8-K

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): March 5, 2026

VERIZON MASTER TRUST

(Exact name of Issuing Entity as specified in its charter)

Commission File Numbers: 333-253034-01; 333-278415-01

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; 333-278415	23-2259884
(State or other jurisdiction of incorporation of Registrant)	(Commission File Numbers 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 1.01Entry into a Material Definitive Agreement.

On March 5, 2026, Verizon Master Trust (the “Trust”), a Delaware statutory trust, and Cellco Partnership d/b/a Verizon Wireless (“Cellco”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with SMBC Nikko Securities America, Inc., Barclays Capital Inc., Citigroup Global Markets Inc. and Mizuho Securities USA LLC, acting on behalf of themselves and as representatives of the several underwriters named therein, for the sale of certain notes of Series 2026-1.  On or about March 13, 2026 (the “Closing Date”), the Trust will issue the following classes of notes in the following amounts: (i) Class A-1a Asset-Backed Notes with an initial note balance of $1,102,623,000; (ii) Class A-1b Asset-Backed Notes with an initial note balance of $367,541,000; (iii) Class B Asset-Backed Notes with an initial note balance of $112,398,000; and (iv) Class C Asset-Backed Notes with an initial note balance of $67,438,000 (collectively, the “Notes”).  Attached as Exhibit 1.1 is the Underwriting Agreement.

Item 8.01Other Events.

On the Closing Date, (a) the Trust, as issuer, and U.S. Bank Trust Company, National Association, as indenture trustee (in such capacity, the “Indenture Trustee”) and note paying agent, will enter into an Indenture, to be dated as of the Closing Date (the “Indenture”), pursuant to which the Trust will issue the Notes; and (b) the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, as financial institution, will enter into a Series 2026-1 Account Control Agreement, to be dated as of the Closing Date (the “Series 2026-1 Account Control Agreement”), related to the pledge and grant of “control” (as such term is defined in the Uniform Commercial Code as in effect on the Closing Date in New York) of certain accounts related to Series 2026-1 to the Indenture Trustee, on behalf of the holders of the Notes.

This Current Report on Form 8-K is being filed to satisfy an undertaking to file copies of certain agreements to be executed in connection with the issuance of the Notes, the forms of which were filed as exhibits to the related registration statement.  Attached as Exhibit 4.2 is the form of the Indenture, as Exhibit 10.7 is the form of the Series 2026-1 Account Control Agreement, and as Exhibit 10.9 is the Second Amended and Restated Asset Representations Review Agreement listed below.

In connection with the offering of the Notes, the chief executive officer of the registrant has made the certifications required by Paragraph I.B.1(a) of Form SF-3. The certifications are included in the Depositor Certification attached as Exhibit 36.1, which is being filed as an exhibit to this Current Report on Form 8-K in order to satisfy the requirements of Item 601(b)(36) of Regulation S-K.

Item 9.01.Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits:

Exhibit No. Description

 

1.1 Underwriting Agreement, dated as of March 5, 2026, among the Trust, Cellco and SMBC Nikko Securities America, Inc., Barclays Capital Inc., Citigroup Global Markets Inc. and Mizuho Securities USA LLC, acting on behalf of themselves and as representatives of the several underwriters named in the agreement.

4.1⁽¹⁾ Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021, among the Trust, U.S. Bank National Association, as master collateral agent (the “Master Collateral Agent”), Cellco, as servicer, and the creditor representatives from time to time party thereto.

4.2 Indenture, to be dated as of March 13, 2026, between the Trust and U.S. Bank Trust Company, National Association, as indenture trustee and note paying agent.

10.1⁽¹⁾ Amended and Restated Trust Agreement, dated as of May 25, 2021, between Verizon ABS II LLC, as depositor (the “Depositor”) and Wilmington Trust, National Association, as owner trustee.

10.2⁽¹⁾ Originator Receivables Transfer Agreement, dated as of May 25, 2021, between the originators party thereto from time to time and the Depositor.

10.3⁽¹⁾ Additional Transferor Receivables Transfer Agreement, dated as of May 25, 2021, among Verizon DPPA Master Trust, Cellco, as servicer, and the Depositor.

10.4⁽¹⁾ Transfer and Servicing Agreement, dated as of May 25, 2021, among the Trust, the Depositor and Cellco, as servicer, marketing agent and custodian.

10.5⁽¹⁾ Administration Agreement, dated as of May 25, 2021, between the Trust and Cellco, as administrator.

10.6⁽¹⁾ Account Control Agreement, dated as of May 25, 2021, among the Trust, as grantor, U.S. Bank National Association, as secured party, and U.S. Bank National Association, as financial institution.

10.7 Series 2026-1 Account Control Agreement, to be dated as of March 13, 2026, among the Trust, as grantor, U.S. Bank Trust Company, National Association, as secured party, and U.S. Bank National Association, as financial institution.

10.8⁽¹⁾ Parent Support Agreement, dated as of May 25, 2021, by Verizon Communications Inc. and accepted and acknowledged by the Depositor, the Trust and the Master Collateral Agent.

10.9 Second Amended and Restated Asset Representations Review Agreement, dated as of April 23, 2024, among the Trust, Cellco, as servicer, and Pentalpha Surveillance LLC, as asset representations reviewer.

36.1 Depositor Certification, dated March 5, 2026, for shelf offerings of asset-backed securities.

99.1⁽²⁾ Omnibus Amendment No. 1 to the Master Collateral Agency and Intercreditor Agreement, the Originator Receivables Transfer Agreement, the Additional Transferor Receivables Transfer Agreement and the Transfer and Servicing Agreement, dated as of November 4, 2021, among the Trust, the Master Collateral Agent, the originators then party to the Originator Receivables Transfer Agreement, the Depositor, Verizon DPPA Master Trust, and Cellco, as servicer, marketing agent, custodian and administrator.

99.2⁽³⁾ Omnibus Amendment No. 2 to the Master Collateral Agency and Intercreditor Agreement and the Amended and Restated Trust Agreement, dated as of August 11, 2022, among the Trust, U.S. Bank National Association, as master collateral agent, Wilmington Trust, National Association, as owner trustee, Verizon DPPA True-up Trust, Verizon ABS II LLC and Cellco Partnership d/b/a Verizon Wireless.

99.3⁽⁴⁾ Amendment No. 2 to the Additional Transferor Receivables Transfer Agreement, dated as of December 22, 2023, among Verizon DPPA Master Trust, Cellco, as servicer, and the Depositor.

99.4⁽⁵⁾ Amendment No. 3 to the Master Collateral Agency and Intercreditor Agreement, dated as of August 30, 2024, among the Trust, the Master Collateral Agent and Cellco, as administrator.

99.5⁽⁶⁾ Amendment No. 2 to the Amended and Restated Trust Agreement, dated as of June 20, 2025, among the Depositor, Wilmington Trust, National Association, as owner trustee, Verizon DPPA True-up Trust and Cellco, as administrator of the Trust and as custodian of Verizon DPPA True-up Trust, and consented to by Royal Bank of Canada.

99.6⁽⁷⁾ Amendment No. 3 to the Amended and Restated Trust Agreement, dated as of September 30, 2025, among the Depositor, Wilmington Trust, National Association, as owner trustee, Verizon DPPA True-up Trust and Cellco, as administrator of the Trust and as custodian of Verizon DPPA True-up Trust, and consented to by Royal Bank of Canada.

_________

⁽¹⁾ Previously filed on Form 8-K on May 25, 2021.

⁽²⁾ Previously filed on Form 8-K on November 4, 2021.

⁽³⁾ Previously filed on Form 8-K on August 11, 2022.

⁽⁴⁾ Previously filed on Form 8-K on December 22, 2023.
⁽⁵⁾ Previously filed on Form 8-K on September 3, 2024.

⁽⁶⁾ Previously filed on Form 8-K on June 24, 2025.

⁽⁷⁾ Previously filed on Form 8-K on October 3, 2025.

