized in writing.  Each Certificate presented or surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Trust Registrar in accordance with its customary practice.  No transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder.
 
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Trust Registrar duly executed by the Certificateholder or its attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice.
 
(d) No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
 
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit C to the effect that:
 
(i) such transferee is not acquiring and will not hold the Certificate on behalf of any beneficial owner (as determined for U.S. tax purposes), including itself, that is a Non-U.S. Person; and
 
(ii) such transferee is not a Benefit Plan;
 
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit D; and
 
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(3) an opinion of counsel addressed to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act.
 
Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to a Non-U.S. Person or to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect.
 
To the extent permitted under applicable Law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.3(d) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Certificateholder under the provisions of this Agreement or the Transfer and Servicing Agreement so long as the transfer was registered by the Trust Registrar or the Owner Trustee in accordance with the foregoing requirements.
 
(e) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee (or the Certificate Paying Agent) or the Trust Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
 
(f) No transfer of a Certificate or any interest therein shall be made unless (i) the holder of such Certificate shall have first surrendered such Certificate to the Trust Registrar for registration of transfer, or (ii) in the case of any such Certificate which shall have been mutilated, destroyed, lost or stolen, the holder of such Certificate shall have first complied with the applicable provisions of Section 3.4.
 
Section 3.4 Mutilated, Destroyed, Lost or Stolen Certificate.  If (a) any mutilated Certificate shall be surrendered to the Trust Registrar, or if the Trust Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there shall be delivered to the Trust Registrar and the Owner Trustee such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Certificate shall have been acquired by a bona fide purchaser, the Owner Trustee on behalf of the Trust shall execute and the Owner Trustee, or the Owner Trustee’s authenticating agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and denomination.  In connection with the issuance of any new Certificate under this Section 3.4, the Owner Trustee or the Trust Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.  Any duplicate Certificate issued pursuant to this Section 3.4 shall constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.
 
Section 3.5 [Reserved].
 
Section 3.6 Persons Deemed Certificateholders.  Prior to due presentation of a Certificate for registration of transfer, the Owner Trustee or the Trust Registrar may treat the Person in whose name any Certificate shall be registered in the Trust Register as the owner of
 
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such Certificate for the purpose of receiving distributions and for all other purposes whatsoever, and neither the Owner Trustee nor the Trust Registrar shall be bound by any notice to the contrary.
 
Section 3.7 Access to List of Certificateholders’ Names and Addresses.  The Trust Registrar shall furnish or cause to be furnished to the Owner Trustee, the Servicer or the Depositor, as the case may be, within fifteen (15) days after its receipt of a request therefor from the Owner Trustee, the Servicer or the Depositor in writing, a list, in such form as the Owner Trustee, the Servicer or the Depositor may reasonably require, of the names and addresses of the Certificateholders as of the most recent Record Date. If three or more Certificateholders or one or more Certificateholders of Certificates evidencing, in the aggregate, not less than 25% of the Percentage Interest apply in writing to the Owner Trustee, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates and such application is accompanied by a copy of the communication that such applicants propose to transmit, then the Owner Trustee shall, within five (5) Business Days after the receipt of such application, afford such applicants access during normal business hours to the current list of Certificateholders. Each Certificateholder, by receiving and holding a Certificate, shall be deemed to have agreed not to hold any of the Depositor, the Servicer, the Trust Registrar or the Owner Trustee accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived.
 
Section 3.8 Regarding the Certificate.  Each Certificateholder, by its acceptance of a Certificate issued hereunder, represents that it has, independently and without reliance on the Owner Trustee or any other person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Certificate.  Each Certificateholder also represents that it will, independently and without reliance on the Owner Trustee or any other person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Agreement and in connection with its Certificate.  Except for notices, reports and other documents expressly required to be furnished to the Certificateholders by the Owner Trustee hereunder, the Owner Trustee shall not have any duty or responsibility to provide any Certificateholder with any other information concerning the transactions contemplated hereby, the Trust, the Depositor or any other parties hereto, or with any related documents which may come into the possession of the Owner Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact.
 
Section 3.9 Initial Registration of Certificates.  The Class A Certificate, upon original issuance, was issued in the form of a typewritten Certificate representing a fully registered, definitive trust certificate and was registered in the name of “Verizon DPPA True-up Trust,” (the “True-up Trust”) as the initial registered owner thereof.  The Class B Certificate, upon original issuance, was issued in the form of a typewritten Certificate representing a fully registered, definitive trust certificate and was registered in the name of “Verizon ABS II LLC,” as the initial registered owner thereof.
 
Section 3.10 Increases and Decreases in the Class B Certificate Principal Balance and the Beneficial Interest of the Class A Certificate.  Subject to the terms and conditions of this
 
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Agreement, the Transfer and Servicing Agreement, the Originator Receivables Transfer Agreement and any Additional Transferor Receivables Transfer Agreement, on any Acquisition Date on which (i) the Depositor acquires Receivables from any Originators or any Additional Transferor and the Trust subsequently acquires such Receivables from the Depositor, and (ii) the Receivables Cash Transfer Amount for such Acquisition Date is less than the Receivables Transfer Amount set forth in the Acquisition Notice delivered for such Acquisition Date, the Administrator, on behalf of the Trust, will increase the Class B Certificate Principal Balance on such Acquisition Date in an amount equal to the excess of the Receivables Transfer Amount over the Receivables Cash Transfer Amount, as set forth in Section 2.1(a) of the Transfer and Servicing Agreement, as partial consideration for the transfer and assignment by the Depositor to the Trust of the Receivables for such Acquisition Date.  On any Acquisition Date on which the Class B Certificate Principal Balance is increased, the Class B Certificateholder will make a distribution to the Class A Certificateholder, in an amount equal to such increase as partial consideration for the transfer and assignment by the related Originators and/or the related Additional Transferor, as applicable, to the Depositor of the Receivables for such Acquisition Date, as set forth in Section 2.2 of the Originator Receivables Transfer Agreement and Section 2.2 of each Additional Transferor Receivables Transfer Agreement, which will result in an increase in the value of the beneficial interest in the Trust represented by the Class A Certificate.  Upon such distribution by the Class B Certificateholder to the Class A Certificateholder of the amounts set forth in this Section 3.10, the Class B Certificate Principal Balance will be deemed to be zero.  The Trust Registrar will record such increases and decreases to the Class B Certificate Principal Balance in the Trust Register and on Schedule I to the Class B Certificate on each Acquisition Date upon receipt of written instructions from the Administrator, which may be in the form of the Acquisition Notice attached as Exhibit A to the Originator Receivables Transfer Agreement or any Additional Transferor Receivables Transfer Agreement.
 
Section 3.11 Appointment of Certificate Paying Agent. The Certificate Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account and each Series Certificate Distribution Account pursuant to Section 4.1(b) and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account and each Series Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Certificate Paying Agent if the Owner Trustee determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Owner Trustee shall act as the initial Certificate Paying Agent.  Each Certificate Paying Agent shall be permitted to resign as Certificate Paying Agent upon thirty (30) days’ written notice to the Owner Trustee.  In the event that the Owner Trustee shall no longer be the Certificate Paying Agent, the Administrator, on behalf of the Trust, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company).  The Administrator, on behalf of the Trust, shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon
 
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removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee.  The provisions of Sections 6.1, 6.3, 6.6, 7.1 and 7.2 shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other Certificate Paying Agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-Certificate Paying Agent unless the context requires otherwise.
 
ARTICLE IV
APPLICATION OF TRUST PROPERTY
 
Section 4.1 Application of Trust Property.
 
(a) Establishment of Certificate Distribution AccountAccounts. The Owner Trustee, for the benefit of the Certificateholders, shall establish and maintain (or shall cause to be established and maintained) in the name of the Trust a non-interest bearing trust account (the “Certificate Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders.  With respect to each Series, the Owner Trustee, for the benefit of the Certificateholders, shall also establish and maintain (or shall cause to be established and maintained) in the name of the Trust a non-interest bearing trust account (each, a “Series Certificate Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders solely with respect to the related Series.  The Trust shall possess all right, title and interest in funds on deposit from time to time in the Certificate Distribution Account and each Series Certificate Distribution Account and in the proceeds thereof.  Except as otherwise expressly provided herein, the Certificate Distribution Account and each Series Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders.  If, at any time, the Owner Trustee ceases to be a Qualified Institution, the Owner Trustee (or the Depositor on behalf of the Owner Trustee, if the Certificate Distribution Account isand each Series Certificate Distribution Account are not then held by the Owner Trustee or an Affiliate thereof) shall cause the Certificate Distribution Account and each Series Certificate Distribution Account to be moved to a Qualified Institution and shall transfer any cash to such new Certificate Distribution Account or Series Certificate Distribution Account(s), as applicable. All amounts held in the Certificate Distribution Account or in any Series Certificate Distribution Account will not be invested.
 
(b) Distributions Under Trust Financing Agreements; Method of Payment.  Before the satisfaction and discharge of the Master Collateral Agreement, all distributions of Trust Property will be allocated in accordance with Section 9.4 of the Master Collateral Agreement and will be distributed on each Payment Date to the Certificateholders pursuant to the priorities listed below.  In addition, on each Payment Date, (i) amounts equal to the Transferor’s Allocation on any Payment Date, (ii) amounts not needed on a Payment Date, or any other date specified in the related Series Related Documents, to pay the Credit Extensions and the Trust’s other obligations under the Transaction Documents and any other Series Related Documents to the extent specified in the related Trust Financing Agreement for a Series, (iii) investment earnings on amounts held in the Collection Account or any Servies Accounts and (iviii) amounts owed or to be distributed under the Transaction Documents and the other Series Related Documents to the Certificateholders on the termination of the Trust will be deposited into the Certificate Distribution Account and subsequently will be distributed to the Certificateholders in the following order of priority:
 
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(1) first, to the Class B Certificate, until the Class B Certificate Principal Balance has been reduced to zero; and
 
(2) second, to the Class A Certificate, any remaining amounts.
 
The Owner Trustee shall distribute from the Certificate Distribution Account in the priorities set forth above amounts equal to the Transferor’s Allocation on any Payment Date in accordance with instructions provided by the Servicer to the Owner Trustee (which may be based on the information included in the most recent Monthly Investor Report) at least two (2) Business Days before the related Payment Date.
 
