Form 8-K Verizon Master Trust For: May 19 Filed by: Verizon ABS II LLC

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):  May 19, 2022

Registrant’s telephone number, including area code: (212) 395-1000

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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

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     [   ]

 

On or about May 25, 2022, Verizon Master Trust (the “Trust”) will issue (i) Class A Asset-Backed Notes with an initial note balance of $399,400,000; (ii) Class B Asset-Backed Notes with an initial note balance of $34,400,000; and (iii) Class C Asset-Backed Notes with an initial note balance of $16,200,000.  This Current Report on Form 8-K is being filed to file executed copies of the Underwriting Agreement, the Asset Representations Review Agreement and the Depositor Certification and forms of the Indenture, Series 2022-3 Account Control Agreement and EU/UK Risk Retention Agreement to be executed.

 

(d)

Exhibits:

_________

* Previously filed on Form 8-K on May 25, 2021.

** Previously filed on Form 8-K on November 4, 2021

.

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

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

Date:  May 23, 2022

 

VERIZON MASTER TRUST

 

$415,600,000 SERIES 2022-3 ASSET BACKED NOTES

 

UNDERWRITING AGREEMENT

 

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 May 19, 2022

 

Citigroup Global Markets Inc.,

as an Underwriter and as a Representative

of the several Underwriters set forth

on Schedule I hereto

388 Greenwich Street, 6^th Floor Trading

New York, New York 10013

BNP Paribas Securities Corp.,

as an Underwriter and as a Representative

of the several Underwriters set forth

on Schedule I hereto

787 Seventh Avenue

New York, New York 10019

Loop Capital Markets LLC,

as an Underwriter and as a Representative

of the several Underwriters set forth

on Schedule I hereto

111 West Jackson Boulevard, Suite 1901

Chicago, Illinois 60604

RBC Capital Markets, LLC,

as an Underwriter and as a Representative

of the several Underwriters set forth

on Schedule I hereto

200 Vesey Street, 8^th Floor

New York, New York 10281-8098

Ladies and Gentlemen:

 

 

Closing Date (as defined below) (the “Receivables”).  The Receivables and related property have been transferred, and from time to time after the Closing Date, will be transferred to the Trust pursuant to a Transfer and Servicing Agreement, dated as of May 25, 2021, as amended by that certain Omnibus Amendment No. 1, dated as of November 4, 2021 (the “Omnibus Amendment”), among the Trust, the Depositor (as defined below), Verizon Wireless (as defined below), the Master Collateral Agent (as defined below), the Additional Transferor (as defined below) and the various originators from time to time party thereto (the “Transfer and Servicing Agreement”) among the Trust, Verizon ABS II LLC (the “Depositor”) and Cellco Partnership d/b/a Verizon Wireless (“Verizon Wireless” or the “Sponsor”), as servicer (in such capacity, the “Servicer”), as marketing agent (in such capacity, the “Marketing Agent”) and as custodian.  The Depositor acquired and will acquire the Receivables and related property pursuant to the terms of (i) the Originator Receivables Transfer Agreement, dated as of May 25, 2021, as amended by the Omnibus Amendment (the “Originator Receivables Transfer Agreement”) between the Depositor and the various originators from time to time party thereto and (ii) the Additional Transferor Receivables Transfer Agreement, dated as of May 25, 2021, as amended by the Omnibus Amendment (the “Additional Transferor Receivables Transfer Agreement”) among the Depositor, the Servicer and Verizon DPPA Master Trust (the “Additional Transferor”).  In addition, the Servicer services and will service the Receivables pursuant to the Transfer and Servicing Agreement and has agreed to perform certain administrative tasks on behalf of the Trust pursuant to the Administration Agreement, dated as of May 25, 2021 (the “Administration Agreement”) between the Trust and Verizon Wireless, as administrator.  Furthermore, Verizon Communications Inc. (“Verizon”) entered into a Parent Support Agreement, acknowledged and agreed to by the Depositor, the Trust and the Master Collateral Agent (as defined below), dated as of May 25, 2021 and has guaranteed the payment obligations of the Originators and Verizon Wireless, in its capacities as Servicer and Marketing Agent.  The Trust has contracted for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement, dated as of May 25, 2021 (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, among the Trust, Verizon Wireless, as Servicer, U.S. Bank National Association, as master collateral agent (in such capacity, the “Master Collateral Agent”), and the Creditor Representatives from time to time party thereto (the “Master Collateral Agreement”).  Furthermore, the Originators will make certain representations, warranties and covenants to the Trust and the Depositor in connection with the EU Securitization Regulation Rules (as defined therein) and UK Securitization Regulation Rules (as defined therein) pursuant to an EU/UK Risk Retention Agreement, dated as of May 25, 2022 (the “Risk Retention Agreement”), among the Originators, the Trust and the Depositor.  Collections on and proceeds of the Receivables designated to Group 1 (as such term is defined in the Indenture) will be applied to make payments on the Notes.  Any reference to Receivables in this Agreement will refer to the Receivables designated to Group 1.

