Prospectus
$550,000,000
Series 2022-4 Asset Backed Notes*
Verizon Master Trust
Issuing Entity or Trust
(CIK Number: 0001844964)
Verizon ABS II LLC
 
Depositor
(CIK Number: 0001836995)
Cellco Partnership d/b/a
Verizon Wireless
Sponsor and Servicer
(CIK Number: 0001175215)
Before you purchase any notes, be sure you understand the structure and the risks.  You should review carefully the risk factors beginning on page 36 of this prospectus.
The issuing entity’s assets consist primarily of an interest in a revolving pool of device payment plan agreements originated by Cellco Partnership d/b/a Verizon Wireless and certain other affiliates of Verizon Communications Inc.  The notes are secured by all of the issuing entity’s assets and will be paid from collections on and proceeds of the issuing entity’s device payment plan agreements designated to “group 1” that are allocated to the notes under the transaction documents.  The issuing entity has issued four other series of notes and has entered into two series of loans, and expects to issue or enter into in the future other series of notes and loans. The notes and loans of any series are only entitled to the portion of collections on and proceeds of the device payment plan agreements designated to the related group that are allocated to it under the transaction documents. The assets of the issuing entity may also include device payment plan agreements that are designated to groups other than group 1, but collections on or proceeds of any device payment plan agreements designated to a group other than group 1 will not be available to the notes except in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default.”  The notes will be obligations of the issuing entity only and will not be obligations of or interests in the sponsor, the originators, the additional transferor, the servicer, the depositor, the parent support provider, the marketing agent or any of their respective affiliates.  The issuing entity has also issued certificates representing the equity interest in the issuing entity.  The certificates will be retained by the depositor and by Verizon DPPA True-up Trust.  The issuing entity will issue the notes in the table below as part of Series 2022-4 and only these notes are offered by this prospectus.

Notes(1)
Initial Note Balance
 
Interest Rate
 
Accrual Method
 
Anticipated Redemption Date
 
Final
Maturity Date
Class A notes  
$488,200,000
 
3.40%(2)
 
30/360
 
May 20, 2025
 
November 20, 2028
Class B notes  
  $42,100,000
 
3.64%(2)
 
30/360
 
May 20, 2025
 
November 20, 2028
Class C notes  
  $19,700,000
 
3.89%(2)
 
30/360
 
May 20, 2025
 
November 20, 2028
Total  
 $550,000,000
           
 
Initial Public Offering Price
 
Underwriting Discounts and Commissions
 
Net Proceeds(3)
Class A notes
$488,175,345.90  
 
0.25000%
 
$486,954,845.90  
Class B notes
$42,090,321.21
 
0.35000%
 
$41,942,971.21
Class C notes
 $19,697,647.82
 
0.45000%
 
$19,608,997.82
Total
$549,963,314.93
     
$548,506,814.93
__________________
*         The issuing entity expects to issue another series of notes on the closing date.
(1)      In addition to the notes described above, Series 2022-4 will also include the Class R interests, which will not have a principal balance, will not accrue interest and will only be entitled to certain excess cash flow.
(2)      If the notes have not been redeemed as of the payment date in May 2025, 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 additional interest amounts will be distributed to noteholders as set forth under “Description of the Notes—Priority of Payments.
(3)  Before deducting expenses estimated to be $732,295.

The issuing entity will pay interest on the notes on the 20th day of each month (or if not a business day, the next business day).  The first payment date will be June 21, 2022.  It is not expected that any payments of principal will be made on the notes prior to the payment date in May 2025, unless the amortization period begins or the notes are redeemed prior to such date.

The notes may be subject to optional redemption on any date on or after the payment date in June 2023.  If the issuing entity effects an optional redemption on any date prior to the payment date occurring in February 2025, the issuing entity will be required to pay a make-whole payment in connection with such redemption.

The notes are expected, but not required, to be redeemed by the issuing entity on or before the payment date in May 2025.  If the notes have not been redeemed as of the payment date in May 2025, an amortization event will occur on such payment date and, 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 as set forth under “Description of the Notes—Priority of Payments”. See “Description of the Notes—Optional Redemption.”






On the closing date, the credit and payment enhancement for the notes will consist of a reserve account, overcollateralization, excess spread and, in the case of the Class A notes, subordination of the Class B notes and Class C notes, and in the case of the Class B notes, subordination of the Class C notes.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
The issuing entity is not registered or required to be registered as an “investment company” under the Investment Company Act of 1940, as amended, and in making this determination, the issuing entity will be relying on the exemption from the definition of “investment company” set forth in Section 3(c)(5) of the Investment Company Act of 1940, as amended, although there may be additional exemptions or exclusions available to the issuing entity.  The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

The notes will be delivered in book-entry form through the facilities of The Depository Trust Company to purchasers on or about May 25, 2022, which is the “closing date.”
JOINT BOOKRUNNERS
Citigroup
(sole structurer)
BNP PARIBAS
Loop Capital Markets
RBC Capital Markets
CO-MANAGERS
Cabrera Capital Markets LLC
Drexel Hamilton
 MUFG
R. Seelaus & Co., LLC
 Santander
________________
The date of this prospectus is May 19, 2022


TABLE OF CONTENTS

 
Important Notice About Information in this Prospectus
5
Reading this Prospectus
5
Forward-Looking Statements
6
Copies of the Documents
6
Note Legend
6
Notice to Investors: United Kingdom
7
Notice to Investors: European Economic Area
8
Trust and Transaction Structure Diagram
9
Transaction Credit and Payment Enhancement Diagram
10
Transaction Parties and Documents Diagram
11
Transaction Payments Diagram
12
Summary
13
Glossary
36
Risk Factors
36
Summary of Principal Risk Factors
36
Descriptions of the Transaction Documents
69
The Trust
69
Addition of Receivables
71
Release of Receivables
72
Issuance of Additional Group 1 Series
73
Depositor
74
Owner Trustee
74
Master Collateral Agent and Indenture Trustee
76
Master Collateral Agent
77
Indenture Trustee
79
Asset Representations Reviewer
82
Sponsor, Servicer, Custodian, Marketing Agent and Administrator
83
General
83
Sponsor
84
 
Servicer, Custodian, Marketing Agent and Administrator
85
Parent Support Provider
86
The Originators
87
Additional Transferor
89
Origination and Description of Device Payment Plan Agreement Receivables
89
Wireless Equipment and Distribution
89
Wireless Device Payment Plan Agreements
90
Insurance on Wireless Devices
91
Underwriting Criteria
91
Upgrade Offers
93
Account Credits
94
Transfer of Service
94
Bankruptcy Surrendered Devices
95
Origination Characteristics
95
Servicing the Receivables and the Securitization Transaction
95
General
95
Servicing Duties
96
Collections and Other Servicing Procedures
96
Delinquency and Write-Off Experience
99
Servicing Fees
101
Servicer Modifications and Obligation to Acquire Receivables
101
Bank Accounts
102
Deposit of Collections
102
Custodial Obligations of Cellco
103
Servicing Obligations of Cellco
103
Limitations on Liability
104
Amendments to Transfer and Servicing Agreement
104
Resignation and Termination of Servicer
104
Notice Obligations of Cellco
106
Receivables
107


2


 
Receivables, Group 1 Assets and Series 2022-4 Assets
107
Description of the Receivables
108
Criteria for Selecting the Receivables
108
Composition of the Receivables
109
Additional Receivables
114
Series 2022-4 Concentration Limits
114
Representations About the Receivables
116
Asset Representations Review
117
Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments
120
Dispute Resolution
123
Review of Receivables
125
Static Pool Information
126
Description of the Notes
126
Pool Balance and Required Pool Balance
126
Allocation of Group 1 Available Funds
127
Series 2022-4 Available Funds
127
Payments of Interest
127
Payments of Principal
128
Revolving Period
129
Amortization Period
129
Earliest Redemption Date; Optional Redemption of the Notes
130
Anticipated Redemption Date
131
Make-Whole Payments
131
Priority of Payments
131
Post-Acceleration Priority of Payments
134
Controlling Class; Voting Rights
135
Events of Default
135
Notes Owned by Transaction Parties
138
List of Noteholders
138
Noteholder Communications
138
 
Satisfaction and Discharge of Indenture
139
Amendments to Master Collateral Agreement
139
Amendments to Indenture
141
Equity Interest
142
Book-Entry Registration
142
Definitive Securities
144
Computing the Outstanding Note Balance of the Notes
145
Credit and Payment Enhancement
145
Reserve Account
145
Letter of Credit
146
Subordination
147
Overcollateralization
147
Excess Spread
148
Credit Risk Retention
148
U.S. Credit Risk Retention
148
EU Risk Retention
154
UK Risk Retention
155
EU Securitization Regulation
157
UK Securitization Regulation
159
Some Important Legal Considerations
162
Matters Relating to Bankruptcy
162
Security Interests in Receivables
167
Realization on the Receivables
168
Use of Proceeds
169
Transaction Fees and Expenses
170
Fees and Expenses for the Notes
170
Monthly Investor Reports
171
Annual Compliance Reports
173
U.S. Federal Income Tax Consequences
174
Tax Characterization of the Trust
175
Tax Consequences to U.S. Owners
175
Tax Consequences to Foreign Owners of the Notes
177
Backup Withholding
178
Possible Alternative Treatments of the Notes
179



3


 
Foreign Account Tax Compliance
179
Reportable Transactions
179
Material State Tax Consequences
179
Certain Considerations for ERISA and Other Benefit Plans
180
General Investment Considerations for Fiduciaries Investing Plan Assets
180
Prohibited Transactions
180
Benefit Plans Not Subject to ERISA or the Code
181
Additional Considerations
182
Affiliations and Relationships and Related Transactions
182
Where You Can Find More Information About Your Notes
183
 
The Trust
183
The Depositor
183
Static Pool Data
184
Legal Proceedings
184
Underwriting
184
Legal Opinions
187
Available Information
187
Schedule I: Glossary of Defined Terms
S‑I-1
Annex A: Static Pool Data: Vintage Pools
A‑1
Annex B: Static Pool Data: Receivables
B‑1
Annex C: Static Pool Data: Prior Securitized Pools
C‑1
Annex D: Other Group 1 Series of Credit Extensions Outstanding
D‑1


4


IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS
This prospectus has been prepared by Verizon ABS II LLC, as depositor, and Cellco Partnership d/b/a Verizon Wireless, as sponsor. The U.S. Securities and Exchange Commission (the “SEC”) allows us to “incorporate by reference” information filed with it by the issuing entity or by the depositor on behalf of the issuing entity, which means that we can disclose important information to you by referring you to those documents.  Verizon ABS II LLC has met the registrant requirements of General Instruction I.A.1 of Form SF-3.  The information incorporated by reference is considered to be part of this prospectus.  Information that we file later with the SEC will automatically update the information in this prospectus.  In all cases, you should rely on the later information over different information included in this prospectus.  We will incorporate by reference the issuing entity’s latest annual report on Form 10-K that contains financial statements for the issuing entity’s latest fiscal year for which a Form 10-K was required to be filed.  We note however that the issuing entity does not expect to include financial statements in its reports on Form 10-K.  We also incorporate by reference any current reports on Form 8-K or any distribution reports on Form 10-D filed with the SEC by or on behalf of the issuing entity pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), before the termination of the offering of the notes.
In making your investment decision, you should rely only on the information contained or incorporated by reference in this prospectus.  We and the underwriters have not authorized anyone to provide you with any other information.  If you receive any other information, you should not rely on it.
We and the underwriters are offering to sell the notes only in places where offers and sales are permitted.
You should not assume that the information contained or incorporated by reference in this prospectus is accurate as of any date other than the date of such information.
READING THIS PROSPECTUS
This prospectus begins with the following brief introductory sections:

Trust and Transaction Structure Diagram – illustrates the structure of the trust, this securitization transaction and the credit and payment enhancement available for the notes,

Transaction Credit and Payment Enhancement Diagram – illustrates the credit and payment enhancement available for the notes on the closing date and how credit and payment enhancement is used to absorb losses on the receivables,

Transaction Parties and Documents Diagram – illustrates the role of each transaction party and the obligations that are governed by each transaction document relating to the notes,

Transaction Payments Diagram – illustrates how series 2022-4 available funds will be paid on each payment date,

Summary  describes the transaction parties, the main terms of the issuance of and payments on the notes, the assets of the issuing entity, the cash flows in this securitization transaction and the credit and payment enhancement available for the notes, and

Risk Factors – describes the most significant risks of investing in the notes.
The other sections of this prospectus contain more detailed descriptions of the parties to this securitization transaction, the assets of the issuing entity and the servicing of the assets, the notes and the structure of this securitization transaction.  Cross-references refer you to more detailed descriptions of a
5


particular topic or related information elsewhere in this prospectus.  The Table of Contents contains references to key topics.  The information set forth in Schedule I, Annex A, Annex B, Annex C and Annex D is deemed to be a part of and is incorporated into this prospectus.
Capitalized terms used in this prospectus, if not defined when first used, will have the meanings ascribed thereto in “Schedule I—Glossary of Defined Terms.”
FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that we incorporate by reference, contains both historical and forward-looking statements. These forward-looking statements are not historical facts, but only predictions and generally can be identified by use of statements that include phrases such as “will,” “may,” “should,” “continue,” “anticipate,” “believe,” “expect,” “plan,” “appear,” “project,” “estimate,” “intend,” or other words or phrases of similar import. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. These forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated. Factors that could materially affect these forward-looking statements can be found in this prospectus and our periodic reports filed with the SEC.
Potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this prospectus are made only as of the date of this prospectus, and we undertake no obligation to update publicly these forward-looking statements to reflect new information, future events or otherwise, except as and to the extent required by the federal securities laws. In light of these risks, uncertainties and assumptions, the forward-looking events might or might not occur. We cannot assure you that projected results or events will be achieved.
COPIES OF THE DOCUMENTS
If you have received a copy of this prospectus, you may request a copy of any information that we have incorporated by reference in this prospectus, excluding any exhibit to that information unless the exhibit is specifically incorporated by reference in that information, at no cost by contacting Verizon ABS II LLC at the following address or telephone number:
Verizon ABS II LLC
One Verizon Way
Basking Ridge, New Jersey 07920
Telephone number: 212-395-1525
Attention: Investor Relations
You may also read these materials through the SEC’s EDGAR system at http://www.sec.gov.
NOTE LEGEND
Each note will bear the following legend:
“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
6


AN INTEREST OR PARTICIPATION IN THIS NOTE), IS DEEMED TO REPRESENT THAT ITS PURCHASE, HOLDING AND DISPOSITION OF THIS NOTE (OR AN INTEREST OR PARTICIPATION IN THIS NOTE) DOES NOT AND WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE DUE TO THE APPLICABILITY OF A STATUTORY OR ADMINISTRATIVE EXEMPTION FROM THE PROHIBITED TRANSACTION RULES (OR, IF THE HOLDER IS SUBJECT TO ANY SIMILAR LAW, ITS PURCHASE, HOLDING AND DISPOSITION DOES NOT AND WILL NOT RESULT IN A NON-EXEMPT VIOLATION OF THE SIMILAR LAW).”
NOTICE TO INVESTORS: UNITED KINGDOM

THIS PROSPECTUS MAY ONLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED IN THE UNITED KINGDOM (THE “UK”) TO PERSONS (I) HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFYING AS INVESTMENT PROFESSIONALS UNDER ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”), OR (II) FALLING WITHIN ARTICLE 49(2) (A)-(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC.) OF THE ORDER OR (III) TO WHOM THIS PROSPECTUS MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED WITHOUT THE NEED FOR SUCH PROSPECTUS TO BE APPROVED, MADE OR DIRECTED BY AN “AUTHORISED PERSON” (AS DEFINED BY SECTION 31(2) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (THE “FSMA”)) UNDER SECTION 21 OF THE FSMA (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). NEITHER THIS PROSPECTUS NOR THE NOTES ARE OR WILL BE AVAILABLE TO PERSONS IN THE UK WHO ARE NOT RELEVANT PERSONS AND THIS PROSPECTUS MUST NOT BE ACTED ON OR RELIED ON IN THE UK BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PROSPECTUS RELATES, INCLUDING THE NOTES, IS AVAILABLE IN THE UK ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN, IN THE UK, ONLY WITH RELEVANT PERSONS.  THE COMMUNICATION OF THIS PROSPECTUS TO ANY PERSON IN THE UK WHO IS NOT A RELEVANT PERSON IS UNAUTHORIZED AND MAY CONTRAVENE THE FSMA.