In addition, on or prior to one (1) Business Day following each Payment Date, with respect to any Series, investment earnings on amounts held in any Series Accounts that have been deposited into the Certificate Distribution Account shall be transferred to the Series Certificate Distribution Account related to the Series to which such Series Accounts relate in accordance with instructions provided by the Servicer to the Owner Trustee (which may be based on the information included in the most recent Monthly Investor Report) (the “Transferred Earnings”) at least two (2) Business Days before the related Payment Date.  The Owner Trustee shall be entitled to conclusively and exclusively rely upon such instructions without further inquiry when dealing with the Transferred Earnings.  With respect to any Series, (x) amounts, if any, distributed to the Equityholder or in respect of the Certificates or any Class R Interest for such Series on any Payment Date and (y) amounts not needed on a Payment Date, or any other date specified in the related Series Related Documents, to pay the Credit Extensions and the Trust’s other obligations under the Transaction Documents and any other Series Related Documents, in each case, to the extent specified in the related Trust Financing Agreement for a Series, will be deposited into the applicable Series Certificate Distribution Account by the applicable Paying Agent.  On (i) each Payment Date, with respect to any Series, amounts, if any, deposited into the applicable Series Certificate Distribution Account pursuant to the immediately preceding sentence with respect to such Payment Date and (ii) or prior to one (1) Business Day following each Payment Date all investment earnings on amounts held in any Series Accounts, including all Transferred Earnings held in the related Series Certificate Distribution Account, will be distributed to the Certificateholders in the following order of priority:
 
(1) first, to the Class B Certificate, until the Class B Certificate Principal Balance has been reduced to zero; and
 
(2) second, to the Class A Certificate, any remaining amounts.
 
On each Payment Date, the Owner Trustee shall deliver to the Certificateholders, upon request and within a reasonable time after such request is made, a copy of the Monthly Investor Report provided to the Owner Trustee by the Servicer pursuant to Section 3.5(a) of the Transfer and Servicing Agreement with respect to such Payment Date.  The Owner Trustee may satisfy this requirement by posting the Monthly Investor Report to the Owner Trustee website at www.wilmingtontrustconnect.com.  Distributions required to be made to Certificateholders on any Payment Date shall be made to each Certificateholder of record on the related Record Date either by check mailed to such Certificateholder at the address of such holder appearing in the Trust Register or by wire transfer, in immediately available funds, to the account specified to the
 
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Certificate Paying Agent in writing of any Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided to the Trust Registrar appropriate written instructions at least five (5) Business Days prior to such Payment Date.
 
(c) Distributions Following Satisfaction and Discharge of the Master Collateral Agreement.  Following the satisfaction and discharge of the Master Collateral Agreement and after all amounts due and payable to the Owner Trustee pursuant to Sections 7.1 and 7.2 hereof and not previously paid are paid out of the Trust Property, the Owner Trustee will distribute the remaining Trust Property as directed by the Class A Certificateholder.
 
(d) Funds Deposited with Owner Trustee. All funds deposited with the Owner Trustee may be held in a non-interest bearing trust account and are not required to be segregated from other funds, except to the extent required by Law or the terms of this Agreement.
 
(e) Withholding Tax.  If federal withholding tax is imposed on the Trust’s payments (or allocations of income) to the Certificateholders made by the Owner Trustee, that tax will reduce the amount distributable to the Certificateholders.  The Owner Trustee is authorized and directed to retain from amounts distributable to the Certificateholders a sufficient amount for the payment of the withholding tax that is legally owed by the Trust.  The Owner Trustee may contest the tax and withholding payment of the tax, if permitted by Law, pending the outcome of such contest.  The amount of withholding tax imposed on the Certificateholders will be treated as cash distributed to the Certificateholders at the time it is withheld by the Trust and paid to the applicable taxing authority.  If any Certificateholder seeks to apply for a refund of the applicable withholding tax, the Owner Trustee will cooperate with the holder in making the claim so long as such Certificateholder agrees to reimburse the Owner Trustee for expenses incurred in so cooperating.
 
Section 4.2 Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others.  The Administrator will (a) maintain (or cause to be maintained) the books of the Trust on a fiscal year basis or a calendar year basis on the accrual method of accounting, (b) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedules K-1, K-2 or K-3, as applicable, to an IRS Tax Form 1065, if the Trust is treated as a partnership) to enable each Certificateholder to prepare its federal and state income tax returns, and (c) collect or cause to be collected any withholding tax as described in and in accordance with Section 4.1(e) with respect to income or distributions to the Certificateholders.  The Administrator will make any elections as so directed by the Class A Certificateholder; provided, however, that neither the Administrator nor any Certificateholder shall make any election to have the Trust treated as a corporation for federal, state or local income, franchise or other tax purposes (including any tax measured in whole or in part by reference to income).
 
ARTICLE V
OWNER TRUSTEE’S AUTHORITY AND OBLIGATIONS
 
Section 5.1 General Authority.
 
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(a) Execution of Transaction Documents and Other Series Related Documents; Direction to Master Collateral Agent.  The Owner Trustee is authorized and directed, on behalf of the Trust, to execute and deliver the Transaction Documents and the other Series Related Documents to which the Trust is a party and the other documents required to be delivered on any Closing Date by the Trust under the Transaction Documents and the other Series Related Documents.
 
(b) Actions under Transaction Documents and Other Series Related Documents.  The Owner Trustee is authorized, but not obligated, to take all actions required of the Trust under the Transaction Documents and the other Series Related Documents and is authorized to take actions on behalf of the Trust, if permitted by the Transaction Documents or the other Series Related Documents, that the Servicer or the Administrator directs, except if this Agreement requires the consent of Creditors or the Certificateholders for the action.  In addition, the Administrator is authorized to take actions on behalf of the Trust, if permitted by the Transaction Documents and the other Series Related Documents, according to this Agreement and the Administration Agreement.
 
Section 5.2 General Obligations.
 
(a) Obligations Under Transaction Documents and Other Series Related Documents.  Subject to Section 5.3, the Owner Trustee will perform the obligations of the Owner Trustee under this Agreement, the Transaction Documents and the other Series Related Documents to which the Trust is a party.  The Owner Trustee will administer the Trust in the interest of the Certificateholders, subject to the Lien of the Master Collateral Agent and the Lien of any Indenture Trustee and according to the Transaction Documents and the other Series Related Documents.
 
(b) Discharge of Liens.  The Owner Trustee will promptly take, at its own expense, action necessary to discharge a Lien (other than the Lien of the Master Collateral Agent, the Lien of any Indenture Trustee or pursuant to any Series Related Documents) on the Trust Property resulting from actions by, or claims against, the Owner Trustee in its individual capacity that are not related to the ownership or the administration of the Trust Property.
 
(c) Obligations Performed by Administrator.  The Owner Trustee will be considered to have performed its obligations under the Transaction Documents and the other Series Related Documents if the Administrator is required in the Administration Agreement to perform the obligations of the Owner Trustee or the Trust.  The Owner Trustee will not be liable for the default or failure of the Administrator to perform its obligations under the Administration Agreement.
 
Section 5.3 Action Requiring Prior Notice.  For the following matters, the Owner Trustee, at least thirty (30) days before taking any such action, shall notify the Certificateholders and the Administrator (who will notify the Rating Agencies, if any, and the Creditor Representatives (who will notify the Creditors)) of the proposed action.  The Owner Trustee shall not take such action if either (a) the Majority Creditor Representatives or their representative (or, with respect to clause (iv) below, the Creditor Representative for the Creditors required to consent)  or (b) the Class A Certificateholder has notified the Owner Trustee before
 
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the thirtieth (30th) day after receiving notice pursuant to this Section 5.3 that the Majority Creditor Representatives (or, with respect to clause (iv) below, the Creditor Representative on behalf of the requisite percentage of Creditors required to consent) or the Class A Certificateholder, as applicable, have withheld consent or given alternative direction:
 
(i) starting or pursuing of a material Proceeding by the Trust and the settlement of any material Proceeding brought by or against the Trust;
 
(ii) amending the Certificate of Trust (unless the amendment is required to be filed under the Delaware Statutory Trust Act), except to correct an ambiguity or to amend or supplement it in a manner that would not materially adversely affect the interests of the Creditors or the Equity Interest;
 
(iii) appointing or engaging a successor Master Collateral Agent or consenting to the assignment by the Master Collateral Agent of its obligations under the Master Collateral Agreement or this Agreement;
 
(iv) the amendment of any Trust Financing Agreement in circumstances where the consent of any related Creditors is required pursuant to the express terms thereof;
 
(v) the amendment of any Trust Financing Agreement in circumstances where the consent of any related Creditor is not required pursuant to the express terms thereof;
 
(vi) (i)  the appointment pursuant to this Agreement of a successor Trust Registrar or (ii) any consent by the Master Collateral Agent, Trust Registrar or any Note or similar registrar under a Trust Financing Agreement, to the assignment of its respective obligations under the Master Collateral Agreement, this Agreement or the related Trust Financing Agreement, as applicable;
 
(vii) the amendment of the Transfer and Servicing Agreement in circumstances where the consent of Majority Creditor Representatives of each Group adversely affected thereby is required pursuant to the express terms thereof; or
 
(viii)   directing the Administrator to take any of the actions described in this Section 5.3 above.
 
Section 5.4 Action by the Certificateholders with Respect to Certain Matters.  The Owner Trustee shall not have the power, except upon the direction of the Class A Certificateholder, to (a) remove the Administrator pursuant to Section 3.3(c) of the Administration Agreement, (b) appoint a successor Administrator pursuant to Section 3.4 of the Administration Agreement, (c) remove the Servicer pursuant to Article VII of the Transfer and Servicing Agreement or (d) except as expressly provided in the Transaction Documents and the other Series Related Documents, transfer any Receivables, including after the termination of all Outstanding Credit Extensions.  The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the authorized representative of 100% of the Class A Certificateholders.  In addition, the Owner Trustee will take all actions, if permitted by the Transaction Documents and the other Series Related Documents, that the Class A Certificateholder directs, subject to the consent of the Creditors, if such consent is required
 
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pursuant to the express terms of the Transaction Documents or the other Series Related Documents.
 
Section 5.5 Action for Bankruptcy.  The Trust shall not, without the prior written consent of the Owner Trustee and 100% of the Class A Certificateholders, (i) institute any proceedings to adjudicate the Trust as bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iii) file a petition seeking or consenting to reorganization or relief under any applicable federal or state Law relating to bankruptcy with respect to the Trust, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property, (v) make any assignment for the benefit of the Trust’s creditors, (vi) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (vii) take any action in furtherance of any of the foregoing (any of the above foregoing actions, a “Bankruptcy Action”).  In considering whether to give or withhold written consent to the Bankruptcy Action by the Trust, the Owner Trustee and the Certificateholders shall consider the interests of the Creditors in addition to the interests of the Trust and whether the Trust is insolvent.  The Owner Trustee shall have no duty to give such written consent to the Bankruptcy Action by the Trust if the Owner Trustee shall not have been furnished (at the expense of the Person that requested such letter be furnished to the Owner Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Trust is then insolvent.  The Owner Trustee shall not be personally liable to any Creditor or Certificateholder on account of the Owner Trustee’s good faith reliance on the provisions of this Section 5.5 and no Creditor or Certificateholder shall have any claim for breach of fiduciary duty or otherwise against the Owner Trustee for withholding or granting its consent to any such Bankruptcy Action.
 