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/ Timothy Schlock                              

          Name:   Timothy Schlock

          Title:     Vice President and Assistant Treasurer

Date:  March 9, 2026

EX-1.1

Exhibit 1.1

EXECUTION VERSION

VERIZON MASTER TRUST

$1,537,602,000 SERIES 2026-1 ASSET BACKED NOTES

UNDERWRITING AGREEMENT

March 5, 2026

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

New York, New York 10172

Barclays Capital Inc.,

as an Underwriter and as a Representative

of the several Underwriters set forth

on Schedule I hereto

745 7th Avenue, 8th Floor

New York, New York 10019

Citigroup Global Markets Inc.,

as an Underwriter and as a Representative

of the several Underwriters set forth

on Schedule I hereto

388 Greenwich Street

New York, New York 10013

Mizuho Securities USA LLC,

as an Underwriter and as a Representative

of the several Underwriters set forth

on Schedule I hereto

1271 Avenue of the Americas, 3rd Floor

New York, New York 10020

Ladies and Gentlemen:

SECTION 1.     Introduction. Verizon Master Trust (the “Trust”) proposes to issue $1,102,623,000 principal amount of its 3.94% Series 2026-1 Class A-1a Notes (the “Class A-1a Notes”), $367,541,000 principal amount of its Compounded SOFR + 0.40% Series 2026-1 Class A-1b Notes (the “Class A-1b Notes” and together with the Class A-1a Notes, the “Class A Notes”), $112,398,000 principal amount of its 4.19% Series 2026-1 Class B Notes (the “Class B Notes”) and $67,438,000 principal amount of its 4.43% Series 2026-1 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 and the Class C Notes in the amounts as set forth on Schedule I to the several underwriters (each, an “Underwriter”), for whom SMBC Nikko Securities America, Inc., Barclays Capital Inc., Citigroup Global Markets Inc. and Mizuho Securities USA LLC are acting as representatives (collectively, the “Representatives”). The Depositor (as defined below) or an affiliate thereof intends to retain the Class B Notes on the Closing Date. The Class A Notes and the Class C 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, in the case of the Originator Receivables Transfer Agreement (as defined below), 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”).  The Additional Transferor was terminated on December 28, 2023.  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 a second amended and restated asset representations review agreement, dated as of April 23, 2024 (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, the Second Omnibus Amendment (as defined below) and that certain Amendment No. 3, dated as of August 30, 2024, 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”). 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.

2

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, 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, that certain Amendment No. 2, dated as of June 20, 2025, between the Depositor and Owner Trustee and that certain Amendment No. 3, dated as of September 30, 2025, between the Depositor and Owner Trustee. 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.

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 2026-1 Account Control Agreement, the Administration Agreement, the Asset Representations Review Agreement, and the Depository 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 4:33 p.m. (New York time) on March 5, 2026 (the “Time of Sale”), the Depositor had prepared (i) the preliminary prospectus, dated March 2, 2026 (subject to completion), filed with the Commission on March 2, 2026 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 March 2, 2026, and filed with the Commission on March 2, 2026 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.

3

The Underwritten Notes will be offered pursuant to the prospectus dated March 5, 2026 (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”) relating to the Underwritten 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. 333-278415), including a form of prospectus, relating to the Notes has been filed with the Securities and Exchange Commission (the “Commission”) on April 1, 2024, as amended by Pre-Effective Amendment No. 1 on May 9, 2024, Pre-Effective Amendment No. 2 on May 20, 2024, Post-Effective Amendment No. 1 on April 4, 2025 and Post-Effective Amendment No. 2 on May 7, 2025, 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.

4

(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 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 March 5, 2026 (the “Bloomberg Screen”), the Trust (including its agents and representatives other than the

5

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 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

6

best knowledge of Verizon Wireless, no such order has been issued and no proceedings for that purpose have been instituted.

(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

7

laws now or hereafter in effect relating to creditors’ rights in general and to general principles of equity.

(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.

8

(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 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 2026-1 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,

9

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.

(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 Underwritten 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 “U.S. 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 2026-1 on the Closing Date.

10

(xxxiii)     The Depositor has complied with Rule 193 of the Securities Act in connection with the offering of the Underwritten Notes.

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 March 13, 2026 (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 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.

11

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 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

12

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 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));

13

(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;

14

(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

15

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

16

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.

17

(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.

18

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 Underwritten 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

19

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)     [Reserved].

(m)     The Underwriters shall have received an opinion or opinions, addressed to the Underwriters, of Barnes & Thornburg LLP, 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 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

20

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 Underwritten Notes as described in the Prospectus or the Preliminary Prospectus under the heading “Certain 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 2026-1 Collateral.

(r)     The Class A-1a Notes shall have been rated at least Aaa (sf) by Moody’s Investors Service, Inc. (“Moody’s”) and at least AAAsf by Fitch Ratings, Inc. (“Fitch”). The Class A-1b Notes shall have been rated at least Aaa (sf) by Moody’s and at least AAAsf by Fitch. The Class B Notes shall have been rated at least Aa1 (sf) by Moody’s and at least AA+sf by Fitch. The Class C Notes shall have been rated at least Aa3 (sf) by Moody’s 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

21

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 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 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.

22

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 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

23

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 Underwritten 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 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

24

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 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.

25

(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 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.

26

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 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

27

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, as set forth in the Transfer and Servicing Agreement.

in the case of Verizon Wireless, as set forth in the Transfer and Servicing Agreement.

in the case of the Representatives:

SMBC Nikko Securities America, Inc.,

277 Park Avenue

New York, New York 10172

Attention: Securitized Products Group

Email: TermABS@smbcnikko-si.com

Barclays Capital Inc.,

745 7th Avenue, 8th Floor

New York, New York 10019

Attention: Eric Chang

Email: eric.chang@barclays.com

Citigroup Global Markets Inc.,

388 Greenwich Street

New York, New York 10013

Attention: Michael Tamburrino

Email: Michael.tamburrino@citi.com

Mizuho Securities USA LLC,

1271 Avenue of the Americas, 3rd Floor

New York, New York 10020

Attention: ABS Capital Markets Desk

Email: legalnotices@mizuhogroup.com

28

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 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

29

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 UNDERWRITTEN 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 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.

30

(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.

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.

31

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/ Drew Davis                                

Name:  Drew Davis

Title:    Vice President

CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS

By:  /s/ Timothy Schlock                                                      

Name:   Timothy Schlock

Title:     Vice President and Assistant Treasurer

The foregoing Agreement is hereby confirmed and accepted as of the date first above written.

SMBC NIKKO SECURITIES AMERICA, INC.,

on behalf of itself and as a Representative of theseveral Underwriters

By: /s/ Brandon Grant                                                                                       

Name:   Brandon Grant

Title:     Managing Director

BARCLAYS CAPITAL INC.,on behalf of itself and as a Representative of theseveral Underwriters

By:  /s/ David Hirschy                                             

Name:  David Hirschy

Title:     Director

CITIGROUP GLOBAL MARKETS INC.,on behalf of itself and as a Representative of theseveral Underwriters

By:  /s/ Michael Tamburrino                     

Name:   Michael Tamburrino

Title:     Managing Director

MIZUHO SECURITIES USA LLC,

on behalf of itself and as a Representative of theseveral Underwriters

By: /s/ Brett Bushinger                       

Name:   Brett Bushinger

Title:     Managing Director

SCHEDULE I

Underwriter	Class A-1a Notes	Class A-1b Notes	Class C Notes
SMBC Nikko Securities America, Inc.	$292,194,000	$97,397,000	$18,883,000
Barclays Capital Inc.	$237,064,000	$79,022,000	$16,185,000
Citigroup Global Markets Inc.	$237,064,000	$79,022,000	$16,185,000
Mizuho Securities USA LLC	$237,064,000	$79,022,000	$16,185,000
Cabrera Capital Markets LLC	$33,079,000	$11,026,000	$0
Deutsche Bank Securities Inc.	$33,079,000	$11,026,000	$0
U.S. Bancorp Investments, Inc.	$33,079,000	$11,026,000	$0
Total	$1,102,623,000	$367,541,000	$67,438,000

Sch. I-1

SCHEDULE II

Security	Original Principal Balance $	Price %	Price $
Class A-1a Notes	$1,102,623,000	99.76108%	$1,099,988,613.13
Class A-1b Notes	$367,541,000	99.77500%	$366,714,032.75
Class C Notes	$67,438,000	99.55860%	$67,140,328.67

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 any 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 any 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: (A) not a professional client, as defined in point (8) of Article 2(1) of UK MiFIR (a “UK Professional Client”); or (B) not a qualified investor as defined in Paragraph 15 of Schedule 1 to The Public Offers and Admissions to Trading Regulations 2024, as amended; 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 buy 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) of MiFID II; or (C) not a qualified investor as defined in Article 2 of the EU 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-1