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY UK RETAIL INVESTOR IN THE UK. FOR THESE PURPOSES, A “UK RETAIL INVESTOR” MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2 OF REGULATION (EU) 2017/565 AS IT FORMS PART OF THE DOMESTIC LAW OF THE UK BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE “EUWA”); OR (II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FSMA AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97 (AS AMENDED), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF REGULATION (EU) NO 600/2014 AS IT FORMS PART OF THE DOMESTIC LAW OF THE UK BY VIRTUE OF THE EUWA; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN ARTICLE 2 OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF THE DOMESTIC LAW OF THE UK BY VIRTUE OF THE EUWA, AND AS AMENDED (THE “UK PROSPECTUS REGULATION”). CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 AS IT FORMS PART OF THE DOMESTIC LAW OF THE UK BY VIRTUE OF THE EUWA, AND AS AMENDED (THE “UK PRIIPS REGULATION”) FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO UK RETAIL INVESTORS IN THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY UK RETAIL INVESTOR IN THE UK MAY BE UNLAWFUL UNDER THE UK PRIIPS REGULATION.

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSES OF THE UK PROSPECTUS REGULATION.

7




NOTICE TO INVESTORS: EUROPEAN ECONOMIC AREA

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY EU RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA (THE “EEA”). FOR THESE PURPOSES, AN “EU RETAIL INVESTOR” MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU, AS AMENDED (“MIFID II”); OR (II) 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 (III) NOT A QUALIFIED INVESTOR AS DEFINED IN ARTICLE 2 OF REGULATION (EU) 2017/1129, AS AMENDED (THE “PROSPECTUS REGULATION”). CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE “PRIIPS REGULATION”) FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO EU RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY EU RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSES OF THE PROSPECTUS REGULATION.




8

TRUST AND TRANSACTION STRUCTURE DIAGRAM
The following diagram provides a simplified overview of the structure of the Trust, this securitization transaction and the credit and payment enhancement available for the Notes.  You should read this prospectus in its entirety for a more detailed description of this securitization transaction.


(1)
The Certificates are held by the Depositor and Verizon DPPA True-up Trust, as nominee of the Originators and equityholder of the Additional Transferor, which is another Delaware statutory trust similar to the Trust, which is beneficially owned by the Originators.  The Certificates represent the ownership interest in the Trust and are entitled to (i) distributions of the Transferor’s Allocation on each Payment Date, (ii) any collections on or proceeds of any Trust DPPAs allocated to any other Series not needed to make payments on the related Credit Extensions, or to make any other required payments or deposits according to the priority of payments for such Series and (iii) investment earnings on amounts held in the Collection Account or any Series Bank Accounts.  Series 2022-4 also includes the Class R Interest, which represents an “eligible horizontal residual interest” pursuant to the U.S. Risk Retention Rules representing the right to any Series 2022-4 Available Funds not needed on any Payment Date to make payments on the Notes, or to make any other required payments or deposits according to the priority of payments described under “Description of the Notes—Priority of Payments.”  For more details about the Class R Interest, see “Credit Risk Retention.”
(2)
The Trust has issued four other Series of notes (Series 2021-1, Series 2021-2, Series 2022-1 and Series 2022-2) and has entered into two Series of loans (Loan Series 2021-A and Loan Series 2021-B).  The Trust expects to issue another Series of notes (Series 2022-3) on the Closing Date, and expects to issue or enter into in the future other Series of notes and loans.  The notes and loans of any Series are secured by all of the Trust’s assets but are only entitled to the portion of collections on and proceeds of the Trust DPPAs designated to the related Group that are allocated to it under the transaction documents, except to the extent Trust DPPAs designated to any other Group are sold upon the occurrence of an Event of Default and an acceleration of the Notes in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default.”
(3)
On the Closing Date, the Reserve Account will be fully funded with an amount equal to $6,027,397.26, which is the Required Reserve Amount as of the Closing Date.  For more details about the Reserve Account, you should read “Credit and Payment Enhancement—Reserve Account.”
(4)
All Notes other than the Class C Notes benefit from subordination of more junior classes to more senior classes.  The order of subordination varies depending on whether interest or principal is being paid and whether an Event of Default that results in acceleration has occurred.  For more details about subordination, you should read “Description of the Notes—Priority of Payments, Post-Acceleration Priority of Payments” and “Credit and Payment Enhancement—Subordination.”
(5)
Overcollateralization is the amount by which, on any date of determination, (x) the Series 2022-4 Allocated Pool Balance exceeds (y) the aggregate Note Balance of the Notes.  The Series 2022-4 Required Overcollateralization Percentage is 8.75% and the Series 2022-4 Required Overcollateralization Amount is initially equal to $52,739,726.03.  For more details about overcollateralization, you should read “Credit and Payment Enhancement—Overcollateralization.”
(6)
Excess spread for Series 2022-4 on any Payment Date will be equal to the excess of (i) the product of (a) the Series 2022-4 Discount Rate and (b) the Series 2022-4 Available Funds for such Payment Date over (ii) the sum of (a) the aggregate amount of interest payments required to be made on the Notes on such Payment Date and (b) the aggregate amount of senior fees and expenses of the Trust that are allocated to Series 2022-4 on such Payment Date.


9

TRANSACTION CREDIT AND PAYMENT ENHANCEMENT DIAGRAM
This diagram is a simplified overview of the credit and payment enhancement available for the Notes on the Closing Date and how credit and payment enhancement is used to absorb losses on the Receivables.  If losses on the Receivables and other shortfalls in cash flows exceed the amount of available credit and payment enhancement, the amount available to make payments on the Notes will be reduced to the extent of these losses.  The risk of loss will be borne first by the Class C Notes, then the Class B Notes, and finally, the Class A Notes.  You should read this prospectus completely, including “Credit and Payment Enhancement,” for more details about the credit and payment enhancement available for the Notes.
________________________
(1)
All Notes other than the Class C Notes benefit from subordination of more junior classes to more senior classes.  The order of the subordination varies depending on whether interest or principal is being paid and whether an Event of Default that results in acceleration has occurred.  For more details about subordination, you should read “Description of the Notes—Priority of Payments, Post-Acceleration Priority of Payments” and “Credit and Payment Enhancement—Subordination.”
(2)
On the Closing Date, the Reserve Account will be fully funded with an amount equal to $6,027,397.26, which is the Required Reserve Amount as of the Closing Date.  For more details about the Reserve Account, you should read “Credit and Payment Enhancement—Reserve Account.”
(3)
Overcollateralization is the amount by which, on any date of determination, (x) the Series 2022-4 Allocated Pool Balance exceeds (y) the aggregate Note Balance of the Notes.  The Series 2022-4 Required Overcollateralization Percentage is 8.75% and the Series 2022-4 Required Overcollateralization Amount is initially equal to $52,739,726.03.  For more details about overcollateralization, you should read “Credit and Payment Enhancement—Overcollateralization.”
(4)
Excess spread for Series 2022-4 on any Payment Date will be equal to the excess of (i) the product of (a) the Series 2022-4 Discount Rate and (b) the Series 2022-4 Available Funds for such Payment Date over (ii) the sum of (a) the aggregate amount of interest payments required to be made on the Notes on such Payment Date and (b) the aggregate amount of senior fees and expenses of the Trust that are allocated to Series 2022-4 on such Payment Date.
10

TRANSACTION PARTIES AND DOCUMENTS DIAGRAM
The following diagram shows the role of each transaction party and the obligations that are governed by each transaction document relating to the Notes.

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TRANSACTION PAYMENTS DIAGRAM
This diagram shows how Series 2022-4 Available Funds will be paid on each Payment Date.  The priority of payments shown in this diagram will apply unless the Notes are accelerated after an Event of Default.  You should read this prospectus completely, including “Description of the Notes—Priority of Payments” and “—Post-Acceleration Priority of Payments,” for more details about the priority of payments for the Notes.




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SUMMARY
This summary describes the transaction parties, the main terms of the issuance of and payments on the Notes, the Receivables, the cash flows in this securitization transaction and the credit and payment enhancement available for the Notes.  It does not contain all of the information that you should consider in making your investment decision.  To understand fully the terms of the Notes and the transaction structure, you should read this prospectus, especially “Risk Factors” beginning on page 36, in its entirety, including any documents incorporated by reference herein. Capitalized terms used in this prospectus, if not defined when first used, will have the meanings ascribed thereto in “Schedule I—Glossary of Defined Terms.”
Transaction Overview
Cellco Partnership d/b/a Verizon Wireless and other affiliates of Verizon Communications Inc. originate device payment plan agreements for consumer customers and business customers (each, a “Device Payment Plan Agreement”).  The issuing entity is a master trust that owns a revolving pool of Device Payment Plan Agreements originated by the Originators, including all amounts received and applied on, and all proceeds of, those Device Payment Plan Agreements after the end of the calendar day on the related cutoff date.  We refer to the issuing entity as the “Trust” and the Device Payment Plan Agreements owned by the Trust as the “Trust DPPAs.”  The Trust has issued four other series of notes and has entered into two series of loans, as described under “Other Group 1 Series” below.  The Trust expects to issue another series of notes on the Closing Date, and expects to issue or enter into in the future other series of notes and loans.  Each series of notes issued by the Trust or loans entered into by the Trust is referred to as a “Series” and the related notes or loans are referred to as “Credit Extensions.”  Each Series of Credit Extensions will be secured by all of the Trust DPPAs. For purposes of allocations of cash flows to a particular Series, the Trust (or the Administrator, on behalf of the Trust) has designated and will designate the Trust DPPAs into different pools, called “Groups.”  Initially, all Trust DPPAs will be designated to Group 1.  In the future, for purposes of allocations of cash flows, Trust DPPAs may be designated to different Groups. The Series 2022-4 notes (the “Notes”) will be allocated collections solely from the revolving pool of Trust DPPAs and related rights designated to Group 1, which Trust DPPAs are referred to as the “Receivables.” The Notes will not be entitled to receive collections on or proceeds of any Trust DPPAs other than the Receivables, except to the extent Trust DPPAs designated to any other Group are sold upon the occurrence of an Event of Default and an
acceleration of the Notes, in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default.”  We refer to each Series related to Group 1 as a “Group 1 Series,” all Credit Extensions that are part of a Group 1 Series as “Group 1 Credit Extensions” and the holders of such Group 1 Credit Extensions as “Group 1 Creditors.”  The Group 1 Credit Extensions are only entitled to the portion of Collections on and proceeds of the Receivables that are allocated to it under the transaction documents. Other Group 1 Series may have different discount rates, eligibility criteria, concentration limits, interest rates, required overcollateralization percentages, revolving periods, amortization events, anticipated redemption dates, final maturity dates and/or other characteristics than Series 2022-4.  The conditions described under “The Trust—Issuance of Additional Group 1 Series” in this prospectus must be satisfied in connection with any new issuance of a Group 1 Series.
No information is provided in this prospectus with respect to any Trust DPPAs other than the Receivables, other than as specifically set forth under “Servicing the Receivables and the Securitization Transaction” and in Annex A or any Credit Extensions other than the Notes, except for certain information with respect to prior securitized pools of the Sponsor set forth in Annex C and the Group 1 Credit Extensions set forth in Annex D.
The equity interest in the Trust is represented by the Certificates, which are not offered by this prospectus.  The Depositor and Verizon DPPA True-up Trust hold the Certificates.  Verizon DPPA True-up Trust is a majority owned affiliate of the Sponsor and is beneficially owned by the Originators. The Certificates do not have an interest rate.
Each of the Originators and the Additional Transferor have transferred prior to the Closing


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Date and are expected to transfer from time to time after the Closing Date all of its right, title and interest in certain Device Payment Plan Agreements to the Depositor, who has transferred and will transfer all of its right, title and interest in such Device Payment Plan Agreements to the Trust.  On the Closing Date, the Trust will issue the Notes and sell the Notes to the underwriters who will sell them to investors.  The net proceeds from the sale of the Notes may be used by the Trust to acquire Device Payment Plan Agreements from the Originators and the Additional Transferor, to make the initial deposit in the Reserve Account, to redeem other Credit Extensions, to make payments of principal on any other Credit Extensions (to the extent permitted thereby) and for other general corporate purposes.
Transaction Parties
Sponsor, Servicer, Custodian, Marketing Agent and Administrator
Cellco Partnership d/b/a Verizon Wireless is a Delaware general partnership and a subsidiary of Verizon Communications.
Cellco will be the Sponsor of the securitization transaction in which the Notes will be issued.   As Sponsor, Cellco will be responsible for structuring the securitization transaction, selecting the transaction parties and (together with its affiliates) paying the costs and expenses of forming and maintaining the Trust, legal fees of some of the transaction parties, rating agency fees for rating the Notes and other transaction expenses.
Cellco is the Servicer, the Custodian and the Marketing Agent and the Administrator for the Trust.
As Servicer, Cellco is responsible for collecting payments on the Receivables and administering payoffs, prepayments, defaults and delinquencies, as further described under “Servicing the Receivables and the Securitization Transaction—Servicing Obligations of Cellco.”  Cellco will also act as Custodian and maintain custody of the Receivable files, as further described under “Servicing the Receivables and the Securitization Transaction—Custodial Obligations of Cellco.”
Cellco, in its capacity as Marketing Agent, will, or will cause the Originators to, make certain prepayments, apply certain credits on the
 
Receivables and manage certain account transfers, as further described under “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments.
Cellco, in its capacity as Administrator of the Trust, will perform certain administrative duties of the Trust pursuant to the terms of the Administration Agreement, as further described under “Sponsor, Servicer, Custodian, Marketing Agent and Administrator” and will (on behalf of the Trust) be responsible for selecting Device Payment Plan Agreements for transfer to the Trust from time to time, for designating Trust DPPAs to a Group and, subject to the conditions set forth under “The Trust—Addition of Receivables,” re-designating Trust DPPAs previously designated to a Group that does not relate to any Outstanding Credit Extensions to another Group.
Although Cellco is responsible for the performance of its obligations as Sponsor, Servicer, Custodian, Marketing Agent and Administrator, certain affiliates or third parties may undertake the actual performance of those obligations, as permitted by the terms of the transaction documents.
For more information about the Sponsor, Servicer, Custodian, Marketing Agent and Administrator, you should read “Sponsor, Servicer, Custodian, Marketing Agent and Administrator.”
Depositor
Verizon ABS II LLC is a Delaware limited liability company and a special purpose company wholly owned by Cellco.
Issuing Entity or Trust
Verizon Master Trust is a Delaware statutory trust governed by the Trust Agreement and will issue the Notes.  The Trust was formed on February 3, 2021.
Originators
Cellco and certain other affiliates of Verizon Communications are the Originators who have originated or will originate the Receivables under contracts entered into by Verizon Wireless Services, as agent of each Originator or another affiliated agent as may be appointed by the


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Originators from time to time.  All of the Originators originate the Receivables under the same underwriting guidelines as determined by the Sponsor.  For additional information regarding the Originators, see “The Originators.”
Additional Transferor
Verizon DPPA Master Trust is a Delaware statutory trust.  All Device Payment Plan Agreements owned by Verizon DPPA Master Trust and subsequently transferred to the Trust were or will be originated by the Originators.  For additional information regarding Verizon DPPA Master Trust, see “The Additional Transferor.”
Parent Support Provider
Verizon Communications Inc. is a Delaware corporation.  Under the Parent Support Agreement, Verizon Communications will guarantee the payment obligations of the Originators and Cellco, in its capacities as Servicer and Marketing Agent, including, but not limited to, their respective reacquisition, acquisition and prepayment obligations.  The Parent Support Provider will not guarantee any payments on the Notes or any payments on the Receivables.  For additional information regarding the obligations of the Parent Support Provider, see “Parent Support Provider,” “Origination and Description of Device Payment Plan Agreement Receivables—Upgrade Offers,” “—Account Creditsand “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments.
Master Collateral Agent
U.S. Bank National Association is a national banking association.
Owner Trustee
Wilmington Trust, National Association is a national banking association.
Indenture Trustee and Paying Agent
U.S. Bank National Association is a national banking association.
Asset Representations Reviewer
Pentalpha Surveillance LLC is a Delaware limited liability company.
 