Section 5.6 Action on Administrator’s Instruction.  If (a) the Owner Trustee is unsure of the application of a term of a Transaction Document or other Series Related Document, (b) a term of a Transaction Document or other Series Related Document is, or appears to be, in conflict with another term, (c) this Agreement permits a determination by the Owner Trustee or is silent or is unclear about the action the Owner Trustee is required to take or (d) the Owner Trustee is unable to decide between alternative actions permitted or required by a Transaction Document or other Series Related Document, the Owner Trustee may, and for clause (d) will, notify the Administrator requesting instruction on the matter.  If the Owner Trustee acts or does not act in good faith according to the instruction received, the Owner Trustee will not be liable for the action or inaction.  If the Owner Trustee does not receive instruction before ten (10) days after it has notified the Administrator (or sooner if reasonably requested in the notice or necessary under the circumstances) it may, but is not obligated to, take or not take the action that it considers to be in the best interests of the Certificateholders, and will not be liable for the action or inaction.
 
Section 5.7 No Obligations or Actions Except as Stated in Transaction Documents and Other Series Related Documents or Instructions.  The Owner Trustee is not obligated to, and will not, manage, use, sell or dispose of the Trust Property, except according to the rights and powers granted to and the authority given to the Trust and the Owner Trustee under this Agreement, the other Transaction Documents and the other Series Related Documents or in an instruction received by the Owner Trustee under Section 5.4 or 5.6.  The right of the Owner Trustee to perform a discretionary act stated in a Transaction Document or other Series Related Document
 
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will not be interpreted as an obligation.  There are no implied obligations of the Owner Trustee under the Transaction Documents or the other Series Related Documents.  To the extent that, at law or in equity, the Owner Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or the Certificateholders, it is hereby understood and agreed by the other parties hereto that all such duties and liabilities are replaced by the duties and liabilities of the Owner Trustee expressly set forth in this Agreement.
 
Section 5.8 Prohibition on Some Actions.  The Owner Trustee will not take action (a) that is inconsistent with the purposes of the Trust in Section 2.3 or (b) that, to the knowledge of a Responsible Person of the Owner Trustee, absent direction by the Certificateholders, would (i) cause any Credit Extensions not to be treated as indebtedness for U.S. federal or Applicable Tax State income, franchise and other tax purposes (including for purposes of any tax measured in whole or in part by reference to income), (ii) be deemed to cause a sale or exchange of Credit Extensions for purposes of Section 1001 of the Code (unless no gain or loss would be recognized on the deemed sale or exchange for U.S. federal income tax purposes), (iii) cause the Trust or any part of the Trust to be treated as an association (or publicly traded partnership) in either case taxable as a corporation for U.S. federal income tax or for state and local income, franchise and other tax purposes (including for purposes of any tax measured in whole or in part by reference to income), or (iv) not be in accordance with applicable Law.  The Certificateholders shall not direct the Owner Trustee to take action that would violate clause (b)(i) of this Section 5.8 or cause the Trust to be an association (or publicly traded partnership) in either case taxable as a corporation for U.S. federal income tax or for state and local income, franchise and other tax purposes (including for purposes of any tax measured in whole or in part by reference to income).
 
Section 5.9 Action Not Required.  The Owner Trustee will not be required to do any of the following:
 
(a) Actions Resulting in Liability.  To take any action under a Transaction Document or other Series Related Document if the Owner Trustee reasonably determines, or is advised by counsel, that the action is likely to result in liability on the part of the Owner Trustee, is contrary to a Transaction Document or other Series Related Document or is not permitted by applicable Law.
 
(b) Actions Resulting in Financial Liability.  To pay or risk funds or incur any financial liability in the performance of its rights or powers under a Transaction Document or other Series Related Document if the Owner Trustee has reasonable grounds for believing that payment of such funds or adequate indemnity against the risk or liability is not reasonably assured or given to it.
 
(c) Administering or Collecting Receivables.  To administer, service or collect the Receivables or to monitor or supervise the administration, servicing or collection of the Receivables.
 
(d) Perfecting Security Interest.  To file financing statements or continuation statements or to perfect or maintain the perfection of a security interest or Lien granted to it
 
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under this Agreement or to prepare or file a Commission filing for the Trust or to record a Transaction Document or other Series Related Documents.
 
(e) Advice.  To provide advice, counsel or opinion regarding the tax, financial, investment, securities law or insurance implications and consequences of the formation, funding and ongoing administration of the Trust, including income, gift and estate tax issues, insurable interest issues, doing business or other licensing matters and the initial and ongoing selection and monitoring of financing arrangements.
 
(f) Investigation.  To make investigation about the accuracy of representations, warranties or other obligations of the Trust under the Transaction Documents and the other Series Related Documents.
 
(g) Verification.  To prepare or verify information, disclosure or other statements in the offering documents or other documents issued or delivered in connection with the sale or transfer of Notes, except as separately agreed by the Owner Trustee.
 
(h) Actions of other Parties.  To monitor or supervise the activities or performance of other parties under the Transaction Documents and the other Series Related Documents.
 
(i) Compliance with U.S. Credit Risk Retention Rules. To monitor or enforce the Sponsor’s compliance with any risk retention requirements under the U.S. Credit Risk Retention Rules. The Owner Trustee shall not be charged with knowledge of such rules, nor shall it be liable to any Certificateholder, Creditor or other party for violation of such rules now or hereafter in effect, except as otherwise may be explicitly required by law, rule or regulation.
 
Section 5.10 Inspection of Owner Trustee; Access to Records.  The Owner Trustee agrees that, with reasonable advance notice, it will permit authorized representatives of the Servicer or the Administrator, during the Owner Trustee’s normal business hours, to have access to and review the facilities, processes, books of account, records, reports and other documents and materials of the Owner Trustee relating to (a) the performance of the Owner Trustee’s obligations under this Agreement, (b) payments of fees and expenses of the Owner Trustee for its performance and (c) a claim made by the Owner Trustee under this Agreement.  In addition, the Owner Trustee will permit the Servicer’s or the Administrator’s representatives to make copies and extracts of any of those documents and to discuss them with the Owner Trustee’s officers and employees.  Any access and review will be subject to the Owner Trustee’s confidentiality and privacy policies.  The Owner Trustee will maintain all relevant books, records, reports and other documents and materials for a period of two (2) years after the termination of its obligations under this Agreement.
 
Section 5.11 Furnishing of Documents.  The Owner Trustee will provide to the Administrator and, on request from any Certificateholder (if a different Person than the Administrator), to the Certificateholder copies of reports, notices, requests, demands, certificates and other documents provided to the Owner Trustee under the Transaction Documents and the other Series Related Documents, including any requests received by the Owner Trustee from a Public Noteholder to communicate with other Creditors and any Review Reports received from the Asset Representations Reviewer.
 
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Section 5.12 Reporting of Receivables; Reacquisition or Acquisition Demands.  The Owner Trustee will (a) notify the Sponsor, the Administrator, the Depositor and the Servicer, as soon as practicable, but in any event, within five (5) Business Days, of demands or requests received by a Responsible Person of the Owner Trustee (including to the Owner Trustee on behalf of the Trust) for the reacquisition or acquisition, as applicable, of any Receivable under Section 3.4 or 4.6 of the Originator Receivables Transfer Agreement, Section 2.5 or 2.7 of the Transfer and Servicing Agreement or Section 3.4 or 4.7 of any Additional Transferor Receivables Transfer Agreement, (b) promptly on request by the Sponsor, the Administrator, the Depositor or the Servicer, provide to them other information in the Owner Trustee’s possession reasonably requested to facilitate compliance by them with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB and (c) if requested by the Sponsor, the Administrator, the Depositor or the Servicer, provide a written certification no later than fifteen (15) days following the end of a quarter or year that the Owner Trustee has not received reacquisition or acquisition demands or requests for the relevant period, or if reacquisition or acquisition demands or requests have been received during the relevant period, that the Owner Trustee has given the information reasonably requested under clause (b) above.  The Owner Trustee and the Trust will not have responsibility or liability for a filing required to be made by a securitizer under the Exchange Act.
 
Section 5.13 Sarbanes-Oxley Act.  The Owner Trustee will not be required to execute, deliver or certify on behalf of the Trust, the Servicer, the Depositor or the Sponsor any filings, certificates or other documents required by the Commission or required under the Sarbanes-Oxley Act of 2002 in connection with the Transaction Documents or any other Series Related Documents.  The Owner Trustee will provide any relevant information in the Owner Trustee’s possession and Officer’s Certificates reasonably requested by the Person responsible for the filings, certificates or other documents on behalf of the Trust.
 
ARTICLE VI
OWNER TRUSTEE

Section 6.1 Acceptance of Trusts.  The Owner Trustee accepts the trusts created by this Agreement and agrees to exercise its rights and powers and perform its obligations under this Agreement.
 
Section 6.2 Limitations on Liability.  The Owner Trustee will not be liable under the Transaction Documents or the other Series Related Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or gross negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the date of this Agreement:
 
(i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Majority Creditor Representatives, any Indenture Trustee, the Master Collateral Agent, the Depositor, the Certificateholders, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to gross negligence; provided, however, that the foregoing shall not relieve the Owner Trustee of its obligation to perform its duties under this Agreement;
 
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(ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents or the other Series Related Documents, including the principal of or interest on the Credit Extensions or amounts distributable to the Certificateholders;
 
(iii) the Owner Trustee will not be liable for and makes no representations as to (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents or the other Series Related Documents or any related documents, (E) the legality, validity and enforceability of the Certificates or any Credit Extensions, (F) the perfection and priority of a security interest created in the Receivables or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Creditors under the Trust Financing Agreements or distributions to the Certificateholders under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document or other Series Related Documents (other than the representations and warranties made by the Owner Trustee in Section 6.6);
 
(iv) the Owner Trustee will not have any responsibility or liability for or with respect to (A) the legality, validity and enforceability of any Receivable, (B) the existence and ownership of any Receivable, (C) the existence and contents of any device payment plan agreement or any computer or other record thereof, (D) the completeness of any device payment plan agreement, or (E) the performance or enforcement of any device payment plan agreement;
 
(v) the Owner Trustee will not have any responsibility or liability for or with respect to the compliance by the Trust with any covenant or the breach by the Trust of any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to the Owner Trustee’s receipt of notice or other discovery of any noncompliance therewith or any breach thereof;
 
(vi) the Owner Trustee will not be liable for the default or misconduct of or acts or omissions of the Servicer, the Administrator, the Depositor, any Certificateholder, the Asset Representations Reviewer or the Master Collateral Agent under the Transaction Documents or the other Series Related Documents or for any action taken by the Master Collateral Agent, the Administrator or the Servicer in the name of the Owner Trustee, and the Owner Trustee shall have no obligations to perform any of the duties of or to monitor the performance by the Trust, the Servicer, the Master Collateral Agent, the Administrator, the  Asset Representations Reviewer or any other Person; provided that, to the extent a Responsible Person of the Owner Trustee has actual knowledge of a breach of a representation, warranty or covenant of any party, the Owner Trustee shall notify such party of the breach;
 
(vii) the Owner Trustee shall not be accountable for (A) the use or application by the Depositor of the proceeds of the sale of any Notes or the borrowings under any
 
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Loans, (B) the use or application by the Certificateholders of the Certificates or the proceeds of the Certificates, (C) the use or application by the holder of any Credit Extensions of any of the Credit Extensions or of the proceeds of such Credit Extensions, or (D) the use or application of any funds paid to the Servicer in accordance with the Transfer and Servicing Agreement.
 