EX-4.2

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 March 13, 2026

SERIES 2026-1

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1	Usage and Definitions	1
Section 1.2	Incorporation by Reference of Trust Indenture Act	16
ARTICLE II THE NOTES		16
Section 2.1	Form of Notes.	16
Section 2.2	Execution, Authentication and Delivery.	17
Section 2.3	Tax Treatment	17
Section 2.4	Note Register	18
Section 2.5	Registration of Transfer and Exchange.	18
Section 2.6	[Reserved].	19
Section 2.7	Mutilated, Destroyed, Lost or Stolen Notes.	19
Section 2.8	Persons Deemed Owners	20
Section 2.9	Payments on Notes.	20
Section 2.10	Cancellation of Notes	22
Section 2.11	Release of Series 2026-1 Collateral	22
Section 2.12	Book-Entry Notes.	22
Section 2.13	Definitive Notes	23
Section 2.14	Authenticating Agents.	23
Section 2.15	Note Paying Agents.	24
Section 2.16	Determination of Compounded SOFR: Effect of Benchmark Transition Event.	24
ARTICLE III COVENANTS, REPRESENTATIONS AND WARRANTIES		26
Section 3.1	Payment of Principal, Interest and Other Amounts	26
Section 3.2	Maintenance of Office or Agency	27
Section 3.3	Money for Payments To Be Held in Trust.	27
Section 3.4	Existence	28
Section 3.5	Protection of Collateral.	28
Section 3.6	Performance of Obligations.	29
Section 3.7	Negative Covenants	30
Section 3.8	Opinions on Collateral.	30
Section 3.9	Annual Certificate of Compliance	31
Section 3.10	Successor or Transferee	31
Section 3.11	Further Acts and Documents	31

i

Section 3.12	Review of Trust’s Records	31
Section 3.13	Trust’s Representations and Warranties	32
Section 3.14	Trust’s Representations and Warranties About Security Interest	33
ARTICLE IV SATISFACTION AND DISCHARGE		34
Section 4.1	Satisfaction and Discharge of Indenture.	34
ARTICLE V EVENTS OF DEFAULT; REMEDIES		35
Section 5.1	Events of Default.	35
Section 5.2	Acceleration of Maturity; Rescission.	35
Section 5.3	Collection of Indebtedness by Indenture Trustee.	36
Section 5.4	Trustee May File Proofs of Claim.	36
Section 5.5	Enforcement of Claims Without Possession of Notes.	37
Section 5.6	Remedies; Priorities.	37
Section 5.7	[Reserved].	38
Section 5.8	Limitation on Suits.	38
Section 5.9	Unconditional Rights to Receive Principal and Interest	39
Section 5.10	Restoration of Rights and Remedies	39
Section 5.11	Rights and Remedies Cumulative	39
Section 5.12	Delay or Omission Not a Waiver	39
Section 5.13	Control by Noteholders	39
Section 5.14	Waiver of Potential Defaults and Events of Default.	40
Section 5.15	Agreement to Pay Costs	40
Section 5.16	Waiver of Stay or Extension Laws	41
Section 5.17	Performance and Enforcement of Obligations.	41
ARTICLE VI INDENTURE TRUSTEE		41
Section 6.1	Indenture Trustee’s Obligations.	41
Section 6.2	Indenture Trustee’s Rights.	45
Section 6.3	Indenture Trustee’s Individual Rights	46
Section 6.4	Indenture Trustee’s Disclaimer	46
Section 6.5	Notice of Potential Defaults and Notice of Payment Defaults	46
Section 6.6	Reports by Indenture Trustee.	46
Section 6.7	Compensation and Indemnity.	47
Section 6.8	Resignation or Removal of Indenture Trustee.	48
Section 6.9	Merger or Consolidation; Transfer of Assets.	49

ii

Section 6.10	Appointment of Separate Trustee or Co-Trustee.	50
Section 6.11	Eligibility	51
Section 6.12	Inspections of Indenture Trustee	51
Section 6.13	Indenture Trustee’s Representations and Warranties	51
Section 6.14	Reporting of Receivables Reacquisition and Acquisition Demands	52
Section 6.15	Preferential Collection of Claims Against the Trust	52
ARTICLE VII NOTEHOLDER COMMUNICATIONS AND REPORTS		53
Section 7.1	Noteholder Communications.	53
Section 7.2	Reports by Trust.	54
Section 7.3	Reports by Indenture Trustee.	54
ARTICLE VIII ACCOUNTS, DISTRIBUTIONS AND RELEASES		54
Section 8.1	Collection of Funds	54
Section 8.2	Series 2026-1 Accounts; Distributions.	55
Section 8.3	Series 2026-1 Accounts.	61
Section 8.4	Release of Series 2026-1 Collateral.	62
ARTICLE IX AMENDMENTS		63
Section 9.1	Amendments Without Consent of Noteholders.	63
Section 9.2	Amendments with Consent of Controlling Class.	65
Section 9.3	Execution of Amendments.	66
Section 9.4	Effect of Amendment	66
Section 9.5	Reference in Notes to Supplemental Indentures	66
Section 9.6	[Reserved].	66
Section 9.7	Conformity with TIA	66
ARTICLE X REDEMPTION OF NOTES		66
Section 10.1	Redemption.	66
ARTICLE XI OTHER AGREEMENTS		68
Section 11.1	No Petition	68
Section 11.2	[Reserved].	68
Section 11.3	Trust Orders; Certificates and Opinions.	68
Section 11.4	Acts of Noteholders	69
Section 11.5	Trust Obligation	70
Section 11.6	Conflict with Trust Indenture Act	70
Section 11.7	Regulation RR Risk Retention	70

iii

ARTICLE XII MISCELLANEOUS		71
Section 12.1	Benefits of Indenture; Third-Party Beneficiaries	71
Section 12.2	Notices.	71
Section 12.3	Governing Law	72
Section 12.4	Submission to Jurisdiction	72
Section 12.5	Waiver of Jury Trial	72
Section 12.6	No Waiver; Remedies	72
Section 12.7	Severability	72
Section 12.8	Headings	72
Section 12.9	Counterparts	72
Section 12.10	Customer Identification Program	72
Section 12.11	[Reserved].	73
Section 12.12	Intent of the Parties; Reasonableness	73
Section 12.13	Electronic Signatures	73
Section 12.14	Class R Interest	74
Section 12.15	No Set-off	74
Exhibit A	Form of Notes	A-1
Exhibit B	Servicing Criteria to be Addressed in Assessment of Compliance	B-1

iv

INDENTURE, dated as of March 13, 2026 (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 2026-1 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 2026-1, 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 2026-1 Secured Parties, all of the Trust’s right, title and interest in, to and under, whether now owned or later acquired, the Series 2026-1 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 2026-1 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 2026-1 Secured Parties may be adequately and effectively protected.

ARTICLE I

USAGE AND DEFINITIONS

Section 1.1Usage 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, 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 2026-1 (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-1a Notes, 0.75%, (ii) the Class A-1b Notes, 0.75%, (iii) the Class B Notes, 0.75% and (iv) the Class C Notes, 0.75%.

“Additional Series Successor Servicer Fee” means, for any Payment Date, the product of (i) the Series 2026-1 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 2026-1 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 February 2028.

“Authenticating Agent” has the meaning stated in Section 2.14(a) of the Indenture.

“Benchmark” means, initially, Compounded SOFR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Administrator as of the Benchmark Replacement Date:

(1)the sum of (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment;

(2)the sum of (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or

(3)the sum of (a) the alternate rate of interest that has been selected by the Administrator as the replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate securities at such time and (b) the Benchmark Replacement Adjustment.

2

“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Administrator as of the Benchmark Replacement Date:

(1)the spread adjustment (which may be a positive or negative value or zero), or method for calculating or determining such spread adjustment, that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(2)if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; or

(3)the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrator giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate securities at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the Interest Period, the timing and frequency of determining rates and making payments of interest, the rounding of amounts or tenors and other administrative matters) that the Administrator decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Administrator decides that adoption of any portion of such market practice is not administratively feasible or if the Administrator determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Administrator determines is reasonably necessary).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):

(1)in the case of clause (1) or (2) of the definition of “Benchmark Transition Event”, the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark (or such component); or

(2)in the case of clause (3) of the definition of “Benchmark Transition Event”, the date of the public statement or publication of information referenced therein.

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):

(1)a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that such administrator has

3

ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided, that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component);

(2)a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or

(3)a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

“Class” means the Class A-1a Notes, the Class A-1b Notes, the Class B Notes and the Class C Notes, as applicable.

“Class A Notes” means, collectively, the Class A-1a Notes and the Class A-1b Notes.