 

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”).  The Class A Certificate and the Class B Certificate (collectively, the “Certificates”), representing the equity interest in the Trust, were issued to the Depositor pursuant to the Trust Agreement and are held by the Depositor and the nominee of the Originators, which nominee is also the sole equityholder of the Additional Transferor.

 

Capitalized terms used but not otherwise defined in this Underwriting Agreement (this “Agreement”) are defined in Appendix A to the Master Collateral Agreement or in the Indenture, as applicable, or if not defined therein, then as defined in the Prospectus (as defined below).  As used herein, the term “Transaction Documents” refers to the Transfer and Servicing Agreement, the Indenture, the Originator Receivables Transfer Agreement, the Additional Transferor Receivables Transfer Agreement, the Trust Agreement, the Parent Support Agreement, the Master Collateral Agreement, the Group 1 Supplement to the Master Collateral Agreement, the Marketing Agent Agency Agreement, the Account Control Agreement, the Series 2022-3 Account Control Agreement, the Administration Agreement, the Asset Representations Review Agreement, the Depository Agreement and the Risk Retention Agreement.

 

At or prior to the time and date when the first Contract of Sale (as defined below) for the Underwritten Notes was entered into by the Underwriters, which was 2:50 p.m. (New York time) on May 19, 2022 (the “Time of Sale”), the Depositor had prepared (i) the preliminary prospectus, dated May 16, 2022 (subject to completion), filed with the Commission on May 16, 2022 pursuant to and in accordance with Rule 424(h) under the Act (“Rule 424(h)”) (the “Preliminary Prospectus”) and (ii) a free writing prospectus, dated May 16, 2022, and filed with the Commission on May 16, 2022 pursuant to Rule 433 (the “Ratings Free Writing Prospectus” and, together with the Preliminary Prospectus and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Act of 1933, as amended (the “Securities Act”), the “Time of Sale Information”).  If, subsequent to the Time of Sale and prior to the Closing Date, such Time of Sale Information includes an untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading and the Underwriters terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act) (“Contracts of Sale”) and enter into new Contracts of Sale with investors in the Underwritten Notes, then the “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contract of Sale in an amended preliminary prospectus approved by Verizon Wireless, the Depositor and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.

 

The Notes will be offered pursuant to the prospectus dated May 19, 2022 (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”) relating to the Notes.

 

 

 

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.

 

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

fee or other fee or commission as a result of any of the transactions contemplated by this Agreement.

 

 

 

 

 

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:

 

 

 

 

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

promulgated thereunder, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System.

 

 

 

 

 

 

 

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 May 25, 2022 (or at such other place and time on the same or other date as shall be agreed to in writing by the Representatives and the Trust, the “Closing Date”).  Delivery of one or more global notes representing the Underwritten Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Trust.  The global notes to be so delivered shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”).  The interests of beneficial owners of the Underwritten Notes will be represented by book entries on the records of DTC and participating members thereof.  Definitive Notes representing the Underwritten Notes will be available only under limited circumstances, as described in the Prospectus.