(viii)   the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or
 
(ix) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems; and the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
 
Section 6.3 Reliance; Advice of Counsel; Use of Agents.
 
(a) Reliance.  The Owner Trustee may rely on, and will not be liable to anyone for acting in reliance on, a signature, notice, resolution, request, consent, certificate, report, opinion or other document believed by it to be genuine that appears on its face to be properly signed by the proper party or parties.  The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of a corporate party as conclusive evidence that the resolution has been duly adopted and that the resolution is in full force and effect.
 
(b) Advice of Counsel.  In the exercise or administration of the trusts under this Agreement and in the exercise of its rights and powers or the performance of its obligations under the Transaction Documents and the other Series Related Documents, the Owner Trustee may consult with counsel, accountants and other Persons whom the Owner Trustee selects with reasonable care.  The Owner Trustee may rely on the written opinion or advice of counsel, accountants or other Persons and will not be liable for any action taken or not taken in good faith according to such opinion or advice, including that such action or inaction is not contrary to the Transaction Documents or the other Series Related Documents.
 
(c) Use of Agents.  In the exercise or administration of the trusts under this Agreement and in the performance of its rights, powers and obligations under the Transaction Documents and the other Series Related Documents, the Owner Trustee may act directly or through its agents or attorneys under agreements entered into with any of them and will not be liable for the conduct or misconduct of those agents or attorneys if the Owner Trustee selects those agents or attorneys with due care.
 
Section 6.4 Not Acting in Individual Capacity.  Except as stated in this Article VI, in accepting the trusts created by this Agreement, Wilmington Trust, National Association acts
 
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solely as Owner Trustee under this Agreement and not in its individual capacity.  Any Person with a claim against the Owner Trustee related to a Transaction Document or other Series Related Document will look only to the Trust Property for payment or satisfaction of that claim.
 
Section 6.5 Owner Trustee May Own Credit Extensions.  Wilmington Trust, National Association, in its individual or another capacity, may become the owner or pledgee of Credit Extensions and may deal with the Depositor, the Certificateholder, the Servicer, the Administrator and the Master Collateral Agent in banking transactions with the same rights as it would have if it were not the Owner Trustee.
 
Section 6.6 Owner Trustee’s Representations and Warranties.  The Owner Trustee represented and warranted to the Depositor and for the benefit of the Certificateholders as of the date of this Agreement:
 
(a) Organization and Qualification.  The Owner Trustee is duly formed, validly existing and duly qualified as a national banking association under the laws of the United States.  The Owner Trustee has obtained necessary qualifications, licenses and approvals in each jurisdiction in which the ownership or lease of its properties or the conduct of its activities requires the qualification, license or approval, unless the failure to obtain the qualifications, licenses or approvals would not reasonably be expected to have a Material Adverse Effect.
 
(b) Power, Authority and Enforceability.  The Owner Trustee has the power and authority to execute, deliver and perform its obligations under this Agreement.  The Owner Trustee has authorized the execution, delivery and performance of this Agreement.  This Agreement has been duly executed by an authorized officer of the Owner Trustee and is the legal, valid and binding obligation of the Owner Trustee enforceable against the Owner Trustee in accordance with its terms, except as may be limited by insolvency, bankruptcy, reorganization or other Laws relating to the enforcement of creditors’ rights or by general equitable principles.
 
(c) No Conflicts and No Violation.  The completion of the transactions under this Agreement and the performance by the Owner Trustee of its obligations under this Agreement will not (i) conflict with, or be a breach or default under, any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document under which the Owner Trustee is a debtor or guarantor, (ii) result in the creation or imposition of any Lien on the Owner Trustee’s properties or assets under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document, (iii) violate the Owner Trustee’s organizational documents or by-laws, or (iv) violate a Law or, to the Owner Trustee’s knowledge, an order, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Owner Trustee or its properties that applies to the Owner Trustee, which, in each case, would reasonably be expected to have a Material Adverse Effect.
 
(d) No Proceedings.  To the Owner Trustee’s knowledge, there are no proceedings or investigations pending or threatened in writing, before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Owner Trustee or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the issuance of any Credit Extensions or the completion of the transactions contemplated by the
 
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Transaction Documents and any other Series Related Documents, or (iii) seeking a determination or ruling that would reasonably be expected to have a Material Adverse Effect.
 
(e) Banking Association.  The Owner Trustee is a banking association satisfying Section 3807(a) of the Delaware Statutory Trust Act and meets the eligibility requirements of Section 9.1(a).
 
(f) Information Provided by Owner Trustee.  The information provided by the Owner Trustee in its individual capacity in each certificate or agreement delivered by a Responsible Person of the Owner Trustee is true and correct in all material respects.
 
Section 6.7 Obligation to Update Disclosure. The Owner Trustee will notify and provide information in the Owner Trustee’s possession, and certify the information in an Officer’s Certificate, to the Depositor and the Administrator on the occurrence of any event or condition relating to the Owner Trustee or actions taken by the Owner Trustee that (a) may be required to be disclosed by the Depositor under Item 2 (the start of, material developments in, or termination of legal proceedings against the Owner Trustee, in its individual capacity, that are material to the Public Noteholders) of Form 10-D under the Exchange Act within five (5) Business Days of a Responsible Person of the Owner Trustee becoming aware of such proceeding, (b) the Depositor or the Administrator reasonably requests of the Owner Trustee that the Depositor or the Administrator, as applicable, in good faith, believes is necessary to comply with the Depositor’s reporting obligations under the Exchange Act within two (2) Business Days of request, or (c) may be required to be disclosed under Item 6.02 (resignation, removal, replacement or substitution of the Owner Trustee, in its individual capacity) of Form 8-K under the Exchange Act within two (2) Business Days of the resignation, removal, replacement or substitution of the Owner Trustee.
 
Section 6.8 Anti-Money Laundering.  To help the government fight the funding of terrorism and money laundering activities, the Customer Identification Program (CIP) requirements established under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107 56 (signed into law October 26, 2001) and its implementing regulations (collectively, the “USA PATRIOT Act”), the Financial Crimes Enforcement Network’s (FinCEN) Customer Due Diligence Requirements and such other laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions (“Applicable Anti-Money Laundering Law”), requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. Accordingly, in order to comply with Applicable Anti-Money Laundering Law, the Owner Trustee was required to obtain on or before the Closing Date and is required to obtain from time to time thereafter documentation to verify and record information that identifies each person who opens an account.  For a non-individual person such as a business entity, a charity, a trust or other legal entity, the Owner Trustee will ask for documentation to verify its formation and existence as a legal entity, financial statements, licenses, tax identification documents, and identification and authorization documents from individuals claiming authority to represent the entity and other relevant documentation and information (including beneficial owners of such entities).  The Owner Trustee may, to the fullest extent permitted by Applicable Law, including Applicable Anti-Money Laundering Law, conclusively rely on, and shall be fully protected and indemnified in relying on, any information
 
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received, and failure to provide such information may result in an inability of the Owner Trustee to perform its obligations hereunder which, at the sole option of the Owner Trustee, may result in the immediate resignation of the Owner Trustee, notwithstanding anything to the contrary in this Agreement but subject to Section 9.2(e).
 
Section 6.9 Persons Deemed Beneficial Owners and Control Parties. The parties hereto agree that for purposes of Applicable Anti-Money Laundering Law, (a) each Certificateholder owning twenty-five percent (25%) or more of the beneficial interest in the Trust is and shall be deemed to be the beneficial owners of the Trust for purposes of providing the information required under Applicable Anti-Money Laundering Law, and (b) each such Certificateholder and the Administrator is and shall deemed to be the parties with the power and authority to control the Trust.
 
ARTICLE VII
COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE
 

Section 7.1 Owner Trustee’s Fees and Expenses.  The Trust will pay the Owner Trustee as compensation for performing its obligations under this Agreement the Owner Trustee Fee.  The Trust will reimburse the Owner Trustee for its reasonable expenses in performing its obligations under this Agreement, the other Transaction Documents and the other Series Related Documents, including the reasonable fees and expenses of the Owner Trustee’s agents, counsel and advisors, but excluding expenses resulting from the Owner Trustee’s willful misconduct, bad faith or gross negligence (other than errors in judgment).  All such amounts will be paid to the Owner Trustee as set forth in the Transaction Documents and other Series Related Documents.
 
Section 7.2 Indemnification of Owner Trustee.
 
(a) Indemnification.  The Trust will indemnify the Owner Trustee in its individual capacity, and its officers, directors, employees and agents (each, an “Indemnified Person”), for all fees, expenses, losses, damages and liabilities resulting from the administration of and the performance of its obligations under this Agreement, the other Transaction Documents and the other Series Related Documents (including the fees and expenses of defending itself against any loss, damage or liability and any fees and expenses incurred in connection with any proceedings brought by the Indemnified Person to enforce the indemnification obligations of the Trust), but excluding any fee, expense, loss, damage or liability resulting from (i) the Owner Trustee’s willful misconduct, bad faith or gross negligence (other than errors in judgment) or (ii) the Owner Trustee’s breach of its representations and warranties in this Agreement. All such amounts will be paid to the Owner Trustee as set forth in the Transaction Documents and other Series Related Documents.
 
(b) Proceedings.  If an Indemnified Person receives notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 7.2(a), promptly notify the Trust and the Administrator of the Proceeding.  The Trust may participate in and assume the defense and settlement of a Proceeding at its expense.  If the Trust notifies, or causes the Administrator to notify, the Indemnified Person of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the
 
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Trust assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Trust will not be liable for fees and expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Trust and an Indemnified Person.  If there is a conflict, the Trust will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person.  No settlement of a Proceeding may be made without the approval of the Trust and the Indemnified Person, which approval will not be unreasonably withheld.
 
(c) Survival of Obligations.  The obligations of the Trust under this Section 7.2 will survive the resignation or removal of the Owner Trustee and the termination of this Agreement.
 
(d) Repayment.  If the Trust makes a payment to an Indemnified Person under this Section 7.2 and the Indemnified Person later collects from others any amounts for which the payment was made, the Indemnified Person will promptly repay those amounts to the Trust.
 
Section 7.3 Organizational Expenses of Trust.  The Depositor will, or will cause the Administrator to, pay the organizational fees and expenses of the Trust.
 
ARTICLE VIII
TERMINATION
 
Section 8.1 Termination of Trust Agreement and Trust.
 