True-up Trust
Verizon DPPA True-up Trust is a Delaware statutory trust beneficially owned by the Originators.  The True-up Trust is also the equityholder of the Additional Transferor.
Closing Date
May 25, 2022.  The Trust expects to issue the Notes on or about the Closing Date.
Revolving Period
The period beginning on the Closing Date and ending on the date when the Amortization Period begins. In no event will the Revolving Period end later than the Anticipated Redemption Date.
Amortization Period
The period beginning on the Payment Date on or immediately following the occurrence of an Amortization Event and ending on the Final Maturity Date or an earlier date on which the Notes are paid in full.  For additional information, see “Amortization Events” below.
Cutoff Date
The Trust will be entitled to Collections on each Receivable on and after the related Cutoff Date.
Statistical Calculation Date
April 10, 2022.
Statistical Information
The statistical information in this prospectus is based on the Receivables as of the Statistical Calculation Date.  The pool of Receivables on the Closing Date may (i) not include certain Receivables designated to Group 1 as of the Statistical Calculation Date as a result of payments in full or delinquencies on certain Device Payment Plan Agreements after the Statistical Calculation Date and other reasons for which the Device Payment Plan Agreements would not constitute Eligible Receivables for Group 1 as of the Cutoff Date related to the Closing Date and (ii) include other Receivables designated to Group 1 after the Statistical Calculation Date.  The characteristics of the Receivables on the Closing Date may not be identical to, but are not expected to differ

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materially from, the characteristics of the pool of Receivables described in this prospectus.
Collection Period
The period commencing on the first day of the applicable month and ending on the last day of the applicable month; provided that, for any Payment Date, the applicable month will be the immediately preceding calendar month.
Notes
The Notes will consist of the following classes:
 
Initial Note Balance
 
 
Interest Rate
 
Class A Notes
$488,200,000
 
  3.40%(1)
Class B Notes
$  42,100,000
 
  3.64%(1)
Class C Notes
$  19,700,000
 
  3.89%(1)
_________
(1) 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 as set forth under “—Priority of Payments” below.

 In addition to the Notes, Series 2022-4 will also include the Class R Interests, which will not have a principal balance, will not accrue interest and will only be entitled to certain excess cash flow.
Final Maturity Dates
The Final Maturity Date for each class of Notes is the date on which the entire Note Balance of that class of Notes is due and payable.  Any failure to pay the Note Balance of a class of Notes in full on its Final Maturity Date constitutes an Event of Default.

Class A Notes: November 20, 2028.
Class B Notes: November 20, 2028.
Class C Notes: November 20, 2028.

Series 2022-4 Discount Rate
9.19%.
 
Earliest Redemption Date; Optional Redemption of the Notes
The Trust may not effect an Optional Redemption prior to the Earliest Redemption Date, which is the Payment Date occurring in June 2023.  Certificateholders representing 100% of the voting interests of the Certificates, with the consent of the Administrator, on behalf of the Trust, have the right to direct the Trust to exercise an Optional Redemption of the Notes, in whole but not in part, on any date on or after the Earliest 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.
The Trust may not exercise an Optional Redemption unless all principal of, and accrued and unpaid interest on, the Notes, and any applicable Make-Whole Payments and Additional Interest Amounts due and payable on that date, and all other amounts payable by the Trust with respect to Series 2022-4, 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 date, are paid in full in connection therewith.
The Trust may redeem the Notes with any amounts available to it for such purpose, including distributions on the Certificates, proceeds of the issuance of another Series, proceeds of sales of Receivables to another Verizon special purpose entity and/or a third-party purchaser, amounts on deposit in the Principal Funding Account and the Reserve Account or capital contributions by the Certificateholders.
Other Group 1 Series may have the same or different optional redemption rights. Certificateholders may elect to exercise these optional redemption rights in their discretion, and the election to redeem any Group 1 Series will not require the Trust to redeem any other Group 1 Series.
Anticipated Redemption Date
The Notes are expected (but are not required) to be redeemed by the Trust by the Anticipated Redemption Date, which is the Payment Date occurring in May 2025.  If the Notes have not been redeemed by the Anticipated

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Redemption Date, an Amortization Event will occur and, 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 as set forth under “—Priority of Payments” below.  Notwithstanding the foregoing, the failure to redeem the Notes by the Anticipated Redemption Date will not constitute an Event of Default.
No Make-Whole Payment will be payable in connection with any Optional Redemption of the Notes on or after the First Par Redemption Date.
Any Optional Redemption of the Notes on or prior to the Anticipated Redemption Date must satisfy the requirements for redemption set forth under “—Earliest Redemption Date; Optional Redemption of the Notes” above.
Make-Whole Payments
A Make-Whole Payment will be due in connection with any Optional Redemption of the Notes on any date on or after the Earliest Redemption Date but prior to the First Par Redemption Date.  No Make-Whole Payment will be payable in connection with any Optional Redemption of the Notes on or after the First Par Redemption Date.  The failure to pay any Make-Whole Payments due on the Final Maturity Date will constitute an Event of Default with respect to Series 2022-4 and all amounts payable on the Notes may be declared immediately due and payable.
Form and Minimum Denomination
The Notes will be issued in book-entry form and will be available in minimum denominations of $1,000 and in multiples of $1,000 in excess thereof.
Payment Dates
The 20th day of each month (or, if not a Business Day, the next Business Day).  The first Payment Date will be on June 21, 2022.
 
Allocation of Group 1 Available Funds
The Servicer will allocate Group 1 Available Funds to:

Series 2022-4;

other Group 1 Series; and

the Certificates.
The Series 2022-4 Available Funds for any Payment Date will be equal to the sum of (i) the product of (x) the Series 2022-4 Allocation Percentage and (y) Group 1 Available Funds for the related Collection Period and (ii) any amounts released from the Principal Funding Account for such Payment Date.  Prior to each Payment Date, Group 1 Available Funds allocable to Series 2022-4 for such Payment Date will be withdrawn by the Master Collateral Agent from the Collection Account, as directed by the Servicer, and remitted to the Distribution Account.
Series 2022-4 Concentration Limits
The Series 2022-4 Concentration Limits are the tests below used to calculate the Series 2022-4 Excess Concentration Amount.  The Series 2022-4 Excess Concentration Amount is the sum of the following amounts, without duplication:
(i) for all Receivables:

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

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

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(ii) for Consumer Receivables only:

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

the amount by which the aggregate Principal Balance of Consumer Receivables with Consumer Obligors for whom FICO® Scores are not available exceeds 4.50% of the Pool Balance of all Consumer Receivables,
(iii) for Business Receivables only:

the amount by which the aggregate Principal Balance of Business Receivables exceeds 10.00% of the Pool Balance.
The FICO® Score used for purposes of the Series 2022-4 Concentration Limits above refers to a Consumer Obligor’s FICO® Score 8 and is calculated on or about the date on which the Consumer Receivable was originated.  For a description of the calculation of each Obligor’s Customer Tenure, see “Origination and Description of Device Payment Plan Agreement Receivables—Origination Characteristics.”
The Series 2022-4 Concentration Limits are solely for the purposes of calculating the Series 2022-4 Excess Concentration Amount, which is used to calculate the Series 2022-4 Allocation Percentage.  Series 2022-4 will be entitled to Collections, and exposed to delinquencies and defaults, on Receivables which, in the aggregate, have Principal Balances that are in excess of the Series 2022-4 Concentration Limits.
Payments of Interest
On each Payment Date, the Trust will pay to the Noteholders the interest that accrued on the Notes during the Accrual Period immediately
 
preceding that Payment Date.  Interest, including any Additional Interest Amounts, will be paid, first, to the Class A Notes, then to the Class B Notes and then to the Class C Notes.
With respect to each Payment Date, interest on each class of Notes will accrue on a “30/360” day basis from and including the 20th day of the calendar month immediately preceding that Payment Date to but excluding the 20th day of the calendar month in which that Payment Date occurs (or, in the case of the first Payment Date, from and including the Closing Date to but excluding June 20, 2022).  This means that the interest due on the Class A Notes, Class B Notes and Class C Notes on each Payment Date will be the product of: (i) the Note Balance of such class of Notes on that Payment Date, before giving effect to any payments made on that date; (ii) the applicable interest rate on such class of Notes for that Payment Date; and (iii) 30 (or, in the case of the first Payment Date, the number of days from and including the Closing Date to but excluding June 20, 2022 (assuming a 30-day calendar month)) divided by 360.
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 as set forth under “—Priority of Payments” below.  With respect to each Payment Date, Additional Interest Amounts on each class of Notes will accrue on a “30/360” day basis from and including the 20th day of the calendar month immediately preceding that Payment Date to but excluding the 20th day of the calendar month in which that Payment Date occurs.  The failure to pay Additional Interest Amounts accrued on any Payment Date will not be an Event of Default.
For a more detailed description of the payment of interest on the Notes, you should read “Description of the Notes—Payments of Interest.”
Payments of 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 in accordance with the terms described in this prospectus.

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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 priorities set forth under “—Priority of Payments” below, such amounts will be deposited into the Principal Funding Account on such Payment Date in accordance with such priorities, to the extent of Series 2022-4 Available Funds, in lieu of such amounts being applied to pay principal on the Notes on such Payment Date.
It is expected that the Notes will be subject to an Optional Redemption on or prior to the Anticipated Redemption Date.  If the Notes have not been redeemed as of the Anticipated Redemption Date, an Amortization Event will occur and the Amortization Period will begin.
On each Payment Date during the Amortization Period, the Trust will make Priority Principal Payments on the Notes, to the extent of Series 2022-4 Available Funds available therefor, sequentially to the Class A Notes, the Class B Notes and the Class C Notes, in that order, in each case until such class of Notes is paid in full.  On each Payment Date on which Make-Whole Payments are due and payable on the Notes, the Trust will make such Make-Whole Payments, to the extent of Series 2022-4 Available Funds available therefor, sequentially to the Class A Notes, the Class B Notes and the Class C Notes, in that order, in each case until such class of Notes is paid in full.  See “—Priority of Payments” below.
For a more detailed description of the payment of principal of the Notes, you should read “Description of the Notes—Payments of Principal.”  For more information about the Amortization Events, you should read “Description of the Notes—Amortization Period.”
Group 1 Assets
The assets of the Trust designated to Group 1 will consist of:

the Receivables and Collections on the Receivables received after the end of the calendar day on the applicable Cutoff Date (other than net recoveries on Written-Off Receivables, including any proceeds from the sale of a wireless device securing a Receivable, which will be retained by the Servicer as a supplemental servicing fee),
 

funds in the Collection Account in respect of the Receivables,

rights of the Trust under the Transfer and Servicing Agreement, the Receivables Transfer Agreements and the other transaction documents in respect of the Receivables,

rights to funds from (i) the reacquisition by Originators or the acquisition by the Servicer (in the case of Receivables transferred by the Additional Transferor or designated to Group 1 on a Designation Date), as applicable, of Receivables that, as of the applicable Cutoff Date, were not Eligible Receivables, (ii) the acquisition by the Servicer of Receivables that breach certain covenants, (iii) the reacquisition by Originators or the acquisition by the Servicer (in the case of Receivables transferred by the Additional Transferor), as applicable, of secured Receivables (that are not Written-Off Receivables) if the related Obligor becomes the subject of a bankruptcy proceeding and Verizon Wireless accepts the surrender of the related wireless device in satisfaction of the Receivable, (iv) the acquisition by the Marketing Agent or the reacquisition by an Originator of Receivables that are subject to certain transfers, (v) Credit Payments and Upgrade Prepayments made by the Marketing Agent or an Originator in respect of the Receivables, and (vi) any amounts remitted by the Parent Support Provider under the Parent Support Agreement in respect of the Receivables, and

all proceeds of the above.
Series 2022-4 Assets
Certain assets will be specifically designated to Series 2022-4, and no other Series will have an interest in such assets.  These assets will consist of:

funds in the Series Bank Accounts, and

if applicable, any amounts drawn under any Letter of Credit.

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Group Percentage and ARR Series Allocation Percentage
Certain fees and expenses of the Trust will be allocated to Group 1 based on the Group 1 Percentage and further allocated to Series 2022-4 based on the Series 2022-4 Group Allocated Percentage. As of the Closing Date, the Group 1 Percentage will be equal to 100% and the Series 2022-4 Group Allocated Percentage will be equal to 4.77%.  Fees and expenses of the Asset Representations Reviewer will be allocated to Series 2022-4 based on the Series 2022-4 ARR Series Allocation Percentage.  As of the Closing Date, the Series 2022-4 ARR Series Allocation Percentage will be equal to 9.56%.
Servicing Fees
On each Payment Date, the Trust will pay the Servicer the Servicing Fee with respect to that Payment Date.  On each Payment Date, the Trust will pay the Series 2022-4 Allocation Percentage of the Servicing Fee from Series 2022-4 Available Funds.  In addition, the Servicer will be entitled to retain as a supplemental servicing fee any net recoveries on Written-Off Receivables (including any proceeds from the sale of a wireless device securing a Receivable), late fees, if any, and certain other administrative and similar fees and charges on the Receivables.
Also, any successor servicer is entitled to (i) a one-time successor servicer engagement fee of $150,000, payable on the first Payment Date after it assumes its duties as successor servicer and (ii) a monthly supplemental successor servicing fee equal to the product of the Series 2022-4 Group Allocated Percentage and the excess, if any, of $425,000 over the Servicing Fee. The Trust will pay the Series 2022-4 Group Allocated Percentage of such amounts from Series 2022-4 Available Funds.
Master Collateral Agent and Trustee Fees
The Master Collateral Agent will be entitled to a fee in connection with the performance of its duties under the transaction documents.  The Trust will pay the Master Collateral Agent a monthly fee equal to $1,666.67.  The Master Collateral Agent will also be entitled to reimbursement or payment by the Trust for all fees, expenses and indemnification amounts incurred by it in connection with the performance of its duties under the applicable transaction
 
documents. The Trust will pay the Series 2022-4 Group Allocated Percentage of such amounts from Series 2022-4 Available Funds.
The Owner Trustee will be entitled to a fee in connection with the performance of its duties under the transaction documents.  The Trust will pay the Owner Trustee an annual fee equal to $5,000, payable on the Payment Date occurring in July of each calendar year, which began in July 2021, plus an additional annual fee of $15,000 per Series, payable on the first Payment Date for each such Series and then each calendar year thereafter.  The Owner Trustee will also be entitled to reimbursement or payment by the Trust for all fees, expenses and indemnification amounts incurred by it in connection with the performance of its duties under the applicable transaction documents. The Trust will pay the Series 2022-4 Group Allocated Percentage of such amounts from Series 2022-4 Available Funds.
The Indenture Trustee will be entitled to a fee in connection with the performance of its duties under the Indenture.  The Trust will pay the Indenture Trustee a monthly fee equal to $1,250.  The Indenture Trustee will also be entitled to reimbursement or payment by the Trust for all fees, expenses and indemnification amounts incurred by it in connection with the performance of its duties under the Indenture. The Trust will pay such amounts from Series 2022-4 Available Funds.
Letter of Credit Provider Fees
After the Closing Date, the Trust or Verizon Communications may cause a Letter of Credit to be issued by a Letter of Credit Provider, subject to the satisfaction of the Rating Agency Condition.  Any Letter of Credit Provider will be entitled to a fee in connection with the performance of its duties under the Letter of Credit.  The Trust will pay the Letter of Credit Provider a fee determined at the time the related Letter of Credit is issued.  The Letter of Credit Provider will also be entitled to reimbursement or payment by the Trust for all costs, expenses and indemnification amounts incurred by it in connection with the performance of its duties under the Letter of Credit.  The Trust will pay such amounts from Series 2022-4 Available Funds on each Payment Date in accordance with the priority set forth under “—Priority of Payments” below or at such other more senior priority that is