“Class A-1a Notes” means the $1,102,623,000 Class A-1a 3.94% Asset Backed Notes issued by the Trust, substantially in the form of Exhibit A to this Indenture.

“Class A-1b Notes” means the $367,541,000 Class A-1b Compounded SOFR (or, upon the occurrence of a Benchmark Transition Event, the appropriate Benchmark Replacement) + 0.40% Asset Backed Notes issued by the Trust, substantially in the form of Exhibit A to this Indenture.

“Class B Notes” means the $112,398,000 Class B 4.19% Asset Backed Notes issued by the Trust, substantially in the form of Exhibit A to this Indenture.

“Class C Notes” means the $67,438,000 Class C 4.43% 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 2026-1 representing the right to receive all distributions to the “Class R Interest” pursuant to this Indenture.

“Class R Interest Holder” means any Person registered as the holder of any percentage interest of the Class R Interest on the Trust Register.

“Closing Date” means March 13, 2026.

4

“Compounded SOFR” with respect to any U.S. Government Securities Business Day, means:

(1) the applicable compounded average of SOFR for a tenor of 30 days as published on such U.S. Government Securities Business Day at the SOFR Determination Time; or

(2) if the rate specified in (1) above does not so appear, the applicable compounded average of SOFR for a tenor of 30 days as published in respect of the first preceding U.S. Government Securities Business Day for which such rate appeared on the FRBNY’s Website.

“Collection Period” means, with respect to any Payment Date, the immediately preceding calendar month.

“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 2026-1

and (2) for all other purposes:

MK-IL-SL7C

190 South LaSalle Street

Chicago, Illinois 60603

Attention: Global Structured Finance/ Verizon Master Trust Series 2026-1

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 2026-1, the Indenture Trustee.

5

“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 March 13, 2026, by the Trust in favor of The Depository Trust Company.

“Discount Rate” means, with respect to Series 2026-1, the Series 2026-1 Discount Rate.

“Distribution Account” means the account established in the name of the Note Paying Agent for the purpose of holding and making distributions of Series 2026-1 Available Funds.

“Earliest Redemption Date” means the Payment Date occurring in April 2027.

“Eligible Receivable” means, with respect to Series 2026-1, a Group 1 Receivable that is a Series 2026-1 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-1a Notes, the Payment Date in February 2031, (ii) the Class A-1b Notes, the Payment Date in February 2031, (iii) the Class B Notes, the Payment Date in February 2031 and (iv) the Class C Notes, the Payment Date in February 2031.

“First Par Redemption Date” means the Payment Date occurring in December 2027.

“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 2026-1 Allocated Pool Balance.

“FRBNY” means the Federal Reserve Bank of New York.

“FRBNY’s Website” means the website of the FRBNY, currently at https://www.newyorkfed.org/markets/reference-rates/sofr-averages-and-index or at such other page as may replace such page on the FRBNY’s website.

“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.

6

“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 (a) the Class A-1a Notes, the Class B Notes and the Class C 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 April 20, 2026 for the first Payment Date) or (b) the Class A-1b Notes, the period from and including the Payment Date immediately preceding the current Payment Date to but excluding the current Payment Date (or from and including the Closing Date to but excluding April 20, 2026 for the first Payment Date).

“ISDA” means International Swaps and Derivatives Association, Inc. or any successor thereto.

“ISDA Definitions” means the 2006 ISDA Definitions published by ISDA or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark.

“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

“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.

“Make-Whole Payment” means, with respect to any principal payment on a Payment Date, an amount equal to,

7

(i) for each Class of Notes other than the Class A-1b Notes, the excess of (a) the sum of the present value of (x) 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 and (y) the principal payment, with each payment under this clause (a) discounted from the First Par Redemption Date to the Redemption Date, monthly on a 30/360 day basis at the Make-Whole Discount Rate over (b) the principal payment; and

(ii) for the Class A-1b Notes, the excess of (a) the sum of the present value of (x) the amount of all future interest payments that would otherwise accrue on the Note Balance of the Class A-1b Notes at an interest rate of Compounded SOFR applicable to that Payment Date plus the spread applicable to the Class A-1b Notes from the Redemption Date until the First Par Redemption Date and (y) the principal payment, with each payment under this clause (a) discounted from the First Par Redemption Date to the Redemption Date, monthly on an actual/360 day basis at Compounded SOFR applicable to that Payment Date over (b) the principal payment;

provided, that, upon the occurrence of a Benchmark Transition Event, Compounded SOFR used in the calculation of Make-Whole Payments will be replaced by the appropriate Benchmark Replacement, as set forth in this Indenture.

“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-1a  Notes, 3.94% (computed on the basis of a 360 day year consisting of twelve 30 day months), (ii) the Class A-1b Notes, Compounded SOFR (or, upon the occurrence of a Benchmark Transition Event, the appropriate Benchmark Replacement) + 0.40% (computed on the basis of the actual number of days elapsed during the relevant Interest Period and a 360 day year), (iii) the Class B Notes, 4.19% (computed on the basis of a 360 day year consisting of twelve 30 day months) and (iv) the Class C Notes, 4.43% (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.

8

“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-1a Notes, the Class A-1b 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 in the name of the Note Paying Agent for the benefit of the Noteholders under Section 8.2(a).

“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 March 5, 2026, relating to the offering of the Notes.

“Rating Agency” means each of Fitch Ratings, Inc. and Moody’s Investors Service, Inc.

“Redemption Date” has the meaning stated in Section 10.1.

“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR, 3:00 p.m. (New York time) on such U.S. Government Securities Business Day, at which time Compounded SOFR is published on the FRBNY’s Website, and (2) if the Benchmark is not Compounded SOFR, the time determined by the Administrator in accordance with the Benchmark Replacement Conforming Changes.

“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 2026-1 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.

9

“Relevant Governmental Body” means the Federal Reserve Board and/or the FRBNY, or a committee officially endorsed or convened by the Federal Reserve Board and/or FRBNY or any successor thereto.

“Required Reserve Amount” means, with respect to any Payment Date (i) during the Revolving Period, an amount equal to $17,983,651.23 (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 in the name of 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 2026-1 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 2026-1 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 2026-1 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.

“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, 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 2026-1 Allocated Pool Balance and any First Priority Principal Payment for such Payment Date.

“Securities Intermediary” means, with respect to the Series 2026-1 Accounts, U.S. Bank National Association.

10

“Series 2026-1” means the Group 1 Series of Group 1 Credit Extensions designated as “Series 2026-1”.

“Series 2026-1 Account” means each of the Distribution Account, the Principal Funding Account and the Reserve Account.

“Series 2026-1 Account Control Agreement” means the Series 2026-1 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 2026-1 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 2026-1 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 2026-1 Allocation Percentage and (ii) the present value (discounted using the Series 2026-1 Discount Rate) of the remaining unpaid payments for all Group 1 Receivables included in the Group 1 Pool Balance.

“Series 2026-1 Allocation Percentage” means the Series Allocation Percentage for Series 2026-1.

“Series 2026-1 Amortization Event” means, with respect to Series 2026-1, the occurrence of any of the following:

(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%,

11

(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 2026-1 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 2026-1 is greater than the excess of (i) the Group 1 Pool Balance over (ii) the sum of (x) the Ineligible Amount for Series 2026-1 and (y) the Series 2026-1 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 2026-1 ARR Series Allocation Percentage” means the ARR Series Allocation Percentage for Series 2026-1.

“Series 2026-1 Available Funds” means, with respect to any Payment Date, an amount equal to the sum of (i) the product of the Series 2026-1 Allocation Percentage and the Group Available Funds for Group 1 for the related Collection Period and (ii) any amounts released from the Principal Funding Account with respect to such Payment Date.

“Series 2026-1 Collateral” means (a) all security entitlements relating to the Series 2026-1 Accounts and the property deposited in or credited to any of the Series 2026-1 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 2026-1 Discount Rate” means 9.75%.