(a) Termination of Trust Agreement and Trust.  The Trust will dissolve, on the later to occur of (i) the final distribution by the Owner Trustee of all Trust Property according to the Master Collateral Agreement, the Transfer and Servicing Agreement and Article IV of this Agreement, and (ii) the satisfaction and discharge of each Trust Financing Agreement in accordance with its terms.  An Insolvency Event, liquidation or dissolution of any Certificateholder will not (A) operate to terminate this Agreement or the Trust, (B) allow any Certificateholder’s legal representatives to claim an accounting or to start an action or proceeding in court for a partition or winding up of the Trust or the Trust Property or (C) affect the rights, powers, obligations and liabilities of the parties to this Agreement.  On dissolution of the Trust, the Administrator will wind up the activities and affairs of the Trust as required by Section 3808 of the Delaware Statutory Trust Act.
 
(b) Notice of Dissolution.  Notice of any dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Certificates to the Owner Trustee for payment of the final distributions and cancellation, shall be given by the Owner Trustee to the Certificateholders mailed within five (5) Business Days after receipt of notice of such termination by the Owner Trustee, stating (i) the Payment Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Owner Trustee therein designated, (ii) the amount of any such final payment, and (iii) that payment to be made on such Payment Date will be made only upon presentation and surrender of the Certificates at the office of the Owner Trustee therein specified.  The Owner Trustee shall give such notice to the Trust Registrar (if other than the Owner Trustee) at the time such notice is given to the Certificateholders.  Upon presentation and surrender of the
 
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Certificates, the Owner Trustee shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date.
 
(c) Failure to Surrender Certificates.  In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto.  If within one (1) year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement.  Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws).
 
(d) No Termination of Trust.  Except as provided in this Section 8.1, none of the Depositor, the Administrator or the Certificateholders may cancel or terminate the Trust.
 
(e) Trust Property; Certificate of Cancellation.  On dissolution of the Trust, any remaining Trust Property will be distributed to the Certificateholders in the priority set forth in Section 4.1(b) of this Agreement, and on completion of the windup, the Owner Trustee will (at the written direction of the Administrator) cause the Certificate of Trust to be cancelled by preparing, executing and filing a certificate of cancellation as required by the Delaware Statutory Trust Act.  On the filing of the certificate of cancellation, this Agreement and the Owner Trustee’s rights, powers and obligations under this Agreement will simultaneously terminate.  The Owner Trustee will promptly deliver a file-stamped copy of the certificate of cancellation to the Administrator.
 
ARTICLE IX
SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
 
Section 9.1 Eligibility Requirements for Owner Trustee.
 
(a) Eligibility Requirements.  The Owner Trustee must (i) be authorized to exercise corporate trust powers, (ii) have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by federal or State authorities, and (iii) have (or have a parent that has) a long-term debt rating of at least investment grade by each of Fitch, Moody’s and S&P.  It is hereby understood that Wilmington Trust, National Association meets the requirements set forth in the immediately preceding sentence as of the date hereof.  If the Owner Trustee publishes reports of condition at least annually, under Law or the requirements of its supervising or examining authority, then for the purpose of this Section 9.1, the combined capital and surplus of the Owner Trustee will be considered to be its combined capital and surplus as stated in its most recent published report.
 
(b) Notice of Ineligibility.  The Owner Trustee will promptly notify the Depositor and the Administrator if it no longer meets the eligibility requirements in this Section 9.1.
 
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(c) Trustee in Delaware.  The Owner Trustee must satisfy Section 3807(a) of the Delaware Statutory Trust Act.
 
Section 9.2 Resignation or Removal of Owner Trustee.
 
(a) Resignation.  The Owner Trustee may resign as the Owner Trustee by notifying the Depositor and the Administrator at least thirty (30) days in advance.  The Owner Trustee must resign immediately if it no longer meets the eligibility requirements in Section 9.1 or is legally unable to act as Owner Trustee.
 
(b) Removal by Administrator.  The Administrator may, without cause, remove the Owner Trustee and terminate its rights and obligations under this Agreement by notifying the Owner Trustee at least thirty (30) days in advance.
 
(c) Removal for Cause.  The Administrator will, if any of the following events occurs and is continuing, remove the Owner Trustee and terminate its rights and obligations under this Agreement by notifying the Owner Trustee:
 
(i) the Owner Trustee no longer meets the eligibility requirements in Section 9.1;
 
(ii) the Owner Trustee is legally unable to act as Owner Trustee; or
 
(iii) an Insolvency Event of the Owner Trustee occurs.
 
(d) Notice of Resignation or Removal.  The Administrator will notify the Depositor, the Master Collateral Agent and the Rating Agencies, if any, of any resignation or removal of the Owner Trustee.
 
(e) Continue to Perform.  No resignation or removal of the Owner Trustee will be effective, and the Owner Trustee will continue to perform its obligations under this Agreement, until a successor Owner Trustee has accepted its engagement according to Section 9.3(b).
 
Section 9.3 Successor Owner Trustee.
 
(a) Appointment of Successor Owner Trustee.  If the Owner Trustee resigns or the Administrator removes the Owner Trustee, the Administrator will promptly appoint a successor Owner Trustee who meets the eligibility requirements in Section 9.1.  If no successor Owner Trustee is appointed and has accepted the appointment within thirty (30) days after the Administrator receives notice of the resignation or removal of the Owner Trustee, the Owner Trustee may petition a court of competent jurisdiction to appoint a successor Owner Trustee.  No successor Owner Trustee may accept appointment under this Section 9.3 unless, at the time of the acceptance, the successor Owner Trustee meets the eligibility requirements in Section 9.1.
 
(b) Effectiveness of Resignation or Removal.  No resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee under this Section 9.3 will become effective until (i) the successor Owner Trustee accepts its appointment as the Owner Trustee under Section 9.3(a) by executing and delivering to the Administrator an agreement
 
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accepting its appointment under this Agreement and (ii) the successor Owner Trustee files the certificate of amendment to the Certificate of Trust referred to in Section 9.3(e).
 
(c) Transition of Owner Trustee Obligations.  On the resignation or removal of the Owner Trustee becoming effective under Section 9.3(b), all rights, powers and obligations of the Owner Trustee under this Agreement will become the rights, powers and obligations of the successor Owner Trustee.  The Owner Trustee will deliver to the successor Owner Trustee all documents and amounts held by it under this Agreement, and the Administrator and the Owner Trustee will execute and deliver any documents and do other things reasonably required to confirm in the successor Owner Trustee those rights, powers and obligations.  The Trust will reimburse the Owner Trustee and any successor Owner Trustee for expenses related to the replacement of the Owner Trustee.
 
(d) Notification.  On the acceptance of appointment by a successor Owner Trustee under this Section 9.3, the Administrator will notify the Depositor, the Master Collateral Agent, the Creditors, the Certificateholders and the Rating Agencies, if any, of the successor Owner Trustee.
 
(e) Certificate of Amendment.  A successor Owner Trustee appointed under this Agreement will promptly file a certificate of amendment to the Certificate of Trust with the Secretary of State of the State of Delaware identifying the name and principal place of business of the successor Owner Trustee in the State of Delaware.  The successor Owner Trustee will promptly deliver a file-stamped copy of the certificate of amendment to the Administrator.
 
Section 9.4 Merger or Consolidation; Transfer of Assets.  If the Owner Trustee merges or consolidates with, or transfers its corporate trust business or assets to, any Person, the resulting, surviving or transferee Person will be the successor Owner Trustee so long as that Person is qualified and eligible under Section 9.1.  The Owner Trustee will (i) notify the Trust and the Administrator (who will notify the Rating Agencies, if any) of the merger or consolidation within fifteen (15) Business Days of the event and (ii) file a certificate of amendment to the Certificate of Trust as required by Section 9.3(e).
 
Section 9.5 Appointment of Separate Trustee or Co-Trustee.
 
(a) General.  For the purpose of meeting a legal requirement of any jurisdiction in which the Trust Property may be located, the Administrator and the Owner Trustee acting jointly will have the power to appoint one or more Persons approved by the Owner Trustee to act as a separate trustee or as separate trustees, or as co-trustee, jointly with the Owner Trustee, of the Trust, and to vest in that Person, in that capacity, the title to the Trust Property, and, subject to this Section 9.5, the trusts, rights, powers and obligations as the Administrator and the Owner Trustee consider necessary or advisable.  If the Administrator has not joined in the appointment within fifteen (15) Business Days of its receipt of a request so to do, the Owner Trustee will have the power to make the appointment.  No separate trustee or co-trustee under this Agreement will be required to be eligible under Section 9.1 and no notice of the appointment of a separate trustee or co-trustee is required.
 
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(b) Rights; Liability; Resignation or Removal.  Each separate trustee and co-trustee will, if permitted by Law, be appointed and act subject to the following:
 
(i) all rights, powers and obligations of the Owner Trustee will be exercised or performed by the Owner Trustee and the separate trustee or co-trustee jointly (it being understood that the separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in the act), except if under the Law of each jurisdiction in which a particular act or acts are to be performed, the Owner Trustee is incompetent or unqualified to perform the act or acts, in which event the rights, powers and obligations (including the holding of title to any Trust Property) may be exercised and performed separately by the separate trustee or co-trustee;
 
(ii) no trustee under this Agreement will be personally liable for any act or failure to act by another trustee under this Agreement; and
 
(iii) the Administrator and the Owner Trustee acting jointly may accept the resignation of or remove a separate trustee or co-trustee.
 
(c) Joint or Separate Trusts.  Any notice, request or other communication given to the Owner Trustee will be considered given to each of the then separate trustees and co-trustees, as if given to each of them.  Every appointment of a separate trustee or co-trustee must refer to this Agreement and the conditions of this Article IX.  Each separate trustee and co-trustee, on its acceptance of the appointment, will be vested with the properties, trusts, rights and powers stated in its appointment, either jointly with the Owner Trustee or separately.  The Owner Trustee will keep a copy of the appointment in its files and will deliver a copy to the Administrator.
 
(d) Owner Trustee as Agent.  Any separate trustee or co-trustee may appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, if not prohibited by Law, to do any act under this Agreement on its behalf and in its name.  If a separate trustee or co-trustee becomes incapable of acting, resigns or is removed, its properties, trusts, rights and powers will be vested in and may be exercised by the Owner Trustee, if permitted by Law, without the appointment of a new or successor trustee.
 
Section 9.6 Compliance with Delaware Statutory Trust Act.  The Trust must have at least one trustee that meets the requirements of Section 3807(a) of the Delaware Statutory Trust Act.
 
ARTICLE X
OTHER AGREEMENTS
 
Section 10.1 Limitation on Rights of Others.  Except for Sections 2.6, 7.2 and 11.2, this Agreement is solely for the benefit of the Owner Trustee, the Depositor, the Administrator, the Servicer, the Certificateholders and the Secured Parties.  Nothing in this Agreement (other than Section 2.6), will give to any other Person any legal or equitable right, remedy or claim in the Trust Property or under this Agreement.
 