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set forth in a supplement to the Indenture and that satisfies the Rating Agency Condition.
Asset Representations Reviewer Fees
The Asset Representations Reviewer will be entitled to certain fees in connection with the performance of its duties under the Asset Representations Review Agreement.  The Trust will pay the Asset Representations Reviewer a monthly fee equal to $416.67.  The Trust will pay the Series 2022-4 ARR Series Allocation Percentage of such amounts from Series 2022-4 Available Funds.  In the event an Asset Representations Review occurs, the Asset Representations Reviewer will be entitled to a one-time fee of $50,000, as described under “Asset Representations Reviewer.”  The Trust will pay such amounts from Group 1 Available Funds and the Trust will pay the Series 2022-4 ARR Series Allocation Percentage of such amounts from Series 2022-4 Available Funds.  The Asset Representations Reviewer will also be entitled to reimbursement or payment by the Trust for all fees, expenses and indemnification amounts incurred by it in connection with the performance of its duties under the Asset Representations Review Agreement.  The Trust will pay the Series 2022-4 ARR Series Allocation Percentage of such amounts from Series 2022-4 Available Funds.
Collections and Other Deposits
Unless Cellco meets the Monthly Remittance Condition, Cellco will deposit all Collections into the Collection Account within two (2) Business Days after identification by Cellco of receipt of good funds.
In addition, as described under “Origination and Description of Device Payment Plan Agreement Receivables—Upgrade Offers,” “—Account Credits,” “Servicing the Receivables and the Securitization Transaction—Servicer Modifications and Obligation to Acquire Receivables,” and  “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments,” under the circumstances specified therein, an Originator, the Servicer or the Marketing Agent, as applicable, will be required to remit certain amounts from time to time into the Collection Account with respect to upgrades, Credit Payments, account transfers,
 
reacquisitions of Receivables and acquisitions of Receivables, as applicable.
The Receivables
The Receivables are Device Payment Plan Agreements for wireless devices sold or financed by the Originators.  These wireless devices include a variety of new or certified pre-owned smartphones and other handsets, wireless-enabled internet devices, such as tablets and other wireless-enabled connected devices, such as smart watches, and may in the future include other devices that utilize a wireless connection or related accessories. The criteria for determining whether each Receivable is a Series 2022-4 Eligible Receivable is described under “ReceivablesCriteria for Selecting the Receivables.” The eligibility criteria for Series 2022-4 are solely for the purposes of determining the Ineligible Amount for Series 2022-4, which is used to calculate the Series 2022-4 Allocation Percentage.  Series 2022-4 will be entitled to Collections, and exposed to delinquencies and defaults, on Receivables that do not qualify as Series 2022-4 Eligible Receivables.
Below is a summary of the characteristics of the Receivables as of the Statistical Calculation Date.  Unless otherwise specified, all information concerning the Receivables presented throughout this prospectus is based on the Receivables as of the Statistical Calculation Date. All percentages and averages are based on the aggregate Principal Balance of such Receivables as of the Statistical Calculation Date unless otherwise stated.
Number of Receivables  
20,982,631
Aggregate Principal Balance
$12,866,753,168.47
Average Principal Balance  
$613.21
Average monthly payment  
$29.53
Weighted average remaining installments (in months)(1)
23
Weighted average FICO® Score of Consumer Obligors under Consumer Receivables(1)(2)(3)
718
Percentage of Consumer Receivables with Consumer Obligors
without a FICO® Score(3)  
3.40%
Geographic concentration (Top 3 States)(4)
 
     California  
10.45%
     Texas  
6.22%
     Florida  
6.14%
Weighted average Customer Tenure (in months)(1)(5)
109
Percentage of Receivables with Obligors with smartphones
92.36%
Percentage of Receivables with other wireless devices
7.64%
Percentage of Consumer Receivables
90.24%
Percentage of Business Receivables  
9.76%
___________________

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(1)
Weighted averages are weighted by the aggregate Principal Balance of the applicable Receivables as of the Statistical Calculation Date.
(2)
Excludes Consumer Receivables that have Consumer Obligors who did not have FICO® Scores because they are individuals with minimal or no recent credit history.
(3)
This FICO® Score reflects the FICO® Score 8 of the related Consumer Obligor under a Consumer Receivable. The FICO® Score is calculated with respect to each Consumer Obligor on or about the date on which such Consumer Receivable was originated.
(4)
Based on the billing addresses of the Obligors under the Receivables.
(5)
For a complete description of the calculation of Customer Tenure included in this summary, see “Origination and Description of Device Payment Plan Agreement Receivables—Origination Characteristics.

The characteristics of the Receivables on the Closing Date may not be identical to, but are not expected to differ materially from, the characteristics of the pool of Receivables described in this prospectus as of the Statistical Calculation Date.
The pool of Receivables may change every day depending on the number of Device Payment Plan Agreements transferred to the Trust and designated to Group 1, any sales of Receivables by the Trust, the amortization of the Receivables and, subject to the conditions set forth under “The Trust—Addition of Receivables,” the re-designation of Trust DPPAs previously designated to a Group that does not relate to any Outstanding Credit Extensions to Group 1. The Trust may acquire Device Payment Plan Agreements from the Depositor that the Depositor acquired from the Originators and the Additional Transferor for designation to Group 1 at any time.  At any time after Trust DPPAs are acquired by the Trust, the Trust (or the Administrator, on behalf of the Trust), with the consent of the Servicer, may re-designate Trust DPPAs previously designated to a Group that does not relate to any Outstanding Credit Extensions to Group 1, subject to the conditions set forth under “The Trust—Addition of Receivables.”  In no event may Receivables be re-designated from Group 1 to another Group while any Credit Extensions related to Group 1 remain Outstanding.  Receivables may also be released or transferred from the Trust so long as no Pool Balance Deficit results and certain other conditions are satisfied.
For more information about the characteristics of the Receivables as of the Statistical Calculation Date, you should read “Receivables—Composition of the Receivables.”
Cellco does not consider any of the Receivables to have been originated pursuant to exceptions to its underwriting criteria.  For more information regarding Verizon Wireless’ underwriting criteria see “Origination and Description of Device
 
Payment Plan Agreement Receivables—Underwriting Criteria.
Additional Receivables
From time to time, the Trust may acquire additional Device Payment Plan Agreements for the Receivables Transfer Amount from the Depositor that the Depositor acquired from the Originators and the Additional Transferor and designate such Device Payment Plan Agreements to Group 1, but only if those Device Payment Plan Agreements are Eligible Receivables as of the related Cutoff Date.  For more information regarding additional Receivables, see “Receivables—Additional Receivables.”
Amortization Events
The Amortization Period will begin on the Payment Date on or immediately following the occurrence of an Amortization Event (including an Amortization Event resulting from the failure to redeem the Notes as of the Anticipated Redemption Date), and end on the Final Maturity Date or an earlier date on which the Notes are paid in full.
During the Amortization Period, the Notes will receive payments of principal in the amounts and in accordance with the priorities set forth under “—Priority of Payments” below.
For a more detailed description of the Amortization Period, you should read “Description of the Notes—Amortization Period.”
Each of the following will be Amortization Events for Series 2022-4:

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

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,

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

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

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 Receivables which became Written-Off Receivables during each of the three (3) prior Collection Periods by the Pool Balance as of the first day of each of those Collection Periods, multiplied by four (4), exceeds 10.00%,

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 Receivables that are ninety-one (91) days or more delinquent at the end of each of the three (3) prior Collection Periods by the Pool Balance as of the last day of each of those Collection Periods, divided by three (3), exceeds 2.00%,

with respect to any Payment Date, the Series 2022-4 Allocated Pool Balance is less than 50.00% of (x) the aggregate Note Balance minus (y) the amount on deposit in the Principal Funding Account, in each case as of such Payment Date,

as of any date of determination, the Discounted Series Invested Amount for Series 2022-4 is greater than the excess of (i) the Pool Balance over (ii) the sum of (x) the Ineligible Amount for Series 2022-4 and (y) the Series 2022-4 Excess Concentration Amount,

a Servicer Termination Event has occurred and is continuing, or
 

an Event of Default has occurred and is continuing.
If an Amortization Event occurs on a Payment Date (including immediately following distributions made on that Payment Date), the Amortization Period will begin on that Payment Date.  If an Amortization Event occurs on any date that is not a Payment Date, the Amortization Period will begin on the immediately following Payment Date.
For a more detailed description of the Amortization Events, you should read “Description of the Notes—Amortization Period.”
Events of Default
Each of the following are Events of Default with respect to Group 1:
failure to pay interest (other than any additional interest amounts, if applicable) due on any Group 1 Credit Extension of the controlling class of any Group 1 Series within thirty-five (35) days after any Payment Date,
failure to pay the Outstanding principal amount or make-whole payments (as applicable) on any Group 1 Credit Extension on the related final maturity date,
failure by the Trust to observe or perform any material covenant or agreement in any Primary Series Document, or any representation or warranty of the Trust made in any Primary Series Document or in any officer’s certificate delivered in connection with any Primary Series Document is incorrect in any material respect when made, and, in either case, (x) has a material adverse effect on the Group 1 Creditors, and (y) is not cured for a period of ninety (90) days after written notice was given to the Trust by the Master Collateral Agent or to the Trust and the Master Collateral Agent by Creditor Representatives representing Group 1 Series with Credit Extensions comprising at least 25% of the aggregate Outstanding principal amount of all Group 1 Credit Extensions, or
a bankruptcy or dissolution of the Trust.
If an Event of Default occurs because of bankruptcy or dissolution of the Trust, the Notes

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will be accelerated and declared due and payable automatically.  If an Event of Default (other than an Event of Default caused by the bankruptcy or dissolution of the Trust) occurs, the Indenture Trustee or the holders of a majority of the Note Balance of the Controlling Class may accelerate the Notes and declare the Notes to be immediately due and payable.  If an Event of Default has occurred and is continuing, the Revolving Period will end and the Amortization Period will begin.  Following an acceleration of the Notes, any Series 2022-4 Available Funds will be paid according to the post-acceleration priority of payments described under “Description of the Notes—Post Acceleration Priority of Payments.”
If an Event of Default occurs, such Event of Default will also occur with respect to each other Group 1 Series, though the Creditors of each Group 1 Series may make independent determinations as to whether to exercise remedies following such Event of Default, including whether to declare the related Credit Extensions to be due and payable; provided, however, after the occurrence of an Event of Default and an acceleration of the Notes, the Master Collateral Agent may only cause the Trust to sell the Receivables and other assets of the Trust designated to Group 1 (and, in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default,” other Trust DPPAs designated to any other Group) upon the satisfaction of the conditions set forth under “Description of the Notes—Events of Default—Remedies Following Event of Default.”  If an Event of Default has occurred and the Notes have been accelerated and the Master Collateral Agent has been directed to cause the Trust to sell the Receivables and other assets of the Trust designated to Group 1 (and which may also include, in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default,” other Trust DPPAs designated to any other Group) in accordance with the procedures set forth under “Description of the Notes—Events of Default—Remedies Following Event of Default,” the Credit Extensions of all Group 1 Series will be deemed to have been accelerated and declared due and payable, notwithstanding that the Creditors of any Group 1 Series may have directed the related Group 1 Creditor Representative to waive such Event of Default or vote against any such sale of the Receivables and other assets of the Trust designated to Group
 
1 (and, in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default,” other Trust DPPAs designated to any other Group).  The Credit Extensions related to other Groups may have the same or different events of default as the Events of Default, and the Group 1 Creditors will have no right to vote or direct the Master Collateral Agent in connection with the exercise of remedies upon the occurrence any event of default for any Group other than an Event of Default.
The failure to redeem the Notes as of the Anticipated Redemption Date will not constitute an Event of Default.
For a more detailed description of the Events of Default, you should read “Description of the Notes—Events of Default.”
Servicer Termination Events
Each of the following events are Servicer Termination Events under the Transfer and Servicing Agreement:

(x) the Servicer fails to deposit, or deliver to the Master Collateral Agent for deposit, any collections or payments in respect of the Trust DPPAs required to be delivered under the Transfer and Servicing Agreement; (y) so long as Cellco is the Servicer, the Marketing Agent fails to deposit, or to cause the related Originators to deposit, into the Collection Account any prepayments in respect of the Trust DPPAs required by Upgrade Contracts under an Upgrade Program required to be delivered under the Transfer and Servicing Agreement, or (z) so long as Cellco is the Servicer, the Parent Support Provider fails to make any payments with respect to the items set forth in clause (x) or clause (y) above, to the extent the Servicer, or the Marketing Agent or any related Originator, respectively, fails to do so, and, in each case, which failure continues for five (5) Business Days after the Servicer, the Marketing Agent or the Parent Support Provider, as applicable, receives written notice of the failure from the Master Collateral Agent or a responsible person of the Servicer, the Marketing Agent or the Parent Support
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Provider, as applicable, obtains actual knowledge of the failure; or

the Servicer (including in its capacity as Custodian) fails to fulfill its duties under the Transfer and Servicing Agreement (other than pursuant to the immediately preceding bullet point or the immediately following bullet point), which failure has a material adverse effect on the Creditors and continues for ninety (90) days after the Servicer receives written notice of the failure from the Master Collateral Agent or the Majority Trust Creditor Representatives, or

so long as Cellco is the Servicer, failure by (i) the Marketing Agent to make, or to cause the related Originator to make, any payments required to be paid by the Marketing Agent in respect of the Trust DPPAs, including without limitation Credit Payments or payments relating to the acquisition by the Marketing Agent or the related Originator of Trust DPPAs that are subject to certain transfers, but not including prepayments required by Upgrade Contracts under an Upgrade Program, or (ii) the Parent Support Provider to make any payments set forth in clause (i) above, to the extent that the Marketing Agent or the related Originator fails to do so, in either case, that continues for ten (10) Business Days after the Marketing Agent or Parent Support Provider, as applicable, receives written notice of the failure from the Master Collateral Agent, or a responsible person of the Marketing Agent or the Parent Support Provider, as applicable, obtains actual knowledge of the failure, or

certain insolvency events of the Servicer;
provided, however, that a delay or failure of performance referred to under the first, second or third bullet point above for an additional period of sixty (60) days will not constitute a Servicer Termination Event if that delay or failure was caused by force majeure or other similar occurrence.
Holders of Notes will not have the right to cause the Trust to terminate the Servicer and appoint a successor servicer unless Majority Trust Creditor
 
Representatives direct the Master Collateral Agent to do so.
For a more detailed description of the Servicer Termination Events you should read “Servicing the Receivables and the Securitization Transaction—Resignation and Termination of Servicer.”
Priority of Payments
On each Payment Date, the Servicer will instruct the Paying Agent to use Series 2022-4 Available Funds to make payments and deposits in the order of priority listed below.  This priority will apply unless the Notes are accelerated after an Event of Default.
(1)
Transaction Fees and Expenses — pro rata (A) to the Master Collateral Agent, the Series 2022-4 Group Allocated Percentage of all amounts due, including (x) fees due to the Master Collateral Agent and (y) expenses and indemnities due to the Master Collateral Agent, up to a maximum aggregate amount, in the case of clause (y), of $200,000 per year for all Group 1 Series in the aggregate; (B) to the Owner Trustee, the Series 2022-4 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, the Series 2022-4 ARR Series Allocation Percentage of all amounts due, including (x) fees due to the Asset Representations Reviewer (including fees due in connection with any Asset Representations Review) 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 (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 (other than an Event of Default set forth in clause (iii) of the definition thereof),