 

 

 

 

 

 

 

Verizon Wireless or the Depositor to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus;

 

 

 

 

 

 

 

 

 

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;

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

of the representations and warranties made herein, to the performance by Verizon Wireless of its obligations hereunder, and to the following additional conditions precedent:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

the extent any such representation or warranty is already qualified by materiality, in which case such representation or warranty is true and correct in all respects), that such party has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements on or before the Closing Date in all material respects (except to the extent any such agreement or condition is already qualified by materiality, in which case such agreement or condition has been complied with or satisfied, as applicable, in all respects), (B) since the date of this Agreement there has not occurred any material adverse change in the business, business prospects, properties, financial condition or results of operations of the Trust, the Depositor or Verizon Wireless, other than as set forth or contemplated in the Preliminary Prospectus and the Prospectus or otherwise disclosed in writing to the Representatives and (C) there are no actions, proceedings or investigations to which the Depositor or Verizon Wireless is a party or that are, to such party’s knowledge after due inquiry, threatened before any court, administrative agency or other tribunal having jurisdiction over Verizon Wireless or the Depositor, (i) asserting the invalidity of this Agreement, any Transaction Document or the Notes, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (iii) which would reasonably be expected to have a Material Adverse Effect or (iv) seeking adversely to affect the federal income tax attributes of the Notes as described in the Prospectus or the Preliminary Prospectus under the heading “U.S. Federal Income Tax Consequences.”

 

 

 

 

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.

 

 

 

 

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.

 

 

 

 

 

 

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 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.

 

 

 

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.

 

 

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.

 

 

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.

 

 

 

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.

 

 

 

 

 

 

 

 

 

other statements set forth in Section 9 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.  If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, Verizon Wireless shall remain responsible for the expenses to be paid or reimbursed pursuant to Section 6.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

 

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

 

CITIGROUP GLOBAL MARKETS INC.,

on behalf of itself and as a Representative of the
several Underwriters

 

SCHEDULE I

 

SCHEDULE II

 

 

ANNEX A

 

REPRESENTATIONS AND AGREEMENTS OF THE UNDERWRITERS

 

 

(i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (“FSMA”)) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the Depositor; and

 

(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

 

 

 

 

 

 

of MiFID II; or (C) not a qualified investor as defined in Article 2 of the Prospectus Regulation; and

 

 

 

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ARTICLE I	USAGE AND DEFINITIONS	1
Section 1.1	Usage and Definitions	1
Section 1.2	Incorporation by Reference of Trust Indenture Act	11
ARTICLE II	THE NOTES	12
Section 2.1	Form of Notes	12
Section 2.2	Execution, Authentication and Delivery	12
Section 2.3	Tax Treatment	13
Section 2.4	Note Register	13
Section 2.5	Registration of Transfer and Exchange	13
Section 2.6	[Reserved]	15
Section 2.7	Mutilated, Destroyed, Lost or Stolen Notes	15
Section 2.8	Persons Deemed Owners	15
Section 2.9	Payments on Notes	16
Section 2.10	Cancellation of Notes	17
Section 2.11	Release of Series 2022-3 Collateral	17
Section 2.12	Book-Entry Notes	17
Section 2.13	Definitive Notes	18
Section 2.14	Authenticating Agents	19
Section 2.15	Note Paying Agents	19
ARTICLE III	COVENANTS, REPRESENTATIONS AND WARRANTIES	19
Section 3.1	Payment of Principal, Interest and Other Amounts	19
Section 3.2	Maintenance of Office or Agency	19
Section 3.3	Money for Payments To Be Held in Trust	20
Section 3.4	Existence	21
Section 3.5	Protection of Collateral	21
Section 3.6	Performance of Obligations	22
Section 3.7	Negative Covenants	22
Section 3.8	Opinions on Collateral	23
Section 3.9	Annual Certificate of Compliance	24
Section 3.10	Successor or Transferee	24
Section 3.11	Further Acts and Documents	24
Section 3.12	Review of Trust’s Records	24
Section 3.13	Trust’s Representations and Warranties	24