Section 10.2 No Petition.  To the fullest extent permitted by Law, each of the parties hereto, by entering into this Agreement hereby covenants and agrees, and the Master Collateral
 
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Agent and each Certificateholder and Creditor by accepting a Certificate or accepting the benefits of this Agreement, as the case may be, are each deemed to covenant and agree, that it shall not at any time acquiesce, petition or otherwise invoke or cause the Trust or the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Trust or the Depositor under any federal or state bankruptcy, insolvency or similar Law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Trust or the Depositor, as the case may be, or any substantial part of its property, or, except as expressly set forth herein, ordering the winding up or liquidation of the affairs of the Trust or the Depositor, in connection with any obligations relating to the Credit Extensions, the Certificates, this Agreement or any of the Transaction Documents or other Series Related Documents prior to the date that is one (1) year and one day after the payment in full of all securities issued by the Depositor or by a trust for which the Depositor was a depositor.  This Section 10.2 shall survive the termination of this Agreement.
 
Section 10.3 Restrictions on the Certificateholders’ Power.  The Certificateholders shall not direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligations of the Trust or of the Owner Trustee under any of the Transaction Documents or other Series Related Documents nor shall the Owner Trustee be obligated to follow any such direction, if given.
 
Section 10.4 Class A Certificateholder Controls.  Except as otherwise expressly provided herein, any action that may be taken by the Certificateholders under this Agreement may be taken by the Class A Certificateholder, except as expressly provided otherwise herein.  Except as expressly provided herein, any written notice of the Certificateholders delivered pursuant to this Agreement shall be effective if signed by the Class A Certificateholder.
 
Section 10.5 Optional Redemption of Notes. If permitted under the terms of the Indenture for any Indenture Series, on and after the date set forth in such Indenture for the related Indenture Series, the Class A Certificateholder, with the consent of the Administrator, on behalf of the Trust, shall have the option to redeem the Notes of such Indenture Series, in whole but not in part, pursuant to and in accordance with the terms set forth in the applicable Indenture.
 
ARTICLE XI
MISCELLANEOUS
 
Section 11.1 Amendments.
 
(a) Amendments to Clarify and Correct Errors and Defects.  The parties may amend this Agreement, without the consent of any Creditor Representatives, Creditors or Certificateholders, for the purposes of (i) curing any ambiguity, correcting an error or correcting or supplementing any provision of this Agreement that may be defective or inconsistent with the other terms of this Agreement or (ii) evidencing the acceptance of the appointment under this Agreement by a successor owner trustee, and to add to or change this Agreement as necessary to facilitate the administration of the trusts under this Agreement by more than one owner trustee.
 
(b) Other Amendments.  Other than as set forth in Section 11.1(c), the parties may also amend this Agreement, with the consent of the Certificateholders but without the consent of
 
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any Creditor Representatives or Creditors, for the purpose of adding any provisions to, or changing in any manner or eliminating any provisions of, this Agreement or modifying in any manner the rights of the Creditors under this Agreement if (x) the Trust or the Administrator delivers an Officer’s Certificate to the Master Collateral Agent and the Owner Trustee stating that the Trust or the Administrator, as applicable, reasonably believes that such amendment will not have a material adverse effect on the interest of any Creditor or (y) the Rating Agency Condition has been satisfied for all Credit Extensions then rated by a Rating Agency with respect to such amendment.
 
(c) Amendments Requiring Consent of Creditors and Certificateholders.  This Agreement may also be amended from time to time by the parties hereto, with the consent of the Certificateholders and the Majority Creditor Representatives of each Group adversely affected thereby, with prior written notice to the applicable Rating Agencies (if any Credit Extensions of an affected Group are then rated by such Rating Agency), for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Agreement or of modifying in any manner the rights of the Certificateholders or Creditors under this Agreement.  No amendment to this Agreement, without the consent of the Certificateholders and each Creditor Representative representing each Series in each Group adversely affected by the amendment, will modify the percentage of Creditor Representatives or Creditors, or the percentage interest of Certificates, required to consent to any action.
 
It shall not be necessary for the consent of the Certificateholders, the Creditors, any Creditor Representatives or the Master Collateral Agent pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  For the avoidance of doubt, any Creditor (acting through its Creditor Representative) consenting to any amendment shall be deemed to agree that such amendment does not have a material adverse effect on such Creditor and any Creditor Representative consenting to any amendment shall be deemed to agree that such amendment does not have a material adverse effect on such Creditor Representative or its Creditors.
 
(d) Master Collateral Agent Consent.  The consent of the Master Collateral Agent will be required for any amendment under Sections 11.1(b) or (c) that has a material adverse effect on the rights, duties, obligations, immunities or indemnities of the Master Collateral Agent.
 
(e) Notice of Amendments.  Promptly after the execution of an amendment, (i) the Administrator will deliver a copy of the amendment to the Rating Agencies, if any, and (ii) the Owner Trustee will notify the Master Collateral Agent of the substance of the amendment or consent.
 
(f) Certificate of Amendment.  Promptly after the execution of any certificate of amendment to the Certificate of Trust, the Owner Trustee will cause the amendment to be filed with the Secretary of State of the State of Delaware.  The Owner Trustee will promptly deliver a file-stamped copy of the certificate of amendment to the Administrator.
 
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(g) Amendment by Owner Trustee.  The Owner Trustee may enter into any amendment or certificate of amendment to the Certificate of Trust that affects the Owner Trustee’s own rights, powers and obligations under this Agreement.
 
(h) Opinions of Counsel.
 
(i) Before executing any amendment to this Agreement or certificate of amendment to the Certificate of Trust, the Depositor or the Administrator will deliver to the Owner Trustee, an Opinion of Counsel stating that the execution of the amendment or certificate of amendment is authorized or permitted by this Agreement.
 
(ii) Before executing any amendment to this Agreement or any other Transaction Document or other Series Related Document to which the Trust is a party, the Depositor or the Administrator will deliver to the Owner Trustee, an Opinion of Counsel stating that the amendment is permitted by the Transaction Documents and the other applicable Series Related Documents and that all conditions precedent to the execution and delivery of the amendment by the Trust or the Owner Trustee have been satisfied.
 
(i) Creditor Consent.  For any amendment to this Agreement or any other Transaction Document or other Series Related Document requiring the consent of the Creditors or the Majority Creditor Representatives, the Owner Trustee will notify the Creditor Representatives to obtain the consent of the Creditors and follow its reasonable procedures to obtain consent.  The manner of obtaining any consents of Certificateholders provided for in this Agreement or in any other Transaction Document or other Series Related Document and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe.
 
(j) Deemed Consent for All Creditors.  In the event that the Trust Financing Agreement for a Series enables a portion of the Creditors of that Series, or any Class of that Series, to exercise consent rights for such Series, the consent (or lack thereof) of such portion of the Creditors shall be deemed to be the consent (or lack thereof) of all Creditors of such Series.
 
(k) Trust Financing Agreements.  The Trust Financing Agreement for any Series may have additional requirements or criteria to amend, modify or waive any provision of this Agreement and no amendment, modification or waiver of any provision of this Agreement shall occur unless each of the additional criteria, if any, has been satisfied.
 
Section 11.2 Benefit of Agreement.  This Agreement is for the benefit of and will be binding on the parties and their permitted successors and assigns.  No other Person will have any right or obligation under this Agreement.
 
Section 11.3 Notices.
 
(a) Notices to Parties.  All notices, requests, directions, consents, waivers or other communications to or from the parties must be in writing and will be considered received by the recipient:
 
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(i) for overnight mail, on delivery or, for registered first class mail, postage prepaid, three (3) days after deposit in the mail properly addressed to the recipient;
 
(ii) for a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;
 
(iii) for an email, when receipt is confirmed by telephone or reply email from the recipient; and
 
(iv) for an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without the requirement of confirmation of receipt) stating that the electronic posting has been made.
 
(b) Notice Addresses.  A notice, request, direction, consent, waiver or other communication must be addressed to the recipient at its address stated in Schedule A to the Transfer and Servicing Agreement, which address the party may change by notifying the other party.
 
Section 11.4 GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICT OF LAWS.
 
Section 11.5 Exclusive Jurisdiction.  Each party to this Agreement and each person beneficially owning a beneficial interest in the Trust, to the fullest extent permitted by Law, including Section 3804(e) of the Delaware Statutory Trust Act, (i) irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to the Trust or its business and affairs, the Delaware Statutory Trust Act or this Agreement, including, without limitation, any claims, suits, actions or proceedings to interpret, apply or enforce the provisions of this Agreement, will be exclusively brought in the courts of the State of Delaware or the State of New York and (ii) irrevocably submits to the exclusive jurisdiction of such courts in connection with any such claim, suit, action or proceeding.
 
Section 11.6 WAIVER OF JURY TRIAL.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY MATTER ARISING THEREUNDER WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
 
Section 11.7 Severability.  If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement and will not affect the validity, legality or enforceability of the remaining Agreement.
 
Section 11.8 Headings.  The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.
 
Section 11.9 Counterparts.  This Agreement may be executed in multiple counterparts.  Each counterpart will be an original and all counterparts will together be one document.
 
35
Section 11.10 No Recourse.  Each Certificateholder by accepting an interest in a Certificate acknowledges that such Certificates represent beneficial interests in the Trust only and do not represent interests in or obligations of the Depositor, Cellco (in any capacity), the Class A Certificateholder, the Administrator, the Parent Support Provider, the Owner Trustee, the Master Collateral Agent or any Affiliate thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in the Certificates, the Transaction Documents or the other Series Related Documents.
 
Section 11.11 Intent of the Parties; Reasonableness. The Depositor and the Owner Trustee acknowledge and agree that the purpose of Section 6.7 of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Owner Trustee shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection therewith, the Owner Trustee shall cooperate fully with the Depositor to deliver to the Depositor (including any of its assignees or designees), any and all statements, reports, certifications, records, attestations, and any other information in the Owner Trustee’s possession necessary in the good faith determination of the Depositor, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Owner Trustee or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance.
 
Section 11.12 Electronic Signatures. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
 

[Remainder of Page Left Blank]











36
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed by its duly authorized officer as of the date and year first above written.
 
 
VERIZON ABS II LLC,
 
as Depositor
     
     
 
By:
                                                                               
 
Name:  
  
 
Title:
  
     
     
     
 
WILMINGTON TRUST, NATIONAL ASSOCIATION,
 
as Owner Trustee
     
     
 
By:
                                                                               
 
Name:
  
 
Title:
  




Exhibit A
 
Form of Certificate of Trust of
Verizon Master Trust
 
This Certificate of Trust of Verizon Master Trust (the “Trust”) is being duly executed and filed on behalf of the Trust by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C., § 3801 et seq.) (the “Act”).
 
1. Name.  The name of the statutory trust formed by this Certificate of Trust is Verizon Master Trust.
 
2. Owner Trustee.  The name and business address of the sole trustee of the Trust with a principal place of business in the State of Delaware are Wilmington Trust, National Association, 1100 North Market Street, Wilmington, Delaware 19890, Attn: Corporate Trust Administration.
 
3. Effective Date.  This Certificate of Trust will be effective upon filing.
 
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.
 