25


 

the caps on expenses and indemnities in this clause (1) will not apply; provided further that on the Payment Date occurring in December of each calendar year, each such party will have the right to reimbursement from any unused portion of the cap allocated to another party to the extent that the expenses and indemnities reimbursable to such party exceed the related allocated amount at the end of such calendar year,
(2)
Servicing Fee — to the Servicer, the Series 2022-4 Allocation Percentage of the Servicing Fee, and to any successor servicer, the Series 2022-4 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,
(3)
Class A Note Interest — to the Noteholders of the Class A Notes, interest due on the Class A Notes,
(4)
First Priority Principal Payment — (a) during the Revolving Period, for deposit to the Principal Funding Account and (b) during the Amortization Period, to the Noteholders, sequentially by class, in the order set forth under “—Payments of Principal” above, in either case, an amount equal to the excess, if any, of (x) the aggregate Note Balance of the Class A Notes as of the immediately preceding Payment Date (or, for the initial Payment Date, as of the Closing Date) over (y) the Series 2022-4 Allocated Pool Balance, if any,
(5)
Class B Note Interest — to the Noteholders of the Class B Notes, interest due on the Class B Notes,
(6)
Second Priority Principal Payment — (a) during the Revolving Period, for deposit to the Principal Funding Account and (b) during the Amortization Period, to the Noteholders, sequentially by class, in the order set forth under “—Payments of Principal” above, in either case, an amount equal to the excess, if any, of (x) the aggregate Note Balance of the Class A Notes and Class B Notes as of the immediately preceding Payment Date (or, for the initial Payment Date, as of the Closing Date) over (y) the sum of the Series
 

2022-4 Allocated Pool Balance and any First Priority Principal Payment, if any,
(7)
Class C Note Interest — to the Noteholders of the Class C Notes, interest due on the Class C Notes,
(8)
Third Priority Principal Payment — (a) during the Revolving Period, for deposit to the Principal Funding Account and (b) during the Amortization Period, to the Noteholders, sequentially by class, in the order set forth under “—Payments of Principal” above, in either case, an amount equal to the excess, if any, of (x) the aggregate Note Balance of the Class A Notes, Class B Notes and Class C Notes as of the immediately preceding Payment Date (or, for the initial Payment Date, as of the Closing Date) over (y) the sum of the Series 2022-4 Allocated Pool Balance and any First Priority Principal Payment and any Second Priority Principal Payment, if any,
(9)
Reserve Account — (1) 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 (2) 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,
(10)
Regular Priority Principal Payment — (a) during the Revolving Period, for deposit to the Principal Funding Account, an amount (not less than zero) equal to the excess, if any, of (x) the product of the Series 2022-4 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 the current Payment Date and (b) during the Amortization Period, to the Noteholders, sequentially by class, in the order set forth under “—Payments of Principal” above, an amount (not less than zero) equal to the excess, if any, of the aggregate Note Balance of the Class A Notes, Class B Notes and Class C Notes as of the immediately

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preceding Payment Date (or for the initial Payment Date, as of the Closing Date) over the sum of any First Priority Principal Payment, Second Priority Principal Payment and Third Priority Principal Payment for the current Payment Date, if any,
(11)
Supplemental Successor Servicing Fee – to any successor servicer, the product of the Series 2022-4 Group Allocated Percentage and the excess, if any, of $425,000 over the Servicing Fee,
(12)
Additional Interest Amounts — to the Noteholders, any accrued and unpaid Additional Interest Amounts due on the Notes, payable sequentially by class, in the order set forth under “—Payments of Interest” above,
(13)
Make-Whole — to the Noteholders, any Make-Whole Payments due on the Notes, payable sequentially by class, in the order set forth under “—Payments of Principal” above,
(14)
Additional Fees and Expenses — pro rata, (A) to the Indenture Trustee, all remaining amounts due but not paid under priority (1) above, (B) to the Master Collateral Agent and the Owner Trustee, the Series 2022-4 Group Allocated Percentage of all remaining amounts due to the extent not paid under priority (1) above, (C) to the Asset Representations Reviewer, the Series 2022-4 ARR Series Allocation Percentage of all remaining amounts due to the extent not paid under priority (1) above and (D) to the Administrator, reimbursement of fees and expenses of the Master Collateral Agent, the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer paid by the Administrator on behalf of the Trust pursuant to the Administration Agreement,
(15)
Additional Trust Expenses — to any other parties as the Administrator has identified, any remaining expenses of the Trust, up to the Series 2022-4 Group Allocated Percentage of such amounts,
(16)
Letter of Credit Provider Fees — 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
 
(17)
Class R Interest — to the Class R Interest, all remaining Series 2022-4 Available Funds.
For a more detailed description of the priority of payments on each Payment Date, you should read “Description of the Notes—Priority of Payments.”
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 clauses (4), (6), (8) or (10) above, such amounts will be deposited pursuant to such clauses on such Payment Date into the Principal Funding Account, to the extent of Series 2022-4 Available Funds.  Amounts, if any, on deposit in the Principal Funding Account shall remain on deposit therein, except to be applied as follows:

in the event that, immediately following distributions on any Payment Date (a) the Revolving Period is in effect and (b) the Series 2022-4 Allocated Pool Balance exceeds the Adjusted Series Invested Amount for Series 2022-4, the amount of such excess (to the extent on deposit in the Principal Funding Account) will be withdrawn from the Principal Funding Account and remitted to the Distribution Account on the immediately succeeding Payment Date to be included as Series 2022-4 Available Funds on such immediately succeeding Payment Date,

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

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 “—Payments of Principal” above, until the aggregate Note Balance of the Class A Notes, Class B Notes and Class C Notes is reduced to zero.

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If Series 2022-4 Available Funds are insufficient to cover all amounts payable under priorities (1) through (8), the Servicer will direct the Paying Agent to withdraw the amount of the shortfall first, from the Reserve Account to the extent available and, if applicable, second, draw on any Letter of Credit for the amount of any remaining shortfall and distribute such amounts pursuant to such priorities.
If Series 2022-4 Available Funds to be used under priorities (4), (6), (8) and (10), together with the amount in the Reserve Account plus, if applicable, the amount available under any Letter of Credit, on any Payment Date during the Amortization Period are sufficient to pay the Notes in full, the amount in the Reserve Account plus, if applicable, the amount available under any Letter of Credit will be used to pay the Notes in full.
Following the acceleration of the Notes after the occurrence of an Event of Default, the priority of payments will be as described under “Description of the Notes—Post-Acceleration Priority of Payments.”
Credit and Payment Enhancement
Credit and payment enhancement provides protection against losses on the Receivables and potential shortfalls in the amount of cash available to Series 2022-4 to make required payments.  If losses on the Receivables and other shortfalls in cash flows exceed the amount of available credit and payment enhancement, the amount available to make payments on the Notes will be reduced to the extent of these losses.  The risk of loss will be borne first by the Class C Notes, then the Class B Notes, and finally, the Class A Notes.
The following credit and payment enhancement will be available to the Notes.  The credit enhancement described below is available only for Series 2022-4.  Series 2022-4 will not be entitled to the credit and payment enhancement available to any other Group 1 Series.
Reserve Account
On the Closing Date, the Trust will make a deposit into the Reserve Account from the net proceeds of the sale of the Notes in an amount equal to the Required Reserve Amount.  In addition, after the Closing Date, subject to the
 
requirements set forth under “—Letter of Credit” below, the Trust or Verizon Communications may cause a Letter of Credit to be issued by a Letter of Credit Provider for an amount, together with amounts on deposit in the Reserve Account, equal to the Required Reserve Amount.  Thereafter, on each Payment Date, the amount on deposit in the Reserve Account plus amounts available under any Letter of Credit will be required to equal the Required Reserve Amount.  The Trust may from time to time satisfy its obligations to maintain the Required Reserve Amount through amounts on deposit in the Reserve Account, maintenance of a Letter of Credit, or any combination thereof.  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.
If the amount on deposit in the Reserve Account together with amounts available under any Letter of Credit on any Payment Date during the Revolving Period does not equal the Required Reserve Amount, an Amortization Event will occur.
On each Payment Date, the Servicer will direct the Paying Agent to withdraw any amount in the Reserve Account above the Required Reserve Amount and apply those funds as Series 2022-4 Available Funds.  In connection with any Optional Redemption, all amounts on deposit in the Reserve Account will be withdrawn and applied to pay any amounts due in connection therewith.
If, on any Payment Date, Series 2022-4 Available Funds are insufficient to pay the fees, expenses and indemnities of the Master Collateral Agent, the Indenture Trustee, the Owner Trustee, the Asset Representations Reviewer and the Servicer set forth in priorities (1) and (2) under “Description of the Notes—Priority of Payments,” make interest payments and any First Priority Principal Payment, Second Priority Principal Payment and Third Priority Principal Payment on the Notes (or required to be deposited into the Principal Funding Account, as applicable), the Servicer will direct the Paying Agent to first, withdraw funds from the Reserve Account and second, if applicable, draw on amounts available under any Letter of Credit to cover the shortfalls and apply such amounts in accordance with the

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priorities set forth under “Description of the Notes—Priority of Payments.”
If amounts are drawn under any Letter of Credit and withdrawn from the Reserve Account on any Payment Date (other than a Payment Date on which the Notes are paid in full), on subsequent Payment Dates, the Paying Agent will, from Series 2022-4 Available Funds, first, if applicable, remit to the Letter of Credit Provider and second deposit into the Reserve Account (after making all payments more senior in priority as set forth under “Description of the Notes—Priority of Payments”) an amount equal to the Reserve Deposit Amount.
For more information about the Reserve Account, you should read “Credit and Payment Enhancement—Reserve Account.”
Letter of Credit
On the Closing Date, there will not be a Letter of Credit.  After the Closing Date, the Trust or Verizon Communications may cause a Letter of Credit to be issued by a Letter of Credit Provider, subject to the satisfaction of the Rating Agency Condition.  Under any such Letter of Credit, the Letter of Credit Provider will issue a standby credit for the benefit of the Notes for an amount, together with amounts on deposit in the Reserve Account, equal to the Required Reserve Amount.  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.
If the amount on deposit in the Reserve Account together with amounts available under any Letter of Credit on any Payment Date during the Revolving Period does not equal the Required Reserve Amount, an Amortization Event will occur.
As described under “—Reserve Account” above, if, on any Payment Date, amounts are required to be withdrawn from the Reserve Account in order to cover certain shortfalls, these amounts will first be withdrawn from amounts on deposit in the Reserve Account and second, be drawn from the amount available under any Letter of Credit, and such amounts will be applied in accordance with the priorities set forth under “Description of the
 
Notes—Priority of Payments.”  If amounts are drawn under any Letter of Credit and withdrawn from the Reserve Account on any Payment Date (other than a Payment Date on which the Notes are paid in full), on subsequent Payment Dates, the Paying Agent will, from Series 2022-4 Available Funds, first, if applicable, remit to the Letter of Credit Provider and second deposit into the Reserve Account (after making all payments more senior in priority as set forth under “Description of the Notes—Priority of Payments”) an amount equal to the Reserve Deposit Amount.  On any Payment Date on which amounts are reimbursed to the Letter of Credit Provider for amounts drawn on any Letter of Credit, interest accrued on the drawn amount will also be paid to the Letter of Credit Provider to the extent set forth in the related Letter of Credit.
For more information about any Letter of Credit, you should read “Credit and Payment Enhancement—Letter of Credit.”

Subordination
On each Payment Date, interest will be paid, first, on the Class A Notes, then on the Class B Notes and then on the Class C Notes.  The Trust will not pay interest on any subordinated class of Notes until all interest payments due on all more senior classes of Notes are paid in full.
On each Payment Date during the Amortization Period, the Trust will pay principal sequentially, beginning with the Class A Notes, and will not pay principal of any subordinated class of Notes until the Note Balances of all more senior classes of Notes are paid in full.  In addition, if a Priority Principal Payment (other than a Regular Priority Principal Payment) is required on any Payment Date, the Trust will pay such required Priority Principal Payment to the most senior class of Notes Outstanding (or make the corresponding deposit into the Principal Funding Account, as applicable) prior to the payment of interest on the more subordinated Notes on that Payment Date, as set forth under “Description of the Notes—Priority of Payments.”
For a more detailed description of the priority of payments, including changes to the priority after an Event of Default and acceleration of the Notes, you should read “Description of the Notes—Priority of Payments,” “—Post-Acceleration Priority of Payments” and “Credit and Payment Enhancement—Subordination.”

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Overcollateralization
Overcollateralization is the amount by which (x) the Series 2022-4 Allocated Pool Balance exceeds (y) the aggregate Note Balance of the Notes.  Overcollateralization means there will be excess Collections on Receivables allocated to Series 2022-4 that will be available to cover shortfalls in Collections resulting from losses on the other Receivables.
The Series 2022-4 Required Overcollateralization Percentage is 8.75%.  As of the Closing Date, the Series 2022-4 Required Overcollateralization Amount will be $52,739,726.03.
For a more detailed description of overcollateralization, you should read “Credit and Payment Enhancement—Overcollateralization.”
Excess Spread
Excess spread for Series 2022-4 on any Payment Date will be equal to the excess of (i) the product of (a) the Series 2022-4 Discount Rate and (b) the Series 2022-4 Available Funds for such Payment Date over (ii) the sum of (a) the aggregate amount of interest payments required to be made on the Notes on such Payment Date and (b) the aggregate amount of senior fees and expenses of the Trust that are allocated to Series 2022-4 on such Payment Date.  The amount of excess spread on any Payment Date is part of Collections for such Payment Date.
Acquisitions or Reacquisitions of Receivables; Credit Payments and Upgrade Prepayments
Each Originator will severally represent and warrant that the Receivables originated by it and transferred by it to the Depositor and by the Depositor to the Trust for designation to Group 1 are Eligible Receivables as of the related Cutoff Date, though the Originators will not be required to make any representation that such Receivables constitute Series 2022-4 Eligible Receivables.  In addition, the Servicer will represent and warrant that the Receivables transferred by the Additional Transferor to the Depositor and by the Depositor to the Trust for designation to Group 1 are Eligible Receivables as of the related Cutoff Date, though the Servicer will not be required to make any representation that such Receivables constitute Series 2022-4 Eligible Receivables.  In addition, in the event that
 
any Trust DPPAs are designated to Group 1 on a Designation Date, the Servicer will represent and warrant that such Receivables are Eligible Receivables as of the related Cutoff Date, though the Servicer will not be required to make any representation that such Receivables constitute Series 2022-4 Eligible Receivables. If any eligibility representation or warranty with respect to a Receivable is later discovered to have been untrue when made, then that Receivable was not eligible to be designated to Group 1.  If the breach is a Material Breach, the related Originator or the Servicer, as applicable, will have the option to cure the breach. If the breach is not cured in all material respects by the end of the applicable grace period, then the related Originator or Originators or the Servicer, as applicable, must reacquire or acquire all Receivables for which this eligibility representation or warranty has been breached.  For more information about the representations and reacquisition and acquisition obligations, see “Receivables—Representations About the Receivables” and “—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments.”  Notwithstanding the foregoing, if any of the eligibility representations or warranties made by an Originator or the Servicer (in the case of Receivables transferred by the Additional Transferor or designated to Group 1 on a Designation Date) about a Receivable was inaccurate when made so that the Receivable was not an Eligible Receivable as of the related Cutoff Date but such inaccuracy does not affect the ability of the Trust to receive and retain payment in full on the related Receivable on the terms and conditions and within the timeframe set forth in the underlying Device Payment Plan Agreement, such inaccuracy will not constitute a breach of the representations or warranties of the related Originator or the Servicer and the related Originator or the Servicer, as applicable, will not be required to reacquire or acquire the related Receivable.
Under the Transfer and Servicing Agreement, if, with respect to a Receivable, the Servicer (x) materially breaches a covenant related to the Receivable, (y) makes certain modifications including if it (i) cancels a Receivable or reduces or waives (including with respect to any Upgrade Offer) the remaining balance of the Receivable or any portion thereof and/or as a result the monthly payment due thereunder, (ii) modifies, supplements, amends or revises a Receivable to grant the Obligor thereunder a contractual right to

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upgrade the related wireless device or (iii) grants payment extensions resulting in the final payment date of a Receivable being later than the Collection Period immediately preceding the final maturity date for the latest maturing Group 1 Credit Extension or (z) impairs in any material respect the rights of the Trust or the Group 1 Creditors in the Receivable (other than as permitted by the terms of the Transfer and Servicing Agreement) and fails to correct the impairment in all material respects by the end of the relevant grace period, the Servicer must acquire the Receivable from the Trust.
If an Originator or the Servicer allows a Receivable to be transferred to a different Obligor, any Receivable so transferred will be required to be acquired or reacquired from the Trust by the Marketing Agent or the related Originator.  For a more detailed description of the acquisition obligations of the Servicer and the Marketing Agent, you should read “Servicing the Receivables and the Securitization Transaction—Servicer Modifications and Obligation to Acquire Receivables.”
In addition, each Originator and the Servicer, on behalf of the Additional Transferor, must reacquire or acquire, as applicable, any secured Receivable (that is not a Written-Off Receivable) if the related Obligor becomes the subject of a bankruptcy proceeding and Verizon Wireless accepts the surrender of the related wireless device in satisfaction of the Receivable, subject to certain limitations set forth under “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments.”
The amount to be paid by an Originator, the Servicer or the Marketing Agent in connection with the reacquisition or acquisition of a Receivable set forth in the immediately preceding four paragraphs will be an amount equal to the present value of any remaining amounts due under the related Receivable at the end of the calendar month immediately preceding the date of the reacquisition or acquisition, as applicable (calculated using a discount rate equal to the weighted average discount rate for all Group 1 Series, rounded to the nearest hundredth), reduced by the amount of any related Collections on the Receivable received by the Trust since the end of the calendar month immediately preceding the date of the reacquisition or acquisition, as applicable.
 