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

Section 6.12	Inspections of Indenture Trustee	43
Section 6.13	Indenture Trustee’s Representations and Warranties	44
Section 6.14	Reporting of Receivables Reacquisition and Acquisition Demands	44
Section 6.15	Preferential Collection of Claims Against the Trust	45
ARTICLE VII	NOTEHOLDER COMMUNICATIONS AND REPORTS	45
Section 7.1	Noteholder Communications	45
Section 7.2	Reports by Trust	46
Section 7.3	Reports by Indenture Trustee	47
ARTICLE VIII	ACCOUNTS, DISTRIBUTIONS AND RELEASES	47
Section 8.1	Collection of Funds	47
Section 8.2	Series 2022-3 Accounts; Distributions	47
Section 8.3	Series 2022-3 Accounts	53
Section 8.4	Release of Series 2022-3 Collateral	54
ARTICLE IX	AMENDMENTS	55
Section 9.1	Amendments Without Consent of Noteholders	55
Section 9.2	Amendments with Consent of Controlling Class	56
Section 9.3	Execution of Amendments	57
Section 9.4	Effect of Amendment	58
Section 9.5	Reference in Notes to Supplemental Indentures	58
Section 9.6	[Reserved]	58
Section 9.7	Conformity with TIA	58
ARTICLE X	REDEMPTION OF NOTES	58
Section 10.1	Redemption	58
ARTICLE XI	OTHER AGREEMENTS	59
Section 11.1	No Petition	59
Section 11.2	[Reserved]	60
Section 11.3	Trust Orders; Certificates and Opinions	60
Section 11.4	Acts of Noteholders	61
Section 11.5	Trust Obligation	61
Section 11.6	Conflict with Trust Indenture Act	62
Section 11.7	Regulation RR Risk Retention	62
ARTICLE XII	MISCELLANEOUS	62
Section 12.1	Benefits of Indenture; Third-Party Beneficiaries	62

Section 12.2	Notices	62
Section 12.3	GOVERNING LAW	63
Section 12.4	Submission to Jurisdiction	64
Section 12.5	WAIVER OF JURY TRIAL	64
Section 12.6	No Waiver; Remedies	64
Section 12.7	Severability	64
Section 12.8	Headings	64
Section 12.9	Counterparts	64
Section 12.10	Customer Identification Program	64
Section 12.11	[Reserved]	64
Section 12.12	Intent of the Parties; Reasonableness	64
Section 12.13	Electronic Signatures	65
Section 12.14	Class R Interest	65
Section 12.15	No Set-off	66

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

(a)

on any Payment Date interest due is not paid on any class of Notes,

(b)

on the fifth Business Day after any Payment Date during the Revolving Period, after giving effect to distributions on such Payment Date, the sum of the amount on deposit in the Reserve Account plus, if a Letter of Credit has been issued for the benefit of the Notes, the amount available under the Letter of Credit, is less than the Required Reserve Amount,

(c)

as of the Anticipated Redemption Date, the Trust has not redeemed the Notes,

(d)

as of any Payment Date, a Pool Balance Deficit exists with respect to Group 1 after giving effect to distributions on such Payment Date (including deposits to the Principal Funding Account on such Payment Date),

(e)

for any Payment Date, the sum of the fractions, expressed as percentages for each of the three (3) Collection Periods immediately preceding that Payment Date, calculated by dividing the aggregate Principal Balance of all Group 1 Receivables which became Written-Off Receivables during each of the three (3) prior Collection Periods by the Group 1 Pool Balance as of the first day of each of those Collection Periods, multiplied by four (4), exceeds 10.00%,