Wilmington Trust, National Association, not in its
individual capacity but solely as Owner Trustee of
the Trust


By:                                                                           
       Name:
       Title:

 

 

 

 
A-1
Exhibit B-1
 
FORM OF CLASS A CERTIFICATE
 
THIS CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE DEPOSITOR, THE OWNER TRUSTEE, THE SERVICER, THE ADMINISTRATOR, THE PARENT SUPPORT PROVIDER, CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS (IN ANY CAPACITY), THE TRUE-UP TRUST OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.
 
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE TRUST AGREEMENT.
 
THIS CERTIFICATE OR INTEREST HEREIN MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT TO A PERSON THAT EITHER (i) IS NOT A NON-U.S. TAX PERSON AS DEFINED IN THE TRUST AGREEMENT OR (ii) WHO HOLDS ON BEHALF OF ONE OR MORE BENEFICIAL OWNERS (AS DETERMINED FOR U.S. FEDERAL INCOME TAX PURPOSES) NONE OF WHOM IS A NON-U.S. TAX PERSON AS DEFINED IN THE TRUST AGREEMENT. EACH HOLDER SHALL REPRESENT AND WARRANT THAT EACH BENEFICIAL OWNER OF THE CERTIFICATE ON WHOSE BEHALF IT HOLDS (INCLUDING SUCH HOLDER IF IT IS A BENEFICIAL HOLDER) IS NOT A NON-U.S. TAX PERSON AS DEFINED IN THE TRUST AGREEMENT. EACH TRANSFEREE WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE TRUST AGREEMENT. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE TRUST, THE OWNER TRUSTEE, OR ANY INTERMEDIARY.
 
EACH PURCHASER AND TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT IS NOT ACQUIRING THE CERTIFICATE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO ANY LAW THAT IS
 
B-1-1
SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE.
 

 
NUMBER R‑1
 
VERIZON MASTER TRUST
 
ASSET-BACKED CERTIFICATE
 
THIS CERTIFIES THAT VERIZON DPPA TRUE-UP TRUST is the registered owner of 100% of the nonassessable, fully-paid, fractional undivided beneficial interest in Verizon Master Trust (the “Trust”) formed by Verizon ABS II LLC.
 
The Trust was created pursuant to a Trust Agreement, dated as of February 3, 2021 (as amended and supplemented, including the Amended and Restated Trust Agreement dated as of May 25, 2021, the “Trust Agreement”), between Verizon ABS II LLC, as depositor (the “Depositor”), and Wilmington Trust, National Association, 1100 North Market Street, Wilmington, Delaware 19890, Attn: Corporate Trust Administration, a national banking association, as Owner Trustee (the “Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below.  Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in Appendix A to the Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021, among Verizon Master Trust, as Trust, Cellco Partnership d/b/a Verizon Wireless, as Servicer, U.S. Bank National Association, as Master Collateral Agent, and the Creditor Representatives from time to time party thereto.
 
This Certificate is the duly authorized Class A Certificate designated as an “Asset Backed Certificate” (the “Class A Certificate”) issued pursuant to the Trust Agreement.  Certain debt instruments evidencing obligations of the Trust may be entered into from time to time.  This Class A Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement.  The holder of this Class A Certificate, by virtue of its acceptance hereof, assents to and is bound by all of the provisions of the Trust Agreement.
 
The property of the Trust includes a revolving pool of device payment plan agreements (the “Receivables”), all monies due thereunder and received after the applicable Cutoff Date, certain bank accounts and the proceeds thereof and certain other rights under the Trust Agreement and the Transfer and Servicing Agreement and all proceeds of the foregoing.
 
It is the intent of the Depositor and the Certificateholders that, for U.S. federal, state and local income, franchise and other tax purposes (including any tax measured in whole or in part by reference to income) the Trust is to be characterized as a mere security device formed to hold the Trust Property, issue Notes and make borrowings under Loans.  Each Certificateholder, by acceptance of a Certificate or any beneficial interest on a Certificate, agrees to treat, and to take no action inconsistent with the treatment of, the Trust as a mere security device formed to hold the Trust Property securing the Credit Extensions for such tax purposes.
 
B-1-2
Under the Trust Agreement, there will be distributed to the holder hereof on each Payment Date the amounts to be distributed to the Certificateholders on such Payment Date pursuant to the Trust Financing Agreements and the Trust Agreement.
 
The holder of this Class A Certificate acknowledges and agrees that its rights to receive distributions in respect of this Class A Certificate are subordinated to the rights of the Creditors, as and to the extent described in the Transfer and Servicing Agreement and the Master Collateral Agreement.
 
Distributions on this Class A Certificate will be made as provided in the Trust Agreement by wire transfer or check mailed to the Class A Certificateholder without the presentation or surrender of this Class A Certificate or the making of any notation hereon.  Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Class A Certificate will be made after due notice by the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Class A Certificate at the office or agency of the Owner Trustee designated in such notice.
 
Each Certificateholder, by its acceptance of a Certificate or any beneficial interest in a Certificate, covenants and agrees that such Certificateholder will not at any time institute against the Depositor or the Trust, or join in any institution against the Depositor or the Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States, federal or state bankruptcy or similar Law in connection with any obligations relating to the Certificates, the Credit Extensions, the Trust Agreement or any of the Transaction Documents.
 
Reference is hereby made to the further provisions of this Class A Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
 
Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee or an authenticating agent, by manual or facsimile signature, this Class A Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement, the Trust Financing Agreements or the Transfer and Servicing Agreement or be valid for any purpose.
 
THIS CLASS A CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
B-1-3
IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual capacity, has caused this Class A Certificate to be duly executed.
 
 
VERIZON MASTER TRUST
     
     
 
By:   
Wilmington Trust, National Association, not
   
in its individual capacity but solely as
   
Owner Trustee
     
     
 
By:
_________________________________
     
 
Authorized Signatory

Dated: May 25, 2021
B-1-4
OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION
 
This is the Class A Certificate referred to in the within-mentioned Trust Agreement.
 
 
WILMINGTON TRUST, NATIONAL
 
ASSOCIATION, not in its individual capacity but
 
solely as Owner Trustee
     
 
By:   
_________________________________
     
 
Authorized Signatory

 

 

 
B-1-5
(REVERSE OF CERTIFICATE)
 
The holder of this Class A Certificate, by accepting an interest in this Class A Certificate, acknowledges that this Class A Certificate represents a beneficial interest in the Trust only and does not represent any interest in or obligation of the Depositor, Cellco (in any capacity), the Administrator, the Parent Support Provider, the Owner Trustee, the Master Collateral Agent or any Affiliate thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Class A Certificate or the Transaction Documents and the other Series Related Documents.  In addition, this Class A Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections with respect to the Receivables (and certain other amounts), all as more specifically set forth herein and in the Transaction Documents and other Series Related Documents.  A copy of each of the Transaction Documents and the other Series Related Documents, including the Trust Agreement, may be examined during normal business hours at the principal office of the Depositor, and at such other places, if any, designated by the Depositor, by a Certificateholder upon written request.
 
As provided in the Trust Agreement, and subject to certain limitations therein set forth, the transfer of this Class A Certificate is registerable in the Trust Register upon surrender of this Class A Certificate for registration of transfer at the offices or agencies of the Trust Registrar maintained by the Owner Trustee, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Trust Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon a new Class A Certificate of a Percentage Interest of 100% evidencing the same aggregate interest in the Trust will be issued to the designated transferee or transferees. The initial Trust Registrar appointed under the Trust Agreement is Wilmington Trust, National Association.
 
The Owner Trustee, the Trust Registrar and any agent of the Owner Trustee or the Trust Registrar may treat the person in whose name this Class A Certificate is registered as the owner hereof for all purposes and none of the Owner Trustee, the Trust Registrar or any such agent shall be affected by any notice to the contrary.
 
The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof by the Depositor and the Owner Trustee, (x) without the consent of any Creditor Representatives, Creditors or Certificateholders, for the purposes of (i) curing any ambiguity, correcting an error or correcting or supplementing any provision of the Trust Agreement or (ii) evidencing the acceptance of the appointment under the Trust Agreement by a successor owner trustee, and to add to or change the Trust Agreement as necessary to facilitate the administration of the trusts under the Trust Agreement by more than one owner trustee or, (y) with the consent of the Certificateholders, but without the consent of any Creditor Representatives or Creditors, for the purpose of adding any provisions to, or changing in any manner or eliminating any provisions of, the Trust Agreement or of modifying in any manner the rights of the Creditors under the Trust Agreement; provided, that either (i) an Officer’s Certificate has been delivered to the Owner Trustee and the Indenture Trustee stating that the Trust or the Administrator, as applicable, reasonably believes that such the amendment will not have a material adverse effect on the interest of any Creditor or (ii) the Rating Agency Condition has been satisfied for all Credit Extensions then rated by a Rating Agency with respect to such amendment.
 
B-1-6
No amendment under Section 11.1 of the Trust Agreement, without the consent of the Certificateholders and each Creditor Representative representing each Series in each Group adversely affected by the amendment, will modify the percentage of Creditor Representatives or Creditors, or the percentage interest of Certificates, required to consent to any action.
 
The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate upon the payment to the Certificateholders of all amounts required to be paid to them pursuant to the Trust Agreement and each Trust Financing Agreement and the disposition of all Trust Property.










B-1-7
ASSIGNMENT
 
Social Security or taxpayer I.D.  or other identifying number of assignee:__________________
 
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto:
 
 
(name and address of assignee)
 
the within Certificate, and all rights thereunder, hereby irrevocably constituting and appointing
______________________, attorney, to transfer said Certificate on the books of the Trust Registrar, with full power of substitution in the premises.
 
Dated: ____________*/
Signature Guaranteed:
__________________*/
 
*/NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company.
 

 

 

 
B-1-8
Exhibit B-2
 
FORM OF CLASS B CERTIFICATE
 
THIS CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE DEPOSITOR, THE OWNER TRUSTEE, THE SERVICER, THE ADMINISTRATOR, THE PARENT SUPPORT PROVIDER, CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS (IN ANY CAPACITY), THE TRUE-UP TRUST OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.
 
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE TRUST AGREEMENT.
 
THIS CERTIFICATE OR INTEREST HEREIN MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT TO A PERSON THAT EITHER (i) IS NOT A NON-U.S. TAX PERSON AS DEFINED IN THE TRUST AGREEMENT OR (ii) WHO HOLDS ON BEHALF OF ONE OR MORE BENEFICIAL OWNERS (AS DETERMINED FOR U.S. FEDERAL INCOME TAX PURPOSES) NONE OF WHOM IS A NON-U.S. TAX PERSON AS DEFINED IN THE TRUST AGREEMENT. EACH HOLDER SHALL REPRESENT AND WARRANT THAT EACH BENEFICIAL OWNER OF THE CERTIFICATE ON WHOSE BEHALF IT HOLDS (INCLUDING SUCH HOLDER IF IT IS A BENEFICIAL HOLDER) IS NOT A NON-U.S. TAX PERSON AS DEFINED IN THE TRUST AGREEMENT. EACH TRANSFEREE WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE TRUST AGREEMENT. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE TRUST, THE OWNER TRUSTEE, OR ANY INTERMEDIARY.
 