In addition, if an Obligor under a Receivable accepts an Upgrade Offer and satisfies the terms and conditions of the resulting Upgrade Contract, the Marketing Agent will be required to prepay, or cause the related Originator to prepay, the remaining balance on the Receivable (after giving effect to any prepayments made by the related Obligor in connection with the related upgrade).  See “Origination and Description of Device Payment Plan Agreement Receivables—Upgrade Offers” and “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments.”  Also, if an Obligor under a Receivable is granted a credit (whether as a one-time credit or a contingent, recurring credit), including the application of a returned security deposit and credits accrued on Verizon’s rewards credit card, and the application of the credit in accordance with the priorities described under “Servicing the Receivables and the Securitization Transaction—Collections and Other Servicing Procedures” results in a reduction in the amount owed by an Obligor under a Receivable, the Marketing Agent will be required to make, or to cause the related Originator to make, a Credit Payment to the Trust in the amount of the reduction.  See “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments.”
Under the Parent Support Agreement, the Parent Support Provider will guarantee amounts due with respect to the reacquisition, acquisition, prepayment and other payment obligations of the Originators, the Marketing Agent and the Servicer, and Collections to be deposited during each Collection Period by the Servicer.  See “Parent Support Provider.”
For a more detailed description of the representations made about the Receivables and the acquisition or reacquisition obligations if these representations are breached, you should read “Receivables—Representations About the Receivables” and “—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments.”  For a more detailed description of Servicer modified Receivables and the acquisition obligation for these Receivables, you should read “Servicing the Receivables and the Securitization Transaction—Servicer Modifications and Obligation to Acquire Receivables.”

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Asset Representations Review
The Asset Representations Reviewer will perform an Asset Representations Review of all ARR Receivables for compliance with the eligibility representations made with respect to those Receivables if:


a Delinquency Trigger for the Receivables occurs, and

the requisite amount of Public Group 1 Noteholders vote to direct an Asset Representations Review.
The Asset Representations Reviewer is not and will not be affiliated with any of the Sponsor, the Depositor, the Servicer, the Marketing Agent, the Originators, the Additional Transferor, the Parent Support Provider, the Master Collateral Agent, the Indenture Trustee, the Owner Trustee or any of their respective affiliates, and has not performed, and is not affiliated with any party hired by the Sponsor or any underwriter to perform, pre-closing due diligence work on the Receivables.

For more information regarding the Asset Representations Review and the Delinquency Trigger with respect to an Asset Representations Review, see “Receivables—Asset Representations Review.”
Dispute Resolution
If a request is made for the reacquisition or acquisition of a Receivable, as applicable, due to a breach of a representation or warranty with respect to that Receivable, and the request is not resolved in the manner set forth in the Receivables Transfer Agreements or Transfer and Servicing Agreement, as applicable, within one-hundred eighty (180) days of receipt of that request, any Public Group 1 Noteholder will have the right to refer the matter to either mediation (including non-binding arbitration) or binding arbitration.

For more information regarding dispute resolution see “Receivables—Dispute Resolution.”
Controlling Class, Voting Rights
Holders of Notes of the Controlling Class will control some decisions on behalf of Series 2022-4, including whether to (i) accelerate the Notes upon an Event of Default and (ii) direct the Indenture Trustee, as Creditor Representative for
 
Series 2022-4, to vote in favor of exercising other remedies following an Event of Default (including whether to vote in favor of causing a sale of the Receivables and other assets of the Trust designated to Group 1, and, in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default,” other Trust DPPAs designated to any other Group), or to vote in favor of enforcing remedies upon or waiving Servicer Termination Events.  Holders of Notes that are not part of the Controlling Class will not have these rights.
The Controlling Class will be the Class A Notes, voting together as a single class, as long as any Class A Notes are Outstanding.  After the Class A Notes are paid in full, the most senior class of Notes Outstanding will be the Controlling Class.
In the event that certain votes or directions may occur or be given under the Master Collateral Agreement by a specified percentage of Group 1 Creditors, the Controlling Class will direct the Indenture Trustee, as Group 1 Creditor Representative for Series 2022-4, as to how it should vote or direct such matters; provided that if any vote or direction under the Master Collateral Agreement requires the consent or direction of Creditor Representatives representing all Credit Extensions, or Group 1 Creditor Representatives representing all Group 1 Credit Extensions, the Indenture Trustee, as Creditor Representative for Series 2022-4, will only vote or give such direction in accordance with the direction of 100% of the Noteholders.  Any such vote or direction by the Indenture Trustee, as Creditor Representative for Series 2022-4, at the direction of the Controlling Class, will be made on behalf of all Noteholders, notwithstanding that such action was taken solely at the direction of the Controlling Class.
Other Group 1 Series
The Trust has issued four other Group 1 Series of notes and has entered into two other Group 1 Series of loans.  In addition, the Trust expects to issue another Group 1 Series of notes on the Closing Date.  The main terms of each such Group 1 Series are summarized in Annex D.  From time to time, the Trust, in its sole discretion, may issue or enter into one or more additional Group 1 Series.  In addition to the requirements set forth in the Master Collateral Agreement, the Trust will (i) provide notice of any such additional

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Group 1 Series to the Group 1 Creditor Representatives for each Outstanding Group 1 Series and each rating agency rating any such Group 1 Credit Extensions and (ii) deliver an officer’s certificate to the Master Collateral Agent certifying that no Event of Default or Servicer Termination Event, or any event that with the giving of notice or passage of time would constitute an Event of Default or Servicer Termination Event, shall have occurred and be continuing or result from issuing or entering into such additional Group 1 Series and no amortization event for any Group 1 Series shall result from issuing or entering into such additional Group 1 Series.
For more information regarding additional Group 1 Series, see “The Trust—Issuance of Additional Group 1 Series.”
Ratings
The Depositor expects that the Notes will receive credit ratings from two (2) nationally recognized statistical rating organizations, or “rating agencies.”
The ratings on the Notes will reflect the likelihood of the timely payment of interest and the ultimate payment of principal of the Notes according to their terms.  The ratings of the Notes will not address the likelihood of payment of Make-Whole Payments or Additional Interest Amounts on the Notes.  Each rating agency rating the Notes will monitor the ratings using its normal surveillance procedures.  Cellco has agreed to provide ongoing information about the Notes and the Receivables to each rating agency.  Any rating agency may change or withdraw an assigned rating at any time.  Any rating action taken by one rating agency may not necessarily be taken by any other rating agency.  No transaction party will be responsible for monitoring any changes to the ratings on the Notes.
Tax Status
Subject to important considerations described under “U.S. Federal Income Tax Consequences” and “Material State Tax Consequences,” Morgan, Lewis & Bockius LLP, special Tax Counsel to the Trust, will deliver its opinion that:

the Notes held by parties unaffiliated with the Trust will be classified as debt for U.S. federal income tax purposes; and

the Trust will not be classified as an association (or a publicly traded
 


partnership), in either case, taxable as a corporation for U.S. federal income tax purposes.
If you purchase the Notes, you will agree to treat the Notes as debt 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.  You should consult your own tax advisor regarding the U.S. federal income tax consequences of the purchase, ownership and disposition of the Notes, and the tax consequences arising under the laws of any state or other taxing jurisdiction.
For additional information regarding the application of U.S. federal and state income tax laws to the Trust and the Notes, you should refer to “U.S. Federal Income Tax Consequences” and “Material State Tax Consequences.”
ERISA Considerations
The Notes generally will be eligible for purchase by Benefit Plans.
For more information about the treatment of the Notes under ERISA, you should read “Certain Considerations for ERISA and Other Benefit Plans.”
Investment Considerations
The Trust is not registered or required to be registered as an “investment company” under the Investment Company Act of 1940, as amended, and in making this determination is relying on the exemption from the definition of “investment company” set forth in Section 3(c)(5) of the Investment Company Act of 1940, as amended, although there may be additional exemptions or exclusions available to the Trust.  The Trust is structured so as not to be a “covered fund” under the regulations adopted to implement Section 619 of the Dodd-Frank Act, commonly known as the “Volcker Rule.”
U.S. Credit Risk Retention Requirements
The U.S. Risk Retention Rules require the Sponsor, either directly or through one or more of its majority-owned affiliates, to retain an economic interest of at least 5% in the credit risk of the Receivables.

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The Sponsor, the other Originators, the Additional Transferor and the True-up Trust are under the common control of Verizon Communications, and therefore, the True-up Trust is a majority-owned affiliate of the Sponsor.
The True-up Trust, as a majority-owned affiliate of the Sponsor, will retain the required economic interest in the credit risk of the Receivables in satisfaction of the Sponsor’s obligations under the U.S. Risk Retention Rules, in the form of a qualifying “seller’s interest” consisting of the Transferor’s Interest (which, among other things, is represented by the Certificates), as wholly offset by an “eligible horizontal residual interest” in Series 2022-4 consisting of the Class R Interest.  The amount of the Transferor’s Interest on the Closing Date and at each subsequent monthly measurement date is required to equal not less than 5% of the aggregate unpaid principal balance of all outstanding investor ABS interests in Group 1, as wholly offset by the percentage represented by the fair value of the Class R Interest, as Series EHRI, of the fair value of all outstanding ABS interests in Series 2022-4 on the Closing Date.  The Certificates represent the interest in each Group not represented by any Series of that Group and are entitled to, among other things, with respect to Group 1, distributions in respect of the Transferor’s Interest on each Payment Date.  In general, the Class R Interest represents the right to all Series 2022-4 Available Funds on any Payment Date not needed to pay fees, expenses and indemnities of the Trust allocated to or otherwise payable by Series 2022-4 or to make interest and principal payments on the Notes, payments, if any, required to reimburse any Letter of Credit Provider for any amounts drawn under the related Letter of Credit together with interest accrued on the drawn amount, any required deposits into the Reserve Account or the Principal Funding Account, any Additional Interest Amounts and Make-Whole Payments payable on that Payment Date.
None of the Sponsor, the Depositor, the Originators, the Additional Transferor, the True-up Trust or any of their affiliates may hedge, sell or transfer the required retention except to the extent permitted by the U.S. Risk Retention Rules.
For more information regarding the risk retention regulations and the Sponsor’s method of compliance with those regulations, see “Credit Risk Retention.”
 
EU and UK Risk Retention Requirements

With reference to the EU Securitization Regulation Rules and the UK Securitization Regulation Rules, in each case as in effect and applicable on the Closing Date (and, save where indicated below, without taking into account any later amendment, supplement or replacement of or to the EU Securitization Regulation Rules, the UK Securitization Regulation Rules or any relevant national measures), the Originators will undertake, as originators for purposes of the EU Securitization Regulation and the UK Securitization Regulation, to retain on an ongoing basis a material net economic interest of not less than 5% in the securitization described in this prospectus, determined in accordance with Article 6 of the EU Securitization Regulation and Article 6 of the UK Securitization Regulation, each as in effect on the Closing Date, in the form of an originator’s interest of not less than 5% of the nominal value of the securitized exposures, as referred to in paragraph (b) of Article 6(3) of the EU Securitization Regulation and paragraph (b) of Article 6(3) of the UK Securitization Regulation, through the True-up Trust’s holding of the EU/UK Retained Interest, as described in more detail in “Credit Risk Retention—EU Risk Retention” and “—UK Risk Retention.”

The Originators shall hold the EU/UK Retained Interest, through their ownership of the beneficial interest in the True-up Trust, on a pro rata basis, in proportion to the total nominal values of the Receivables originated by each of them and outstanding from time to time. The EU/UK Risk Retention Agreement will contain the undertakings to that effect in the form described under “Credit Risk Retention—EU Risk Retention” and “—UK Risk Retention.”

However, except as described in “Credit Risk Retention—EU Risk Retention” and “—UK Risk Retention,” none of the Sponsor, the Depositor, the Originators, the Additional Transferor, the Trust, the Parent Support Provider, the Master Collateral Agent, the Indenture Trustee, the Owner Trustee or any of the underwriters, or any of their respective affiliates, corporate officers, professional advisors or any other transaction party or Person is required by the transaction documents, or intends, to take or refrain from taking any action with regard to the transaction described in this prospectus in a manner prescribed or contemplated by the EU Securitization Regulation Rules or the UK

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Securitization Regulation Rules, or to take any action for purposes of, or in connection with, facilitating or enabling the compliance by any investor with the EU Due Diligence Requirements or the UK Due Diligence Requirements.  In particular, but without limitation, the securitization transaction described in this prospectus is not being structured to ensure compliance by any Person with the transparency and reporting requirements of Article 7 of the EU Securitization Regulation or Article 7 of the UK Securitization Regulation. None of the Originators nor any other party to the transaction described in this prospectus will be required to produce any information or disclosure for purposes of, or in connection with, Article 7 of the EU Securitization Regulation or Article 7 of the UK Securitization Regulation or to take any other action in accordance with, or in a manner contemplated by, such articles.

Prospective investors should analyze their own legal and regulatory position and are encouraged to consult with their own investment and legal advisors, regarding the application of and the compliance with the EU Securitization Regulation, the UK Securitization Regulation or other applicable regulations and the suitability of the Notes for investment.

Failure by EU Affected Investors to comply with one or more of the requirements set out in the EU Securitization Regulation Rules or by UK Affected Investors to comply with one or more of the requirements set out in the UK Securitization Regulation Rules, in either case with respect to an investment in the Notes, may result in the imposition of a penalty regulatory capital charge through additional risk weights levied in respect of the Notes acquired by such investors, or in the imposition of other regulatory sanctions or measures.

Contact Information for the Depositor
Verizon ABS II LLC
One Verizon Way
Basking Ridge, New Jersey 07920
Telephone number: 212-395-1525
Attention: Investor Relations
Contact Information for the Servicer
Cellco Partnership d/b/a Verizon Wireless
One Verizon Way
Basking Ridge, New Jersey 07920
 
Telephone number: 212-395-1525
Attention: Investor Relations
CUSIP Numbers
 
CUSIP
Class A Notes  
92348K AS2
Class B Notes  
92348K AT0
Class C Notes  
92348K AU7

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GLOSSARY
Capitalized terms used in this prospectus, if not defined when first used, will have the meanings ascribed thereto in “Schedule I—Glossary of Defined Terms.”
RISK FACTORS
Investing in the Notes involves risks.  You should carefully consider the following risk factors in deciding whether to purchase any of the Notes.
Summary of Principal Risk Factors
The following is a summary of the principal risk factors applicable to an investment in the Notes:
Risks Relating to the Structure of the Notes and the Trust

The Notes may not be redeemed by the Anticipated Redemption Date, which may result in interest rate risk.