“Series 2026-1 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;

12

• as of the related Cutoff Date, the Receivable is not associated with the account of a government customer;

• as of the related Cutoff Date, the Obligor on the account for the Receivable is not indicated to be subject to a current bankruptcy proceeding on the records of the related Originator (or, with respect to Receivables transferred from the Additional Transferor or designated to Group 1 on a Re-Designation Date, the Servicer) or one of its affiliates, acting as its agent;

• as of the related Cutoff Date, it is not a Receivable that is part of an account (i) on which any amount is thirty-one (31) days or more delinquent by the Obligor, or (ii) that is in “suspend” or “disconnect” status (including as a result of the application of the Servicemembers Civil Relief Act) in accordance with the Servicing Procedures;

• the Receivable is denominated and payable only in U.S. dollars;

• the Receivable is a legal and binding obligation of the related Obligor enforceable against the Obligor in accordance with its terms;

• as of the related Cutoff Date, the Obligor on the account for the Receivable had a billing address in the United States or in a territory of the United States;

• installment payments with respect to the Receivable are scheduled no less frequently than monthly under the related device payment plan agreement;

• as of the related Cutoff Date, the outstanding Principal Balance of the Receivable does not exceed $3,000; and

• as of the related Cutoff Date, either (i) at least two (2) payments made by the Obligor under the related device payment plan agreement have 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 2026-1 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:

13

• 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 20.00% 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

• 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 2026-1 Group Allocated Percentage” means the Group Allocated Percentage for Series 2026-1.

“Series 2026-1 Required Overcollateralization Amount” means, with respect to any date of determination, an amount equal to (a) the product of (i) the Series 2026-1 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 2026-1 Required Overcollateralization Percentage.

“Series 2026-1 Required Overcollateralization Percentage” means 8.25%.

14

“Series 2026-1 Secured Parties” means, with respect to Series 2026-1, the Indenture Trustee, for the benefit of the Noteholders.

“Series 2026-1 Securities Account” means each Series 2026-1 Account subject to the terms of the Series 2026-1 Account Control Agreement.

“Series 2026-1 Series Certificate Distribution Account” means the account established and maintained as such pursuant to Section 4.1(a) of the Trust Agreement.

“Series 2026-1 Series Related Documents” means, collectively, means this Indenture, the Depository Agreement, the Series 2026-1 Account Control Agreement, any Letter of Credit and any other Series Related Documents with respect to Series 2026-1.

“Series 2026-1 Supplemental ARR Series Allocation Percentage” means the Supplemental ARR Series Allocation Percentage for Series 2026-1.

“SOFR” means the secured overnight financing rate published for any day by the FRBNY (or a successor administrator), as the administrator of the Benchmark on the FRBNY’s Website (or such successor administrator’s website).

“SOFR Adjustment Conforming Changes” means any technical, administrative or operational changes (including changes to the Interest Period, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Administrator decides, from time to time, may be appropriate to adjust such Compounded SOFR in a manner substantially consistent with or conforming to market practice (or, if the Administrator decides that adoption of any portion of such market practice is not administratively feasible or if the Administrator determines that no market practice exists, in such other manner as the Administrator determines is reasonably necessary).

“SOFR Adjustment Date” means, for any Interest Period, the fifth U.S. Government Securities Business Day before the related Payment Date.

“SOFR Determination Time” means 3:00 p.m. (New York time) on the applicable U.S. Government Securities Business Day, at which time Compounded SOFR is published on the FRBNY’s Website.

“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 2026-1 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.

15

“Trust Order” has the meaning stated in Section 11.3(a).

“Trust Request” has the meaning stated in Section 11.3(a).

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“Underwriting Agreement” means the Underwriting Agreement, dated as of March 5, 2026, by and among the Trust, Cellco and each of SMBC Nikko Securities America, Inc., Barclays Capital Inc., Citigroup Global Markets Inc. and Mizuho Securities USA LLC, each on its own behalf and as a representative of the several underwriters identified therein.

“U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

Section 1.2Incorporation 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.

16

(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.

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-1a Notes	3.94%	$1,102,623,000
Class A-1b Notes	Compounded SOFR* + 0.40%	$367,541,000
Class B Notes	4.19%	$112,398,000
Class C Notes	4.43%	$67,438,000

__________________

* Upon the occurrence of a Benchmark Transition Event, Compounded SOFR will be replaced by the appropriate Benchmark Replacement as set forth in Section 2.16 of this Indenture.

(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.

17

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 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.

18

(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 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 Laws 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 acquisition, 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 (or, if the Note Owner is subject to Similar Laws, the acquisition, holding and disposition does not and will not result in a violation of such Similar Laws).

(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 treated as 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 Trust, the Owner Trustee and the Indenture Trustee receive a Debt Opinion with respect to 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

19

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 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  (i) in the case of the Class A-1a Notes, the Class B Notes and the Class C Notes, a 360-day year consisting of twelve 30-day months and (ii) in the case of the Class A-1b Notes, a 360-day year and the actual number of days elapsed in the related Interest Period.  Interest on each Note for each Interest Period will be due and payable on the related Payment Date.

20

(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 2026-1 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 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 2026-1 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

21

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 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 2026-1 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

22

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 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.

23

(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 2026-1 Accounts.

(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.

Section 2.16     Determination of Compounded SOFR: Effect of Benchmark Transition Event.

(a)     Determination of Compounded SOFR.  Compounded SOFR with respect to each Payment Date will be determined as set forth under Section 6.1(p)  All percentages resulting from any calculation on the Class A-1b Notes shall be rounded to the nearest one hundred-thousandth of a percentage point, with five-millionths of a percentage point rounded upwards (e.g., 9.8765445% (or 0.098765445) would be rounded to 9.87655% (or 0.0987655)), and all dollar amounts used in or resulting from that calculation on the Class A-1b Notes will be rounded to the nearest cent (with one-half cent being rounded upwards).

(b)     Benchmark Replacement.  If the Administrator determines prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the determination of the then-current Benchmark, the Benchmark Replacement determined by the Administrator shall replace the then-current Benchmark for all purposes under the Transaction Documents, the Series 2026-1 Series Related Documents and the Class A-1b Notes in respect of such determination on such date and all such determinations on all subsequent dates.  The Administrator shall deliver written notice to the Rating Agencies, the Indenture Trustee and the Note Paying Agent on any SOFR Adjustment Date if, as of the applicable Reference Time, the Administrator has determined with respect to the related Accrual Period that there will be a change in the Benchmark or the terms related thereto since the immediately preceding SOFR Adjustment Date due to a determination by the Administrator that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred. 

(c)     Benchmark Replacement Conforming Changes.  In connection with the implementation of a Benchmark Replacement, the Administrator shall have the right to make Benchmark Replacement Conforming Changes from time to time.  Pursuant to Section 3.5(a)(iii) of the Transfer and Servicing Agreement, the Servicer shall include in the Monthly Investor Report notice of the occurrence of (i) any Benchmark Transition Event and its related

24

Benchmark Replacement Date, (ii) the determination of any Benchmark Replacement, and (iii) the making of any Benchmark Replacement Conforming Changes.  Notwithstanding anything in the Transaction Documents or the Series 2026-1 Series Related Documents to the contrary, upon the delivery of notice to a Responsible Person of the Indenture Trustee and the inclusion of such information in the Monthly Investor Report, the relevant Transaction Documents (with respect to Series 2026-1), the Series 2026-1 Series Related Documents and the Class A-1b Notes will be deemed to have been amended to reflect the new Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the amendment provisions of the relevant Transaction Documents or the Series 2026-1 Series Related Documents.

(d)     Decisions and Determinations.

(i)     Any determination, decision or election that may be made by the Administrator pursuant to this Section 2.16in connection with a Benchmark Transition Event, a Benchmark Replacement Conforming Change or a Benchmark Replacement as described above, including any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues), a tenor, rate, an adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretion as set forth in Section 9.1(a), and, notwithstanding anything to the contrary in the Transaction Documents or the Series 2026-1 Series Related Documents, shall become effective without consent from any other party or Noteholder, as set forth in Section 9.1. The Noteholders of the Class A-1b Notes will not have any right to approve or disapprove of these changes and will be deemed to have agreed to waive and release any and all claims relating to any such determinations. None of the Trust, the Owner Trustee, the Master Collateral Agent, the Indenture Trustee, the Note Paying Agent, the Note Registrar, the Asset Representations Reviewer, the Administrator, the Sponsor, the Depositor, the Originators, the Parent Support Provider or the Servicer shall have any liability for any action or inaction taken or refrained from being taken by it with respect to any Benchmark, Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or any other matters related to or arising in connection with the foregoing, and each Noteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, shall be deemed to waive and release any and all claims against the Trust, the Owner Trustee, the Master Collateral Agent, the Indenture Trustee, the Note Paying Agent, the Note Registrar, the Asset Representations Reviewer, the Administrator, the Sponsor, the Depositor, the Originators, the Parent Support Provider or the Servicer relating to any such determinations.