EACH PURCHASER AND TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT IS NOT ACQUIRING THE CERTIFICATE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE.
 
B-2-1
NUMBER R‑1
 
Initial Class B Certificate Principal Balance: $0
 
 
VERIZON MASTER TRUST
 
VARIABLE FUNDING CERTIFICATE
 
THIS CERTIFIES THAT VERIZON ABS II LLC is the registered owner of this Class B Certificate, representing a fractional, undivided beneficial interest in Verizon Master Trust (the “Trust”) formed by Verizon ABS II LLC.
 
The Trust was created pursuant to a Trust Agreement, dated as of February 3, 2021 (as amended and supplemented, including the Amended and Restated Trust Agreement dated as of May 25, 2021, the “Trust Agreement”), between Verizon ABS II LLC, as depositor (the “Depositor”), and Wilmington Trust, National Association, a national banking association, as Owner Trustee (the “Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below.  Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in Appendix A to the Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021, among Verizon Master Trust, as Trust, Cellco Partnership d/b/a Verizon Wireless, as Servicer, U.S. Bank National Association, as Master Collateral Agent, and the Creditor Representatives from time to time party thereto.
 
This Certificate is the duly authorized Class B Certificate designated as a “Variable Funding Certificate” (the “Class B Certificate”) issued pursuant to the Trust Agreement.  Certain debt instruments evidencing obligations of the Trust may be entered into from time to time.  This Class B Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement.  The holder of this Class B Certificate, by virtue of its acceptance hereof, assents to and is bound by all of the provisions of the Trust Agreement. The Class B Certificate Principal Balance may be increased on any Acquisition Date as set forth in Section 3.10 of the Trust Agreement and as recorded on Schedule I hereto.  Principal and any other amounts to be paid to the Class B Certificateholder on each Payment Date or each Acquisition Date, as applicable, shall be distributed to the holder hereof in accordance with the terms and provisions of the Trust Agreement, the Transfer and Servicing Agreement and the Master Collateral Agreement, as applicable.
 
The property of the Trust includes a revolving pool of device payment plan agreements (the “Receivables”), all monies due thereunder and received after the applicable Cutoff Date, certain bank accounts and the proceeds thereof and certain other rights under the Trust Agreement and the Transfer and Servicing Agreement and all proceeds of the foregoing.
 
It is the intent of the Depositor, Cellco and the Certificateholders that, for U.S. federal, state and local income, franchise and other tax purposes (including any tax measured in whole or in part by reference to income) the Trust is to be characterized as a mere security device formed to hold the Trust Property and issue Notes and make borrowings under Loans.  Each Certificateholder, by acceptance of a Certificate or any beneficial interest on a Certificate, agrees to treat, and to take no action inconsistent with the treatment of, the Trust as a mere security device formed to hold the Trust Property securing the Credit Extensions for such tax purposes.
 
B-2-2
The holder of this Class B Certificate acknowledges and agrees that its rights to receive distributions in respect of this Class B Certificate are subordinated to the rights of the Creditors, as and to the extent described in the Transfer and Servicing Agreement and the Master Collateral Agreement.
 
Distributions on this Class B Certificate will be made as provided in the Trust Agreement by wire transfer or check mailed to the Class B Certificateholder without the presentation or surrender of this Class B Certificate or the making of any notation hereon.  Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Class B Certificate will be made after due notice by the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Class B Certificate at the office or agency of the Owner Trustee designated in such notice.
 
Each Certificateholder, by its acceptance of a Certificate or any beneficial interest in a Certificate, covenants and agrees that such Certificateholder will not at any time institute against the Depositor or the Trust, or join in any institution against the Depositor or the Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States, federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates, the Credit Extensions, the Trust Agreement or any of the Transaction Documents.
 
Reference is hereby made to the further provisions of this Class B Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
 
Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee or an authenticating agent, by manual or facsimile signature, this Class B Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement, the Trust Financing Agreements or the Transfer and Servicing Agreement or be valid for any purpose.
 
THIS CLASS B CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
B-2-3
IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual capacity, has caused this Class B Certificate to be duly executed.
 
 
VERIZON MASTER TRUST
     
 
By:  
Wilmington Trust, National Association, not
   
in its individual capacity but solely as
   
Owner Trustee
     
     
 
By:
_________________________________
     
   
Authorized Signatory

Dated:  May 25, 2021
B-2-4
OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION
 
This is the Class B Certificate referred to in the within-mentioned Trust Agreement.
 
WILMINGTON TRUST, NATIONAL
ASSOCIATION, not in its individual capacity but
solely as Owner Trustee


By:    _________________________________


Authorized Signatory
 




B-2-5
(REVERSE OF CERTIFICATE)
 
The holder of this Class B Certificate, by accepting an interest in this Class B Certificate, acknowledges that this Class B Certificate represents a beneficial interest in the Trust only and does not represent any interest in or obligation of the Depositor, Cellco (in any capacity), the Administrator, the Parent Support Provider, the Owner Trustee, the Master Collateral Agent or any Affiliate thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Class B Certificate or the Transaction Documents.  In addition, this Class B Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections with respect to the Receivables (and certain other amounts), all as more specifically set forth herein and in the Transaction Documents.  A copy of each of the Transaction Documents and the other Series Related Documents, including the Trust Agreement, may be examined during normal business hours at the principal office of the Depositor, and at such other places, if any, designated by the Depositor, by a Certificateholder upon written request.
 
As provided in the Trust Agreement, and subject to certain limitations therein set forth, the transfer of this Class B Certificate is registerable in the Trust Register upon surrender of this Class B Certificate for registration of transfer at the offices or agencies of the Trust Registrar maintained by the Owner Trustee, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Trust Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Class B Certificates of authorized portions of the Class B Certificate Principal Balance evidencing the same aggregate interest in the Trust will be issued to the designated transferee or transferees, which may only be the Depositor or the holder of the Class A Certificate. The initial Trust Registrar appointed under the Trust Agreement is Wilmington Trust, National Association.
 
The Owner Trustee, the Trust Registrar and any agent of the Owner Trustee or the Trust Registrar may treat the person in whose name this Class B Certificate is registered as the owner hereof for all purposes and none of the Owner Trustee, the Trust Registrar or any such agent shall be affected by any notice to the contrary.
 
B-2-6
ASSIGNMENT
 
Social Security or taxpayer I.D.  or other identifying number of assignee:__________________
 
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto:
 
 
(name and address of assignee)

the within Certificate, and all rights thereunder, hereby irrevocably constituting and appointing
______________________, attorney, to transfer said Certificate on the books of the Trust Registrar, with full power of substitution in the premises.
 
Dated: ____________*/
Signature Guaranteed:
__________________*/
 
*/NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company.


B-2-7
Schedule I
 
TRANSACTIONS ON CLASS B CERTIFICATE
 
 
Acquisition Date
Amount of Class B Certificate Principal Balance Increase
Amount of Class B Certificate Principal Balance Decrease
Ending Class B Certificate Principal Balance
       
       




B-2-8
Exhibit C
 
FORM OF TRANSFEREE REPRESENTATION LETTER
 
Verizon Master Trust
c/o Wilmington Trust, National Association,
not in its individual capacity but solely as Owner Trustee
Rodney Square North, 1100 North Market Street
Wilmington, Delaware 19890-1600
Attn:  Corporate Trust Administration

Wilmington Trust, National Association,
as Trust Registrar
Rodney Square North, 1100 North Market Street
Wilmington, Delaware 19890-1600
Attn:  Corporate Trust Administration

Re:  Transfer of Verizon Master Trust Class [A][B] Certificates (the “Certificates”)
 
Ladies and Gentlemen:
 
This letter is delivered pursuant to Section 3.3(d) of the Amended and Restated Trust Agreement, dated as of May 25, 2021, as amended (the “Trust Agreement”), between Verizon ABS II LLC, as Depositor, and Wilmington Trust, National Association, as Owner Trustee (the “Owner Trustee”), in connection with the transfer by [________________] (the “Seller”) to the undersigned (the “Purchaser”) of the Certificates, a copy of which are attached hereto. Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Trust Agreement.
 
In connection with such transfer, the undersigned hereby represents and warrants to you and the addressees hereof as follows:
 
1. I am not acquiring and will not hold this Certificate on behalf of any beneficial owner (as determined for U.S. tax purposes), including myself, that is a Non-U.S. Person as defined in the Trust Agreement; and
 
2. I am not (i) an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is subject to the provisions of Title I of ERISA, (ii) a “plan” determined in and subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) an entity whose underlying assets include “plan assets” by reason of an employee benefit plan’s or plan’s investment in the entity, or (iv) any other employee benefit plan that is subject to any law that is substantially similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Section 4975 of the Code.
 
Signature appears on next page.
 
C-1
IN WITNESS WHEREOF, the Purchaser hereby executes this Transferee Representation Letter on the ___ day of  ___________.
 
Very truly yours,


(Transferee)


By:     _________________________________
           Name:
           Title:
 


 
C-2
Exhibit D
 
FORM OF TRANSFEROR REPRESENTATION LETTER
 
Verizon Master Trust
c/o Wilmington Trust, National Association,
not in its individual capacity but solely as Owner Trustee
Rodney Square North, 1100 North Market Street
Wilmington, Delaware 19890-1600
Attn:  Corporate Trust Administration

Wilmington Trust, National Association,
as Trust Registrar
Rodney Square North, 1100 North Market Street
Wilmington, Delaware 19890-1600
Attn:  Corporate Trust Administration
 
Re:  Transfer of Verizon Master Trust Class [A][B] Certificates (the “Certificates”)
 
Ladies and Gentlemen:
 
This letter is delivered pursuant to Section 3.3(d) of the Amended and Restated Trust Agreement, dated as of May 25, 2021, as amended (the “Trust Agreement”), between Verizon ABS II LLC, as Depositor, and Wilmington Trust, National Association, as Owner Trustee (the “Owner Trustee”), in connection with the transfer by [______________________] (the “Transferor”) to [___________] (the “Purchaser”) of the Certificates, a copy of which are attached hereto (the “Transferred Certificates”). Capitalized terms used and not otherwise defined herein have the meanings ascribed thereto in the Trust Agreement. The Transferor hereby certifies, represents and warrants to you, as Trust Registrar, that:
 
1. The Transferor is the lawful owner of the Transferred Certificates with the full right to transfer such Certificates free from any and all claims and encumbrances whatsoever.
 
2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any Transferred Certificate, any interest in any Transferred Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of any Transferred Certificate, any interest in any Transferred Certificate or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security with any person in any manner, (d) made any general solicitation by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (d) hereof) would constitute a distribution of any Transferred Certificate under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of any Transferred Certificate a violation of Section 5 of the Securities Act or any state securities laws,
 
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or would require registration or qualification of any Transferred Certificate pursuant to the Securities Act or any state securities laws.
 
Very truly yours,


(Transferor)


By:  _________________________________
          Name:
          Title:
 

 






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