The terms of other Group 1 Series may affect the timing and amounts of the payments on your Notes.

Payment priorities increase the risk of losses or payment delays for certain classes of Notes, and Class B Notes and Class C Notes are subject to greater risk of loss because of subordination.

Principal payments on the Notes may occur earlier than expected, which may result in reinvestment risk.

Principal payments on the Notes may occur later than expected, which may result in interest rate risk.

Your limited control (including over actions of the Trust and over amendments to the transaction documents), and conflicts between classes of Notes and conflicts between different Group 1 Series, may result in losses on your Notes.
Risks Related to the Receivables

Insufficient Collections on the Receivables allocated to Series 2022-4 will result in losses on your Notes.

Limited recoveries on defaulted Receivables and the unavailability of recoveries on Written-Off Receivables may result in losses on your Notes.

From time to time, Receivables may be added or removed, which may decrease the credit quality of the assets of the Trust designated to Group 1 and may impact payments on the Notes.

Performance of the Receivables depends on many factors and may worsen in an economic downturn, which may result in payment delays or losses on your Notes.

The characteristics of the Receivables as of the Statistical Calculation Date may differ from the characteristics of the Receivables on the Closing Date.

Geographic concentration of the Receivables may result in payment delays or losses on your Notes.

Interests of other Persons in the Receivables could reduce funds available to pay your Notes.

Payments on the Receivables will be subordinated to certain other payments by the Obligors, which may result in payment delays or losses on your Notes.

Verizon Wireless’ Upgrade Offers may adversely impact Collections on the Receivables and the timing of principal payments, which may result in reinvestment risk, and may present bankruptcy risks, which may result in losses on your Notes.

The application of credits to Obligor accounts may reduce payments received on the Receivables, which may result in payment delays or losses on your Notes.

Increased delinquencies and defaults may result if an Obligor under a Receivable no longer has a functioning wireless device, which may result in losses on your Notes.

An interruption or degradation of wireless service provided by Verizon Wireless could result in reduced Collections on the Receivables and may result in losses on your Notes.
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A wireless device recall or manufacturing defect may result in delayed payments or losses on your Notes.
Risks Related to Transaction Parties

An Originator’s or the Servicer’s failure to reacquire or acquire Receivables that do not comply with consumer protection laws may result in payment delays or losses on your Notes.

The Servicer’s inability to perform its obligations, or Cellco’s removal or resignation as Servicer, may result in payment delays or losses on your Notes.

The Servicer’s ability to commingle Collections with its own funds may result in payment delays or losses on your Notes.

Conflicts of interest among certain transaction parties may result in losses on your Notes.

The financial condition or bankruptcy of certain transaction parties may affect their ability to perform their obligations, which may result in payment delays or losses on your Notes.
Legal and Regulatory Risks

Federal financial regulatory reform could have an adverse impact on certain transaction parties, which could adversely impact the servicing of the Receivables or the securitization of Device Payment Plan Agreements.

The Notes may not be a suitable investment for investors subject to the EU Securitization Regulation or the UK Securitization Regulation.
Risk Related to Credit Ratings

A reduction, withdrawal or qualification of the ratings on your Notes, or the issuance of unsolicited ratings on your Notes, could adversely affect the market value of your Notes and/or limit your ability to resell your Notes.

The ratings of any Letter of Credit Provider may affect the ratings of the Notes.
Risks Related to Current Events

Adverse events arising from the COVID-19 Pandemic may cause you to incur losses on your Notes.
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Risk Factors
Risks Relating to the Structure of the Notes and the Trust
The Notes may not be redeemed by the Anticipated Redemption Date, and Noteholders will bear all interest rate risk resulting from principal payments on the Notes occurring later than expected
 
The Trust is expected, but is not required, to redeem the Notes by the Anticipated Redemption Date.  The Trust is a special purpose entity with no material assets other than the Receivables and other Trust DPPAs.  Unlike traditional securitizations, where the source of payments to investors is periodic payments on loans or other receivables, this transaction contemplates that the Trust will make a substantial balloon payment on or prior to the Anticipated Redemption Date to redeem the Notes.  The Trust’s ability to redeem the Notes may depend on its ability to issue another Group 1 Series to refinance the Notes or the Trust’s ability to sell Receivables at a sufficiently high price, which, in turn, will depend on a number of factors prevailing at the time such refinancing or sale is required, including but not limited to the market for the Receivables, the availability of credit, prevailing interest rates and general economic conditions.  If the Trust is unable to issue another Group 1 Series to refinance the Notes or to sell Receivables at a sufficiently high price, the Trust may not have sufficient cash available to it (including distributions on the Certificates, proceeds of the issuance of another Series, proceeds of sales of Receivables to another Verizon special purpose entity and/or a third-party purchaser, amounts on deposit in the Principal Funding Account and the Reserve Account or capital contributions by the Certificateholders) to redeem the Notes.  There can be no assurances that the Trust will be able to redeem the Notes by the Anticipated Redemption Date.  The failure of the Trust to redeem the Notes as of the Anticipated Redemption Date will be an Amortization Event, but will not be an Event of Default.
The terms of other Group 1 Series may affect the timing and amounts of the payments on your Notes
 
The Trust may issue or enter into additional Group 1 Series from time to time without your consent.  The terms of a new Group 1 Series may be different from Series 2022-4, which may affect the allocation of Collections on the Receivables to Series 2022-4.  For instance, other Group 1 Series may have different discount rates, eligibility criteria, concentration limits, interest rates, required overcollateralization percentages, revolving periods, amortization events, anticipated redemption dates and/or final maturity dates, which may cause some Group 1 Series to amortize earlier than Series 2022-4.
Other Group 1 Series may have (i) more-stringent concentration limits than the Series 2022-4 Concentration Limits, (ii) more-stringent eligibility criteria than the eligibility criteria for Series 2022-4 and/or (iii) a higher discount rate than the Series 2022-4 Discount Rate.  If a Group 1 Series has more stringent concentration limits than the Series 2022-4

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Concentration Limits, more-stringent eligibility criteria than the eligibility criteria for Series 2022-4 or a higher discount rate than the Series 2022-4 Discount Rate, the positive difference of the Adjusted Series Invested Amount for such Group 1 Series over the Series Invested Amount for such Group 1 Series may be proportionally larger than the positive difference of the Adjusted Series Invested Amount for Series 2022-4 over the Series Invested Amount for Series 2022-4.  The Adjusted Series Invested Amount for each Group 1 Series is used to determine the Series Allocation Percentage for such Group 1 Series.  Consequently, in the event that a Pool Balance Deficit exists, if any Group 1 Series has more stringent concentration limits than the Series 2022-4 Concentration Limits, more-stringent eligibility criteria than the eligibility criteria for Series 2022-4 and/or a higher discount rate than the Series 2022-4 Discount Rate, such circumstance may result in reduced Group 1 Available Funds allocated to Series 2022-4 on any Payment Date than would be the case if the concentration limits, eligibility criteria and discount rate for each Group 1 Series were the same.
Because some actions require the consent of Majority Group 1 Creditor Representatives, additional Group 1 Series may dilute the voting rights of your Notes.  In addition, the Trust may also issue Series related to other Groups of Trust DPPAs.  Because certain actions of the Trust will require the consent of Majority Trust Creditor Representatives, the addition of Groups may further dilute the voting rights of your Notes.  The interests of the Creditors of a new Group 1 Series or Group may be different from your interests.
Payment priorities increase the risk of loss by, or delay in payment to, holders of certain classes of Notes
 
Based on the priorities described under “Description of the Notes—Priority of Payments,” during the Amortization Period, classes of Notes that receive principal payments before other classes will be repaid more rapidly than the other classes.  Because principal of the Notes will be paid sequentially during the Amortization Period, if an Optional Redemption has not been effected by the Trust, classes of Notes lower in payment priority will be Outstanding longer, and therefore, will be exposed to the risk of losses on the Receivables during periods after other classes have received most or all amounts payable on their Notes, and after which a disproportionate amount of credit and payment enhancement may have been applied and not replenished.
If an Optional Redemption has not been effected by the Trust, because of the priority of payment on the Notes, the yields of the classes of Notes lower in payment priority will be more sensitive to losses on the Receivables and the timing of these losses than the classes of Notes higher in payment priority.  Accordingly, the Class B Notes will be relatively more

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sensitive to losses on the Receivables and the timing of these losses than the Class A Notes; and the Class C Notes will be relatively more sensitive to losses on the Receivables and the timing of these losses than the Class A Notes and Class B Notes.  If the actual rate and amount of losses exceed expectations, and if amounts available under any Letter of Credit and in the Reserve Account are insufficient to cover the resulting shortfalls on any Payment Date, it may adversely affect the yield on your Notes, and you may incur losses on your Notes.
In addition, the Notes are subject to risk because payments of principal and interest on the Notes on each Payment Date are subordinated to the payment of the Servicing Fee, certain amounts payable to the Master Collateral Agent, the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer in respect of fees, expenses and indemnification amounts and certain amounts payable to the successor servicer in respect of a one-time engagement fee.  As a result, payments on your Notes may be delayed or you may incur losses on your Notes.
For additional information, you should refer to “—Collections on Receivables allocated to Series 2022-4, and any credit or payment enhancement, are the only source of payment for your Notes, and if they are not sufficient, you will incur losses on your Notes” below.
Holders of Class B Notes and Class C Notes will be subject to greater risk of loss because of subordination
 
The Class B Notes bear a greater risk of loss than the Class A Notes and the Class C Notes bear a greater risk of loss than the Class A Notes and Class B Notes because of the subordination features of the transaction.  Payment of principal of the Class B Notes is subordinated to payment of interest on and principal of the Class A Notes.  Payment of principal of the Class C Notes is subordinated to payment of interest on and principal of the Class A Notes and Class B Notes.
If a Priority Principal Payment is required on any Payment Date (including for deposit into the Principal Funding Account, as applicable), interest on each class of Notes will be subordinated to the payment of allocation of any such required Priority Principal Payments ranking higher in payment priority, until such Priority Principal Payments have been paid (or deposited into the Principal Funding Account, as applicable) in full.
In addition, so long as any Class A Notes are Outstanding, failure to pay interest on the Class B Notes will not be an Event of Default.  So long as any Class A Notes or Class B Notes are Outstanding,

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failure to pay interest on the Class C Notes will not be an Event of Default.
In addition, in the event the Notes are accelerated and declared to be due and payable following the occurrence of an Event of Default, no interest or principal will be paid to the Class B Notes until the Class A Notes have been paid in full, and no interest or principal will be paid to the Class C Notes until the Class A Notes and Class B Notes have been paid in full.  Only the most senior class of Notes Outstanding, as the Controlling Class, may accelerate the Notes or direct the Indenture Trustee, as Creditor Representative, to vote in respect of Series 2022-4 in the exercise of remedies under the Master Collateral Agreement upon an Event of Default, including in connection with the sale of the Receivables and other assets of the Trust designated to Group 1 in certain circumstances (and, in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default,” other Trust DPPAs designated to any other Group).  Because of the subordination provisions of the transaction, the Controlling Class may have an incentive to accelerate the Notes and/or to cause the Indenture Trustee to vote to cause the sale of the Receivables and other assets of the Trust designated to Group 1 (and, in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default,” other Trust DPPAs designated to any other Group), since the Controlling Class must be paid in full before any of the more junior classes are entitled to any payments; provided, that the Receivables and other assets of the Trust designated to Group 1 (and, in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default,” other Trust DPPAs designated to any other Group) will only be sold by the Master Collateral Agent upon the occurrence of an Event of Default and an acceleration of the Notes in the circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default”.  The Class C Notes, as the most subordinated class of Notes, bear the greatest risk of loss.
Noteholders will bear all reinvestment risk resulting from principal payments on the Notes occurring earlier than expected
 
It is not anticipated that any principal payments will be made on the Notes prior to the Anticipated Redemption Date.  However, if an Amortization Event occurs prior to the Anticipated Redemption Date, the Amortization Period will begin earlier than anticipated and the Trust will pay principal of your Notes earlier than expected.  During the Amortization Period, the Notes are required to be paid in full, sequentially by class.  In addition, while the Notes are expected to be redeemed on the Anticipated Redemption Date, an Optional Redemption of the Notes may occur prior to

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the Anticipated Redemption Date on any date on or after the Earliest Redemption Date.
For a full description of the circumstances giving rise to an Amortization Event, see “Description of the Notes—Amortization Period.”
During the Amortization Period, the rate of payment on the Notes will also depend on the rate of payment on the Receivables, including prepayments.  Faster than expected rates of prepayments on the Receivables will cause the Trust to pay principal of your Notes more quickly during the Amortization Period.  Prepayments on the Receivables will occur if:
• Obligors prepay all or a portion of their Receivables, including in connection with entering into an Upgrade Contract,
• the Servicer acquires modified or impaired Receivables, including cancelled Receivables,
• an Originator or the Servicer, as applicable reacquires Receivables that were not Eligible Receivables as of the related Acquisition Date or Designation Date, as applicable,
• the Marketing Agent acquires, or causes the related Originator to acquire, a transferred Receivable, or the Marketing Agent makes certain payments, or requires the related Originator to make certain payments, with respect to credits granted to an Obligor under a Receivable, or
• the Marketing Agent prepays, or causes the related Originator to prepay, a Receivable under the terms of an Upgrade Contract.
 
A variety of economic, social and other factors will influence the rate of prepayments on the Receivables, including individual Obligor circumstances, the types of Verizon Wireless marketing programs and those of its competitors, changes in technology, changes in customer preferences for certain wireless devices, the release of new versions of certain manufacturer’s wireless devices and changes in the demand for wireless devices in general during celebration seasons that occur during the calendar year, and changes made by the Servicer to the order in which the Servicer applies payments and credits to an Obligor’s account.  For a discussion of risks related to certain economic, social and other factors affecting individual Obligors, see “—Performance of the Receivables is uncertain and depends on many factors and may worsen in an economic downturn, which may increase the likelihood that payments on your Notes will be delayed or that you will incur losses on your Notes” below.  Verizon Wireless permits customers to cancel their Device Payment Plan Agreement, including any Receivable, for thirty

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(30) days after origination.  In addition, Verizon Wireless has permitted, and may permit in the future, cancellations of Device Payment Plan Agreements for specified periods of time during holiday periodsNo prediction can be made about the actual prepayment rates that will occur for the Receivables.  For a discussion of additional risks related to Upgrade Offers, see “—Verizon Wireless’ Upgrade Offers may adversely impact Collections on the Receivables and the timing of principal payments, which may result in reinvestment risk” below.
You will bear all reinvestment risk resulting from principal payments on your Notes occurring earlier than expected as a result of the circumstances and factors described above.
Noteholders will bear all interest rate risk resulting from principal payments on the Notes occurring later than expected
 
Other than in connection with an Optional Redemption on or after the Earliest Redemption Date, no principal will be paid on the Notes until the Amortization Period begins.  It is anticipated that the Trust will redeem the Notes by the Anticipated Redemption Date, but the Trust has no obligation to do so.  Whether the Trust effects an Optional Redemption depends on the ability of the Trust to obtain cash sufficient to pay all principal of and accrued and unpaid interest on the Notes, and any applicable Make-Whole Payments and Additional Interest Amounts due and payable on that date, in full in connection therewith.  The Trust may redeem the Notes with any amounts available to it for such purpose, including distributions on the Certificates, proceeds of the issuance of another Series, proceeds of sales of Receivables to another Verizon special purpose entity and/or a third-party purchaser, amounts on deposit in the Principal Funding Account and the Reserve Account or capital contributions by the Certificateholders.  Whether such amounts are available to the Trust will be dependent on a number of factors prevailing at the time an Optional Redemption may be exercised, including, among other things, the market for and the value of the Receivables, prevailing interest rates, the availability of credit and general economic conditions.  There can be no assurance that the Trust will have sufficient funds to effect an Optional Redemption or that the Trust will effect an Optional Redemption on any date when it is eligible to do so.
In addition, the Trust does not have an obligation to pay a specified amount of principal of any class of Notes on any date other than the remaining Outstanding amount of that class of Notes on its Final Maturity Date.  Failure to pay principal of any class of Notes on any Payment Date will not be an Event of Default until the Final Maturity Date of that class.  If the Notes have not been redeemed as of the Anticipated Redemption Date, an Amortization Event will occur and the Amortization Period will begin.