(ii)     In no event shall (x) the Note Paying Agent be responsible for obtaining Compounded SOFR or any substitute for SOFR if such rate does not appear on the FRBNY’s Website or on a comparable system as is customarily used to quote SOFR or such substitute for SOFR, other than as set forth in the definition of “Compounded SOFR,” (y) the Indenture Trustee, the Master Collateral Agent or the Owner Trustee be

25

responsible for obtaining Compounded SOFR or any substitute for SOFR, or (z) the Indenture Trustee, the Note Paying Agent, the Master Collateral Agent or the Owner Trustee be responsible for making any decision or election in connection with a Benchmark Transition Event or a Benchmark Replacement as described above, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event.  In connection with any of the matters referenced in the preceding sentence, the Indenture Trustee, the Note Paying Agent, the Master Collateral Agent and the Owner Trustee shall be entitled to conclusively rely on any determinations made by the Administrator (on behalf of the Trust), as applicable, in regards to such matters and will have no liability for such actions taken at the direction of the Administrator (on behalf of the Trust).

(e)     Unavailability of Benchmark.

(i)     None of the Owner Trustee, the Master Collateral Agent, the Indenture Trustee, the Note Paying Agent or the Asset Representations Reviewer shall be under any obligation (w) to monitor, determine or verify the unavailability or cessation of SOFR or Compounded SOFR, or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or related Benchmark Replacement Date, (x) to select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate or index have been satisfied, or (y) to select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (z) to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing.

(ii)     None of the Owner Trustee, the Master Collateral Agent, the Indenture Trustee, the Note Paying Agent or Asset Representations Reviewer shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in the Transaction Documents and each other Series 2026-1 Series Related Document as a result of the unavailability of SOFR, Compounded SOFR or other applicable Benchmark Replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other transaction party in providing any direction, instruction, notice or information required or contemplated by the terms of the Transaction Documents or other Series 2026-1 Series Related Document and reasonably required for the performance of such duties.

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.

26

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 2026-1 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;

(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

27

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 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 2026-1 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:

28

(A)     Grant more effectively any portion of the Series 2026-1 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 2026-1 Collateral; or

(E)     maintain and defend title to the Series 2026-1 Collateral and the rights of the Indenture Trustee and the Series 2026-1 Secured Parties in the Series 2026-1 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 2026-1 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.

(d)     Description of Series 2026-1 Collateral in Financing Statement.  Financing statements filed pursuant to this Indenture may describe the Series 2026-1 Collateral in the same manner as described herein or may describe the Series 2026-1 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 2026-1, 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 2026-1 Series Related Documents and documents included in the Series 2026-1 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 2026-1 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

29

under this Indenture, the other Series 2026-1 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 2026-1 Collateral.  Sell, transfer, exchange or dispose of the Series 2026-1 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 2026-1 Collateral or that would impair the validity or enforceability of the Series 2026-1 Collateral or a document included in the Series 2026-1 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 2026-1 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 2026-1 Collateral or (iii) the Lien of this Indenture not to be a valid first priority security interest in the Series 2026-1 Collateral, other than with respect to Permitted Liens;

(e)     Modification of Collateral.  Subject to Article IX and the terms and conditions of the Series 2026-1 Collateral or any Transaction Documents, amend, modify, waive, terminate or surrender any Series 2026-1 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 2026-1 Secured Parties or for the enforcement of a right or remedy Granted to the Indenture Trustee under this Indenture.

30

(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 2026-1 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 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

31

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 2026-1 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 2026-1 Series Related Documents to which it is a party.  The Transaction Documents and the Series 2026-1 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 2026-1 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 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 2026-1 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 2026-1 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

32

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 2026-1 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 2026-1 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 2026-1 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 2026-1 Collateral to Grant to the Indenture Trustee all of its right, title and interest in the Series 2026-1 Collateral, except if a requirement for consent or approval is extinguished under the applicable UCC.

(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 2026-1 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 2026-1 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 2026-1 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 2026-1 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 2026-1 Collateral, other than financing statements relating

33

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 2026-1 Securities Account.  All Permitted Investments have been and will be credited to a Series 2026-1 Securities Account.  The Securities Intermediary for each Series 2026-1 Securities Account has agreed to treat all assets credited to the Series 2026-1 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 2026-1 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 2026-1 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 2026-1 Securities Accounts.  The Series 2026-1 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 2026-1 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:

(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

34

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 2026-1 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 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 2026-1 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:

35

(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 2026-1; 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 2026-1 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.

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 2026-1 Secured Parties allowed in the Proceedings or in other judicial proceedings involving the Trust, its creditors and its property;

36

(ii)     unless prohibited by applicable Law, vote on behalf of the Series 2026-1 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 2026-1 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 2026-1 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 2026-1 Secured Parties, and it will not be necessary to make any Series 2026-1 Secured Party, including a Noteholder, a party to the Proceeding.

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

37

(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 2026-1 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 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.

38

(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.

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:

39

(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 2026-1 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.

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

40

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.

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

41

(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.

(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

42

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 2026-1 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 2026-1 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 2026-1 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 2026-1 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 2026-1 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 2026-1 Series Related Documents, including after an Event of Default with respect to Group 1, if it has reasonable grounds to believe that 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 2026-1 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

43

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 2026-1 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 2026-1 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 2026-1 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)     Determination of Compounded SOFR. So long as the Class A-1b Notes are Outstanding, the Note Paying Agent shall obtain Compounded SOFR in accordance with the definition of “Compounded SOFR” on each SOFR Adjustment Date and shall promptly provide such rate to the Administrator or such person as directed by the Administrator. Any Compounded SOFR obtained by the Note Paying Agent, in the absence of manifest error, will be conclusive and binding on the Noteholders.

(q)     Liability for Dissemination of Information.  Except as required by the Series 2026-1 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 filing, or any other dissemination of information required or made in accordance with the Series 2026-1 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.

(r)     Corporate Transparency Act.  It is not the duty of the Indenture Trustee, the Master Collateral Agent, the Securities Intermediary, the Authenticating Agent, the Note Registrar or the Note Paying Agent to cause the Trust to make such filings, as applicable, or to cause the Trust to comply with its obligations under the Corporate Transparency Act (31 U.S.C. § 5336) and its implementing regulations (31 C.F.R. § 1010.380), if any, and none of the Indenture Trustee, the Master Collateral Agent, the Securities Intermediary, the Authenticating Agent, the Note Registrar or the Note Paying Agent shall have any duty to monitor the Trust’s (or any agent on behalf of the Trust) compliance therewith.

44

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 2026-1 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 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.

45

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 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

46

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 2026-1 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 2026-1 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 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 2026-1

47

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 andin 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 2026-1 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 2026-1 Available Funds used to make payments under this Indenture.

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.

48

(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 2026-1 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.

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.

49

(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 2026-1 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 2026-1 Collateral, and to vest in those Persons, in this capacity and for the benefit of the Series 2026-1 Secured Parties, title to all or part of the Series 2026-1 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 2026-1 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.

(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

50

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.

(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

51

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 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.

52

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 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.

53

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 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

54

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 2026-1 Accounts, under this Indenture, the Master Collateral Agreement and the Transfer and Servicing Agreement.

Section 8.2     Series 2026-1 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 2026-1 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 2026-1,” designated as follows:

(i)     “Distribution Account” with account number 299230000;

(ii)     “Reserve Account” with account number 299230001; and

(iii)     “Principal Funding Account” with account number 299230002.

The Distribution Account set forth in clause (i) above shall constitute the Distribution Account for Series 2026-1.  The Reserve Account set forth in clause (ii) above shall constitute the Reserve Account for Series 2026-1.  The Principal Funding Account set forth in clause (iii) above shall constitute the Principal Funding Account for Series 2026-1.  Each of the Series 2026-1 Accounts (x) shall constitute a Trust Financing Account for Series 2026-1 and (y) has been (or will be) pledged by the Trust to the Indenture Trustee for the sole benefit of the Series 2026-1 Secured Parties of Series 2026-1.  No Credit Extensions of any Trust Financing (other than Series 2026-1) shall be secured by any interest in any Series 2026-1 Account.

On and after the Closing Date, the Note Paying Agent will maintain the Series 2026-1 Accounts established by the Servicer under this Section 8.2.  If an institution maintaining the Series 2026-1 Accounts ceases to be a Qualified Institution, the Indenture Trustee will, with the Servicer’s assistance as necessary, move the Series 2026-1 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 Indenture and, to the extent not inconsistent with this Indenture, in the other Series 2026-1 Series Related Documents.