(f)

for any Payment Date, the sum of the fractions, expressed as percentages for each of the three (3) Collection Periods immediately preceding that Payment Date, calculated by dividing the aggregate Principal Balance of all Group 1 Receivables that are ninety-one (91) days or more delinquent at the end of each of the three (3) prior Collection Periods by the Group 1 Pool Balance as of the last day of each of those Collection Periods, divided by three (3), exceeds 2.00%,

(g)

with respect to any Payment Date, the Series 2022-3 Allocated Pool Balance is less than 50.00% of (x) the aggregate Note Balance minus (y) the amount on deposit in the Principal Funding Account, in each case as of such Payment Date,

(h)

as of any date of determination, the Discounted Series Invested Amount for Series 2022-3 is greater than the excess of (i) the Group 1 Pool Balance over (ii) the sum of (x) the Ineligible Amount for Series 2022-3 and (y) the Series 2022-3 Excess Concentration Amount,

(i)

a Servicer Termination Event has occurred and is continuing, or

(j)

an Event of Default for Group 1 has occurred and is continuing.

•

as of any date of determination, the remaining term of the Receivable was less than or equal to 36 months;

•

the Receivable did not contain a contractual right to an upgrade of the Device related to the device payment plan agreement at the time the Receivable was originated;

•

as of the related Cutoff Date, as indicated on the records of the related Originator, one of its affiliates or the Servicer, the Obligor on the account for the Receivable maintains service with Verizon Wireless;

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

as of the related Cutoff Date, either (i) at least one (1) payment made by the Obligor under the related device payment plan agreement has been received with respect to the related Receivable, or (ii) the related Obligor has at least one (1) year of Customer Tenure with Verizon Wireless;

•

for any Business Receivable for which the related Obligor is a Business Obligor:

•

the Business Obligor on the account for such Business Receivable is identified in the systems of the Servicer as a business customer; and

•

the Business Obligor on the account for such Business Receivable is not any of Cellco, the Trust, the Depositor, Verizon Communications, any Originator, the True-Up Trust or an affiliate thereof.

•

the amount by which the aggregate Principal Balance of Group 1 Receivables with Obligors that have less than twelve (12) months of Customer Tenure with Verizon Wireless exceeds 22.00% of the Group Pool Balance,

•

the amount by which the aggregate Principal Balance of Group 1 Receivables with Obligors that have less than sixty (60) months of Customer Tenure with Verizon Wireless exceeds 45.00% of the Group Pool Balance, and

•

with respect to all Receivables for which the origination date was less than thirty-one (31) days prior to the related Cutoff Date, or in the case of any determination made on a Payment Date, the last day of the related Collection Period, the product of (i) the aggregate Principal Balance of all such Receivables and (ii) 10.00%,

•

the aggregate Principal Balance of all Group 1 Receivables that are Consumer Receivables with the lowest FICO® Scores that would need to be excluded from the calculation of the Pool Balance of all Group 1 Receivables that are Consumer Receivables in order to cause the weighted average FICO® Score of the Consumer Obligors with respect to all Group 1 Receivables that are Consumer Receivables (weighted based on Principal Balances) included in such calculation of the Pool Balance of all Group 1 Receivables that are Consumer Receivables to be at least 700 (excluding any Group 1 Receivables that are Consumer Receivables with Consumer Obligors for whom FICO® Scores are not available), and

•

the amount by which the aggregate Principal Balance of Group 1 Receivables that are Consumer Receivables with Consumer Obligors for whom FICO® Scores are not available exceeds 4.50% of the Pool Balance of all Group 1 Receivables that are Consumer Receivables,

•

the amount by which the aggregate Principal Balance of Group 1 Receivables that are Business Receivables exceeds 10.00% of the Group Pool Balance.