(b)     Series 2026-1 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 2026-1 Available Funds in the Distribution Account for that Payment Date,

55

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 2026-1 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 2026-1 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 2026-1 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 2026-1 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, to the extent the aggregate annual expenses or indemnities payable to any of the parties set forth in this clause (i) is less than the applicable aggregate annual cap set forth for such party in this clause (i), the portion of such cap that remains unused may be paid to each other party set forth in this clause (i) to the extent that any aggregate annual expenses or indemnities payable to each such other party exceeded the aggregate annual cap set forth for such party in this clause (i) and will be allocated to such parties, pro rata, based on the amount remaining due and payable to each such other party, in an amount not to exceed the remaining unused portion of the applicable cap;

(ii)     second, (A) to the Servicer, the Series 2026-1 Allocation Percentage of the Servicing Fee and (B) to any Successor Servicer, the Series 2026-1 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-1a Notes and Class A-1b Notes, the aggregate Accrued Note Interest for the Class A-1a Notes and the Class A-1b Notes, pro rata, based on the Accrued Note Interest due on each such Class of Notes;

(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;

56

(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, pro rata, based on the amount of interest due to the Class A-1a Notes and Class A-1b 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, payable in the order set forth under Section 8.2(d)(ii);

(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 2026-1 Group Allocated Percentage of all remaining amounts due to the extent not paid under priority (i) above, (C) to the Asset Representations Reviewer, (i) the Series 2026-1 ARR Series Allocation Percentage of all remaining amounts due to the extent not paid under priority (i) above and (ii) the Series 2026-1 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

57

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 2026-1 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 2026-1 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 2026-1 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 2026-1 Allocated Pool Balance exceeds the Adjusted Series Invested Amount for Series 2026-1, 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 2026-1 Available Funds on such immediately succeeding Payment Date;

(B) in connection with any Optional Redemption, amounts on deposit in the Principal Funding Account may be withdrawn and applied to pay any amounts due in connection therewith; or

(C) in the event that the Amortization Period is in effect immediately following distributions made on any Payment Date, amounts on deposit in the Principal Funding Account will be paid to the

58

Noteholders on such Payment Date in the order set forth under Section 8.2(d)(ii), until the aggregate Note Balance of the Class A-1a Notes, Class A-1b Notes, Class B Notes and Class C Notes is reduced to zero.

(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-1a Notes and Class A-1b Notes, pro rata, based on the Note Balance of each such Class of Notes,in payment of principal until the aggregate Note Balance of the Class A Notes has been reduced to zero;

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

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

(D) fourth, to the Series 2026-1 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 2026-1 Accounts and make deposits and payments, to the extent of Series 2026-1 Available Funds and funds in the Series 2026-1 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 2026-1 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 2026-1 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 Representations Review of Group 1 Receivables), expenses and indemnities and (ii) the Series 2026-1 Supplemental ARR Series Allocation Percentage of the Supplemental ARR Fee;

59

(ii)     second, (A) to the Servicer, the Series 2026-1 Allocation Percentage of the Servicing Fee and (B) to any Successor Servicer, the Series 2026-1 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-1a Notes and Class A-1b Notes, the aggregate Accrued Note Interest for the Class A-1a Notes and the Class A-1b Notes, pro rata, based on the Accrued Note Interest due on each such Class of Notes;

(iv)     fourth, to the Noteholders of Class A-1a Notes and the Class A-1b Notes, pro rata, based on the Note Balance of each such Class of Notes, in payment of principal until the aggregate Note Balance of the Class A-1a Notes and the Class A-1b 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, pro rata, based on the amount of interest due to the Class A-1a Notes and Class A-1b 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 in the order set forth under Section 8.2(d)(ii);

(xii)     twelfth, to any other parties as the Administrator has identified, any remaining expenses of the Trust, up to the Series 2026-1 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.

(f)     [Reserved].

60

(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 2026-1 Accounts.

(a)     Investment of Funds in Series 2026-1 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 2026-1 Accounts in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Series 2026-1 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 2026-1 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 2026-1 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 2026-1 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 2026-1 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.

(c)     Notice to Qualified Institution.  A Responsible Person of the Indenture Trustee will notify the Qualified Institution maintaining the Series 2026-1 Accounts (if not the Indenture Trustee) if an Event of Default with respect to Group 1 has occurred and is continuing.

61

(d)     Control of Series 2026-1 Accounts.  Each of the Series 2026-1 Accounts will be under the control of the Indenture Trustee so long as the Series 2026-1 Accounts remain subject to the Lien of the Indenture, except that the Servicer and the Master Collateral Agent may make deposits into the Series 2026-1 Accounts and the Servicer may direct the Note Paying Agent to make deposits into or withdrawals from the Series 2026-1 Accounts according to this Indenture and the Transaction Documents.  Following the payment in full of the Notes and the release of the Series 2026-1 Accounts from the Lien of the Indenture, the Series 2026-1 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 2026-1 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 2026-1 Collateral.

(a)     Release of Property.  The Indenture Trustee may, and when required by this Indenture will, release Series 2026-1 Collateral from the Lien of this Indenture, in each case, according to this Indenture.  Except under Sections 8.4(c) and 10.1 for which the Series 2026-1 Collateral will automatically be released, the Indenture Trustee will release Series 2026-1 Collateral from the Lien of this Indenture only on receipt of a Trust Request and an Officer’s

62

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 2026-1 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 2026-1 Series Related Documents or the Transaction Documents, the funds then in the Series 2026-1 Accounts under this Indenture.  The Indenture Trustee will release Series 2026-1 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 2026-1 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;

(iv)     to convey, transfer, assign, mortgage or pledge property to or with the Indenture Trustee for the benefit of the Noteholders;

63

(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.

In addition, this Indenture may be amended by the Administrator, without the consent of any Noteholders, any party to this Indenture or any other Person and without satisfying any other provisions of this Indenture related to amendments hereto or in any other Transaction Document or Series 2026-1 Series Related Document solely in connection with any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes to be made by the Administrator; provided, that the Administrator has delivered notice of such amendment to the Rating Agencies on or prior to the date such supplement is executed; provided, further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall not affect the Owner Trustee’s, the Master Collateral Agent’s, the Indenture Trustee’s or the Note Paying Agent’s rights, powers, duties, obligations, liabilities, indemnities or immunities without the consent of the applicable party. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any amendment to this Indenture may be retroactive (including retroactive to the Benchmark Replacement Date) and this Indenture may be amended more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.

(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

64

2026-1 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 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 2026-1 Collateral, other than Permitted Liens, or, except as permitted by this Indenture, the other Series 2026-1 Series Related Documents or the Transaction Documents, release the Lien of this Indenture on the Series 2026-1 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 2026-1.

(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.

65

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 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

66

(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;

(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 2026-1, 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 2026-1 Collateral from the Lien of this Indenture and release to the Trust or any other Person entitled to funds then in the Series 2026-1 Accounts under this Indenture according to Section 8.4(c).

67

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.

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 2026-1 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 2026-1 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 2026-1 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 2026-1 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;

68

(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 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 2026-1 Available Funds and (ii) make cash payments out of the Series 2026-1 Accounts, in each case, as and if permitted or required by this Indenture, any other Series 2026-1 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 2026-1 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

69

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 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 2026-1 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 2026-1 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.

70

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 2026-1 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:

(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.

71

(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.

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

72

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 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.

73

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 2026-1 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 or Persons registered as the holder of any portion of the Class R Interest on the Trust Register. The Class R Interest Holder will receive any Series 2026-1 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.

(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 may transfer the Class R Interest in accordance with and subject to the requirements applicable to transfers of “Class R Interests” under the Trust Agreement, 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 2026-1 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]

74

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, NATIONALASSOCIATION, not in its individualcapacity but solely as Owner Trustee ofVerizon 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:   
       Title:  

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 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 2026-1 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 ACQUISITION, 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 (OR, IF THE HOLDER IS SUBJECT TO ANY SIMILAR LAW, ITS ACQUISITION, HOLDING AND DISPOSITION DOES NOT AND WILL NOT RESULT IN A VIOLATION OF ANY 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.

A-1

REGISTERED$[___________]

No. R-1 CUSIP NO. [_______]

VERIZON MASTER TRUST, SERIES 2026-1

CLASS [A-1a][A-1b][B][C] [Compounded SOFR¹+] [___]% 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 March 13, 2026 (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 April 2026 (each, a “Payment Date”) in an amount equal to the aggregate amount payable to Noteholders of Class [A-1a][A-1b][B][C] Notes on that Payment Date from the amounts payable as principal on the Class [A-1a][A-1b][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-1a][A-1b][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[Class A-1b only:][, and provided that, if the sum of Compounded SOFR plus [__]% is less than 0.00% for any Interest Period, then the per annum rate at which interest will accrue on this Class A-1b Note for such Interest Period will be 0.00%].  [Class A-1a, Class B and Class C only:][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 April 20, 2026).  Interest will be computed on the basis of a 360-day year of twelve 30 day months.][Class A-1b only:][ Interest on this Note will accrue for each Payment Date from and including the Payment Date immediately preceding the current Payment Date to but excluding the current Payment Date (or, for the initial Payment Date, from and including the Closing Date to but excluding April 20, 2026).  Interest will be computed on the basis of a 360-day year and the actual number of days elapsed in the related Interest Period.]

¹ [ONLY FOR THE CLASS A-1B NOTES: Upon the occurrence of a Benchmark Transition Event, Compounded SOFR will be replaced by the appropriate Benchmark Replacement as set forth in Section 2.16 of the Indenture.]

A-2

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-1a][A-1b][B][C] [Compounded SOFR +] [_]% Asset Backed Notes (the “Class [A-1a][A-1b][B][C] Notes”) of the Trust.  Also authorized under the Indenture are the Class [A-1a][A-1b][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.

The Class [A-1a][A-1b][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-1a][A-1b][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.

A-3

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 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

A-4

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 part by income, the Notes (other than the Retained Notes) will be treated as indebtedness and the Trust will be treated as a mere security device formed to hold the Group 1 Receivables and issue, among other instruments, Notes and Certificates.  Each Noteholder or 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

A-5

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.

Except as permitted under the Series 2026-1 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 2026-1 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-1a][A-1b][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.

A-9

EX-10.7

Exhibit 10.7

FORM OF SERIES 2026-1 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 March 13, 2026

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
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

This SERIES 2026-1 ACCOUNT CONTROL AGREEMENT, dated as of March 13, 2026 (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 1.1Usage and Definitions.  Capitalized terms used but not defined in this Agreement are defined in (or defined by reference in) the Indenture, dated as of March 13, 2026 (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 2.1Description 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 2026-1 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 2026-1” with account number 299230000.

(ii) “Series 2026-1 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 2026-1” with account number 299230001.

(iii) “Series 2026-1 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 2026-1” with account number 299230002.

Section 2.2Account 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 2.3Account 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 2.4Securities 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 3.1Control 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 3.2Investment 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 3.3Conflicting 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 4.1Subordination 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 5.1Financial 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 5.2Financial 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 6.1Reliance 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 6.2Termination. 

(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 6.3No 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 6.4Limitation 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 6.5Conflict 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 6.7Adverse 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 6.8Maintenance 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 7.1Amendment. 

(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 7.2Benefit 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 7.3Notices. 

(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 7.4GOVERNING 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 PROVISIONS

9

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 7.5Submission 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 7.6WAIVER 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 7.7No 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 7.8Severability.  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 7.9Headings.  The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.

Section 7.10Counterparts.  This Agreement may be executed in multiple counterparts.  Each counterpart will be an original and all counterparts will together be one document.

Section 7.11Electronic 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 2026-1

Re: Notice of Sole Control

Ladies and Gentlemen:

As referenced in the Series 2026-1 Account Control Agreement dated as of March 13, 2026 (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 in accordance with Section 7.3 of the Agreement.

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 2026-1

Re: Termination of Series 2026-1 Account Control Agreement

You are hereby notified that the Series 2026-1 Account Control Agreement dated as of March 13, 2026 (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 in accordance with Section 7.3 of the Agreement.

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

Exhibit 10.9

Execution Version

SECOND 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 April 23, 2024

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 SECOND AMENDED AND RESTATED ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of June 28, 2024 (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, the Original ARR Agreement (as defined below).

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 hereto entered into an Asset Representations Review Agreement, dated as of May 25, 2021 (the “Initial ARR Agreement”), which was fully amended and restated by an Amended and Restated Asset Representations Review Agreement, dated as of August 11, 2022 (the “Amended ARR Agreement” and, together with the Initial ARR Agreement, the “Original ARR Agreement”).  In connection with the foregoing, the parties have determined to further amend and restate the Original ARR Agreement on the terms and subject to the conditions set forth in this Agreement.

The parties agree as follows.

ARTICLE I

USAGE AND DEFINITIONS

Section 1.1Usage 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 1.2Additional 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).

2

“Test Pass” has the meaning stated in Section 3.4(a).

“Trust PII” has the meaning stated in Section 4.10(a).

Section 1.3Review 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 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 2.1Engagement; 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 2.2Confirmation 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 3.1Review 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

3

in the form of Schedule B attached hereto and reflect the Tests mutually agreed upon by the Servicer and the Asset Representations Reviewer.

Section 3.2Identification 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 format (or such other format as mutually agreed to by the Servicer and the Asset Representations Reviewer).

Section 3.3Review 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 3.4Performance 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

4

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 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 3.5Review 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.

5

Section 3.6Review 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.

(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 3.7Dispute 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 3.8Limitations 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;

6

(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));

(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 3.9Updated 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 4.1Representations 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

7

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.

(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.

8

Section 4.2Covenants.  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.

(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 4.3Fees 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

9

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) 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 4.4Limitation 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 4.5Indemnification 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

10

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 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 4.6Indemnification 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 andin 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.

11

(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 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 4.7Review 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 4.8Delegation 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

12

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.

Section 4.9Confidential 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

13

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 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.

14

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 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 4.10Personally 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.

15

(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:

(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

16

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.

ARTICLE V

RESIGNATION AND REMOVAL;
SUCCESSOR ASSET REPRESENTATIONS REVIEWER

Section 5.1Eligibility 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 5.2Resignation 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, 2027 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:

17

(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

(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 5.3Successor 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 5.4Merger, 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

18

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.

ARTICLE VI

OTHER AGREEMENTS

Section 6.1Independence 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 6.2No 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 6.3Limitation 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 6.4Termination 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 6.5Monthly 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

19

Master Collateral Agent, to the extent the Monthly Investor Report is not otherwise available from any publicly available source.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1Amendments.

(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.

20

(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 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 7.2Assignment; 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 7.3Notices.

(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

21

(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 7.4GOVERNING 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 7.5Submission 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 7.6WAIVER 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 7.7No 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 7.8Severability.  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 7.9Headings.  The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.

Section 7.10Counterparts.  This Agreement may be executed in multiple counterparts.  Each counterpart will be an original and all counterparts will together be one document.

Section 7.11Non-exclusive Agreement.  The Asset Representations Reviewer and its affiliated companies may provide services to other clients, including, but not limited to, persons

22

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 7.12Electronic 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]

23

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:	/s/ Clarice Wright
	Name: Clarice Wright
	Title: Vice President
CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS,
	as Servicer
By:	/s/ Kee Chan Sin
	Name:	Kee Chan Sin
	Title:	Vice President and Assistant Treasurer
PENTALPHA SURVEILLANCE LLC,
	as Asset Representations Reviewer
By:	/s/ James Callahan
	Name: James Callahan
	Title: Executive Director and Solely as an Authorized Signatory for Pentalpha Surveillance LLC

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 2023-4

	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.

	Representation and Warranty	Tests
(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 2023-7

	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 2024-3

	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.”

4.Verizon Master Trust, Series 2024-4

	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.”

5.Verizon Master Trust, Series 2024-6

	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.”

6.Verizon Master Trust, Series 2024-8

	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 2025-1

	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.”

8.Verizon Master Trust, Series 2025-3

	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.”

9.Verizon Master Trust, Series 2025-5

	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 two (2) monthly payments made by the Obligor under the related device payment plan agreement have 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 and second 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.”

10.Verizon Master Trust, Series 2025-7

	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 two (2) monthly payments made by the Obligor under the related device payment plan agreement have 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 and second 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.”

11.Verizon Master Trust, Series 2025-9

	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 two (2) monthly payments made by the Obligor under the related device payment plan agreement have 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 and second 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.”

12.Verizon Master Trust, Series 2026-1

	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 two (2) monthly payments made by the Obligor under the related device payment plan agreement have 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 and second 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-36.1

Exhibit 36.1

Certification

I, Caroline Armour, certify as of March 5, 2026, that:

1.I have reviewed the prospectus relating to the Series 2026-1 Class A-1a Notes, Class A-1b 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: March 5, 2026

/s/ Caroline Armour

Caroline Armour

President (chief executive officer) of Verizon ABS II LLC