Class

Note Interest Rate

Initial Note Balance

Class A Notes	3.01%	$399,400,000
Class B Notes	3.25%	$34,400,000
Class C Notes	3.50%	$16,200,000

(A)

in the event that, immediately following distributions on any Payment Date (a) the Revolving Period is in effect and (b) the Series 2022-3 Allocated Pool Balance exceeds the Adjusted Series Invested Amount for Series 2022-3, the amount of such excess (to the extent on deposit in the Principal Funding Account) will be withdrawn from the Principal Funding Account and remitted to the

Distribution Account on the immediately succeeding Payment Date to be included as Series 2022-3 Available Funds on such immediately succeeding Payment Date;

(B)

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

(C)

in the event that the Amortization Period is in effect immediately following distributions made on any Payment Date, amounts on deposit in the Principal Funding Account will be paid to the Noteholders on such Payment Date, sequentially by class, in the order set forth under Section 8.2(d)(ii), until the aggregate Note Balance of the Class A Notes, Class B Notes and Class C Notes is reduced to zero.

(A)

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

(B)

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

(C)

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

(D)

fourth, to the Class R Interest, any remaining amounts.

(A)

change (1) the applicable Final Maturity Date on a Note, (2) the principal amount of or interest rate, Additional Interest Amount or Make-Whole Payment on a Note or (3) the Required Reserve Amount;

(B)

modify the percentage of the Note Balance of the Notes or the Controlling Class that is required for any action;

(C)

modify or alter the definition of “Controlling Class;”

(D)

permit the creation of any Lien ranking prior or equal to the Lien of this Indenture on the Series 2022-3 Collateral, other than Permitted Liens, or, except as permitted by this Indenture, the other Series 2022-3 Series Related Documents or the Transaction Documents, release the Lien of this Indenture on the Series 2022-3 Collateral; or

(E)

impair the right to institute suit for the enforcement of this Indenture, as provided in Section 5.8.

(A)

of the Redemption Date;

(B)

of the outstanding Note Balance of each Class of the Notes to be redeemed;

(C)

of the place to surrender the Notes for final payment (which will be the office or agency of the Trust maintained under Section 3.2); and

(D)

that on the Redemption Date, the outstanding Note Balance of the Notes plus accrued and unpaid interest, any unpaid Additional Interest Amounts and any unpaid Make-Whole Payments on the Notes will become due and payable in full and that interest on the Notes will cease to accrue from and after the Redemption Date, unless the Trust fails to pay the Notes on the Redemption Date.

(A)

a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture, any other Series 2022-3 Series Related Document or any Transaction Document relating to the covenant or condition;

(B)

a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based;

(C)

a statement that, in the opinion of the signatory, the signatory has made an examination or investigation, if necessary, to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and

(D)

a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with.

	VERIZON MASTER TRUST,
		as Trust
	By:	Wilmington Trust, National Association, not in its
		individual capacity but solely as Owner Trustee of
		Verizon Master Trust
	By:
		Name:
		Title:
	U.S. BANK NATIONAL ASSOCIATION,
		not in its individual capacity but solely as Indenture
		Trustee and as Note Paying Agent
	By:
		Name:
		Title:

No. R-1

CUSIP NO. [_______]

	VERIZON MASTER TRUST
	BY:	Wilmington Trust, National Association, not in its
		individual capacity but solely as Owner Trustee of
		Verizon Master Trust
	By:
		Name:
		Title:

	U.S. BANK NATIONAL ASSOCIATION,
		not in its individual capacity but
		solely as Indenture Trustee
	By:
		Name:
		Title:

Dated:			*/
			Signature Guaranteed
		*/

*/

NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever.  The signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program or another “signature guarantee program” selected by the Note Registrar in addition to, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Exchange Act.

Reference	Criteria
	Cash Collection and Administration
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of § 240.13k-1(b)(1) of the Securities Exchange Act of 1934, as amended.
	Investor Remittances and Reporting
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements.
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.

FORM OF SERIES 2022-3 ACCOUNT CONTROL AGREEMENT

 

among

 

VERIZON MASTER TRUST,
as Grantor

 

U.S. BANK NATIONAL ASSOCIATION,
as Secured Party

 

and

 

U.S. BANK NATIONAL ASSOCIATION,
as Financial Institution

 

Dated as of May 25, 2022

 

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