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During the Amortization Period, the Notes are required to be paid in full, sequentially by class, and no principal will be paid on any class of Notes until all senior classes of Notes have been paid in full. If principal of your Notes is paid later than expected, it may adversely affect the yield on your Notes.  You will bear all interest rate risk resulting from principal payments on your Notes occurring later than expected.
Because you have limited control over actions of the Trust and amendments to the transaction documents, and conflicts between classes of Notes may occur, your Notes may be adversely affected
 
The Trust will pledge the Receivables to the Master Collateral Agent to secure payment of the Group 1 Credit Extensions.  In the event that certain votes or directions may occur or be given under the Master Collateral Agreement by a specified percentage of Group 1 Creditors, the Controlling Class will direct the Indenture Trustee, as Group 1 Creditor Representative for Series 2022-4, as to how it should vote or direct such matters; provided that if any vote or direction under the Master Collateral Agreement requires the consent or direction of Creditor Representatives representing all Credit Extensions, or Group 1 Creditor Representatives representing all Group 1 Credit Extensions, the Indenture Trustee, as Creditor Representative for Series 2022-4, will only vote or give such direction in accordance with the direction of 100% of the Noteholders.  Any such vote or direction by the Indenture Trustee, as Creditor Representative for Series 2022-4, at the direction of the Controlling Class, will be made on behalf of all Noteholders, notwithstanding that such action was taken solely at the direction of the Controlling Class.  In particular, the Controlling Class will be entitled to direct the Indenture Trustee to accelerate the Notes after an Event of Default, waive Events of Default (other than failure to pay principal or interest or for a breach of a covenant or term that can only be waived with the consent of all Noteholders), vote to terminate the Servicer upon a Servicer Termination Event, vote to waive Servicer Termination Events and to direct the Indenture Trustee with respect to certain other actions or votes in connection with remedies or rights available to Noteholders.
In addition, as described under “The Trust,” “Servicing the Receivables and the Securitization Transaction—Amendments to Transfer and Servicing Agreement,”Description of the Notes—Amendments to Master Collateral Agreement” and “Description of the Notes—Amendments to Indenture,” upon the satisfaction of certain requirements, certain amendments to the Indenture and other transaction documents can be effected without the consent of any Noteholders, with the consent of only a specified percentage of Noteholders of the Controlling Class or with the consent of a specified percentage of the Creditor Representatives of all Credit Extensions, including Credit Extensions related to Groups other than Group

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1.  The Controlling Class will have the right to direct the Indenture Trustee, as Creditor Representative for Series 2022-4, as to how to vote in connection with any amendments to the transaction documents that require the consent of Creditor Representatives.  There can be no assurance as to whether or not amendments effected without a Noteholder vote will adversely affect the performance of the Notes.
Noteholders that are not part of the Controlling Class will have no right to cause the Indenture Trustee to take any of these actions or vote in favor of any of these actions.  Only the Controlling Class will have these rights.  The Controlling Class may have different interests from the Noteholders of other classes and will not be required to consider the effect of its actions on the Noteholders of other classes, which may adversely affect your rights under your Notes.  In addition, Creditors of different Groups may have different interests than the Group 1 Creditors and will not be required to consider the interests of the Group 1 Creditors (including Noteholders) in connection with the exercise of rights or remedies under the transaction documents that require the consent or direction of Creditor Representatives from all Groups, which may adversely affect the Notes.
Under the Master Collateral Agreement, a percentage of the Group 1 Creditors (through the applicable Creditor Representative, which for Series 2022-4 will be the Indenture Trustee) may direct the Master Collateral Agent to take actions after an Event of Default, including liquidating the Receivables.  These actions may be contrary to the actions that you determine to be in your best interest.  The Controlling Class may, in some circumstances, direct the Indenture Trustee to vote, on behalf of Series 2022-4, to cause the Master Collateral Agent to sell the Receivables and other assets of the Trust designated to Group 1 (and, in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default,” other Trust DPPAs designated to any other Group) after an Event of Default and an acceleration of the Notes even if the proceeds would not be sufficient to pay all of the Notes in full.  In this event, if your Notes cannot be paid in full with the proceeds of a sale of the Receivables and other assets of the Trust designated to Group 1 (and, in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default,” other Trust DPPAs designated to any other Group), you will incur a loss on your Notes.
   
For a more detailed description of the actions that the Controlling Class may direct, you should read “Description of the Notes—Events of Default—Remedies Following Event of Default” and “Servicing

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the Receivables and the Securitization Transaction—Resignation and Termination of Servicer.”
Risks Related to the Receivables
Collections on Receivables allocated to Series 2022-4, and any credit or payment enhancement, are the only sources of payment for your Notes, and if they are not sufficient, you will incur losses on your Notes
 
Other than in the case of an Optional Redemption, no assets or sources of funds other than the Collections on the Receivables (but not including recoveries on Written-Off Receivables) allocated to Series 2022-4, and other credit or payment enhancement expressly set forth in this prospectus, will be available to make payments on the Notes.  The Trust may own Device Payment Plan Agreements that are designated to Groups other than Group 1, but collections on or proceeds of such Device Payment Plan Agreements will not be available to make payments on the Notes.  In addition, the credit or payment enhancement for the Notes is limited.  The Notes will not be insured or guaranteed by the Sponsor, the Originators, the Additional Transferor, the Servicer, the Depositor, the Parent Support Provider, the Marketing Agent, any of their respective affiliates or any other Person.  Therefore, in the event that an Optional Redemption has not been effected by the Trust, if Collections on the Receivables allocated to Series 2022-4, together with the credit and payment enhancement for Series 2022-4, are insufficient to pay amounts due on your Notes on any Payment Date, you will incur losses on your Notes.  See also “—Payment priorities increase the risk of loss by, or delay in payment to, holders of certain classes of Notes” above.
Recoveries on defaulted Receivables may be limited, and recoveries on Written-Off Receivables will be unavailable to make payments on the Notes, and you may incur losses on your Notes
 
If an Obligor defaults on a Receivable, the Servicer may be unable to collect the remaining amount due under that Receivable.  In addition, recoveries on Written-Off Receivables, including any proceeds from the sale of a wireless device securing a Receivable, will be retained by the Servicer as additional servicing compensation. Therefore, Noteholders should not rely on any recoveries on defaulted or Written-Off Receivables as a source of funds available to make payments on the Notes.  Depending on the amount, rate and timing of defaults and write-offs on Receivables, you may incur losses on your Notes.
The addition or removal of Receivables may decrease the credit quality of the assets of the Trust designated to Group 1 securing the Notes and may result in accelerated, reduced or delayed payments on the Notes
  The pool of Receivables may change every day depending on the number of Device Payment Plan Agreements transferred to the Trust and designated to Group 1, any sales of Receivables by the Trust, the amortization of the Receivables and, subject to the conditions set forth under “The Trust—Addition of Receivables,” re-designating Trust DPPAs previously designated to a Group that does not relate to any Outstanding Credit Extensions to another Group.  If the addition or removal of Receivables reduces the credit quality of the pool of Receivables, it may impact the ability of the Trust to effect an Optional Redemption or increase the likelihood of the

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occurrence of an Amortization Event, and consequently increase the likelihood of accelerated, reduced or delayed payments on your Notes or that you will incur losses on your Notes.  Any Receivables transferred to the Trust and designated to Group 1 after the Closing Date will be originated by the Originators using the origination and underwriting policies and procedures described under “Origination and Description of Device Payment Plan Agreement Receivables—Underwriting Criteria,” as in effect at the time the additional Receivables are originated, which may be updated in the normal course of Verizon Wireless’ business, as described under “Receivables—Description of the Receivables.”  Moreover, the additional Receivables may have different terms than the Receivables existing on the Closing Date, including, but not limited to, with respect to the charging of interest, the original term, the amount of the monthly payment and/or the Obligor’s ability to prepay the related Device Payment Plan Agreement.
Other Group 1 Series may have different, and less-stringent eligibility criteria than Series 2022-4, and the additional Receivables eligible for such other Group 1 Series may not be of the same credit quality as the Receivables that meet the eligibility criteria for Series 2022-4.  The proportion of Receivables that qualify as Series 2022-4 Eligible Receivables may vary.  The eligibility criteria for Series 2022-4 are solely for the purposes of determining the Ineligible Amount for Series 2022-4, which is used to calculate the Series 2022-4 Allocation Percentage.  Series 2022-4 will be entitled to Collections, and exposed to delinquencies and defaults, on Receivables that do not qualify as Series 2022-4 Eligible Receivables.  The performance of Receivables that do not qualify as Series 2022-4 Eligibility Receivables may differ significantly from the performance of Series 2022-4 Eligible Receivables, and defaults and delinquencies on such Receivables may be higher than defaults and delinquencies on Series 2022-4 Eligible Receivables.  Investors in the Notes may suffer losses as a result of exposure to delinquencies and defaults on Receivables that do not qualify as Series 2022-4 Eligible Receivables.

Other Group 1 Series may have different, and less-stringent concentration limits than the Series 2022-4 Concentration Limits, which may cause the portfolio of Receivables in the aggregate to not be of the same credit quality as the portfolio of Receivables that satisfy the Series 2022-4 Concentration Limits.  The concentration limits for any Group 1 Series are solely for the purposes of calculating the Excess Concentration Amount for such Group 1 Series, which is used to calculate the Series Allocation Percentage for such Group 1 Series.  Series 2022-4 will be entitled to Collections, and exposed to

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delinquencies and defaults, on Receivables which, in the aggregate, have Principal Balances that are in excess of the Series 2022-4 Concentration Limits.  The performance of the Receivables in the aggregate may differ significantly from the performance of the portfolio of Receivables that satisfy the Series 2022-4 Concentration Limits, and defaults and delinquencies on the portfolio of Receivables in the aggregate may be higher than defaults and delinquencies on the Receivables that satisfy the Series 2022-4 Concentration Limits.  Investors in the Notes may suffer losses as a result of exposure to delinquencies and defaults on Receivables which, in the aggregate, have Principal Balances that are in excess of the Series 2022-4 Concentration Limits.
Performance of the Receivables is uncertain and depends on many factors and may worsen in an economic downturn, which may increase the likelihood that payments on your Notes will be delayed or that you will incur losses on your Notes
 
The performance of the Receivables depends on a number of factors, including general economic conditions, unemployment levels, pandemics and other global health concerns, such as the COVID-19 Pandemic, the circumstances of individual Obligors, Verizon Wireless’ underwriting standards at origination, including down payment requirements or credit limits, Verizon Wireless’ servicing and collection strategies, increases in fraud, particularly relating to new wireless devices and increases in the price of such devices, and changes in Verizon Wireless’ marketing strategies, all of which could result in higher delinquencies and losses on the Receivables.  Because many of these factors are outside the control of Cellco, the impact on Verizon’s customers and performance of the Receivables cannot be predicted with accuracy.  In addition, the performance of the Receivables may worsen in an economic downturn, which may increase the likelihood that payments on your Notes will be delayed or that you will incur losses on your Notes.
See “—Adverse events arising from the COVID-19 Pandemic may cause you to incur losses on your Notes” below.
For more information about the performance of the Verizon Wireless’ portfolio of Device Payment Plan Agreements and the Receivables, you should read “Servicing the Receivables and the Securitization Transaction—Delinquency and Write-Off Experience.”
This prospectus provides information regarding the characteristics of the Receivables as of the Statistical Calculation Date that may differ from the characteristics of the Receivables on the Closing Date
  This prospectus describes the characteristics of the Receivables as of the Statistical Calculation Date.  The pool of Receivables on the Closing Date may (i) not include certain Receivables designated to Group 1 as of the Statistical Calculation Date as a result of payments in full or delinquencies on certain Device Payment Plan Agreements after the Statistical Calculation Date and other reasons for which the Device Payment Plan Agreements would not constitute Eligible Receivables for Group 1 as of the

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Cutoff Date related to the Closing Date and (ii) include other Receivables designated to Group 1 after the Statistical Calculation Date.  While the characteristics of the Receivables on the Closing Date are not expected to differ materially from the characteristics of the Receivables as of the Statistical Calculation Date, it is possible that the characteristics of the Receivables on the Closing Date will be worse than the characteristics of the Receivables disclosed in this prospectus.
Geographic concentration of the Receivables may delay payments on, or result in losses on, your Notes
 
As of the Statistical Calculation Date, the billing addresses of the Obligors under the Receivables (by aggregate Principal Balance) were concentrated in California (approximately 10.45%), Texas (approximately 6.22%), Florida (approximately 6.14%) and New York (approximately 5.54%).  No other state made up more than 5.00% of the Receivables as of the Statistical Calculation Date.  However, the geographic concentration of the Receivables on the Closing Date may be different than the geographic concentration of the Receivables as of the Statistical Calculation Date.
Economic conditions or other factors affecting states with a high concentration of Receivables, including any interruption of wireless service available on Verizon Wireless’ network with respect to any geographic area, could adversely impact the delinquency or write-off experience of the Trust.  In addition, extreme weather conditions (including conditions resulting from climate change), natural disasters, public health crises (such as the COVID-19 Pandemic) or travel restrictions and other disruptions caused by federal, state and local directives, could cause substantial business disruptions, economic losses, unemployment and an economic downturn.  The ability of Obligors in affected areas to make timely payments could be adversely affected.  The Trust’s ability to make payments on the Notes could be adversely affected by any of these factors if the Obligors in impacted locations are unable to make timely payments with respect to their Receivables.  As a result, payments on your Notes may be delayed or you may incur losses on your Notes.
Interests of other Persons in the Receivables could reduce funds available to pay your Notes, and you may incur losses on your Notes
 
If another Person acquires an interest in a Receivable that is superior to the Trust’s interest, the Collections on that Receivable may not be available to make payments on your Notes, and you may incur losses on your Notes.  Another Person could acquire an interest in a Receivable that is superior to the Trust’s interest if:
   
         the Trust does not have a perfected security interest in the Receivable because the

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Depositor’s security interest in the Receivable was not properly perfected, or

   
        the Trust’s security interest in the Receivable is impaired because holders of some types of liens, such as tax liens, may have priority over the Trust’s security interest.
Payments on the Trust DPPAs will be subordinated to certain other payments by the Obligors, and payments on your Notes may be delayed or you may incur losses on your Notes
 
As described under “Servicing the Receivables and the Securitization Transaction—Collections and Other Servicing Procedures,” Obligors receive one bill for each Verizon Wireless account, an Obligor may have multiple accounts and an Obligor may have multiple wireless devices under an account and one or more of these wireless devices may be subject to a Device Payment Plan Agreement which may be included as Receivable.  Payments remitted by an Obligor to Verizon Wireless or credits granted by Verizon Wireless on the related account currently are applied to the account based on monthly aging categories, as described under “Servicing the Receivables and the Securitization Transaction—Collections and Other Servicing Procedures.”  Therefore,
        if the most recent Device Payment Plan Agreement originated with respect to an account is included as a Receivable, the Trust’s rights to receive payments from the Obligor will be subordinated to the payment of late fees, wireless service and other charges, including accessory payments and insurance payments, and any amounts due on any earlier originated Device Payment Plan Agreements; and
   
        if the earliest Device Payment Plan Agreement originated with respect to an account is included as a Receivable and amounts due on that Device Payment Plan Agreement are paid in full but amounts remain due on a later originated Device Payment Plan Agreement on the same account, on the next Obligor payment remittance date, past due amounts on that later originated Device Payment Plan Agreement will be paid prior to current amounts on the Device Payment Plan Agreement that is a Receivable.
   
The timing of payments on a Receivable could be adversely affected by the addition of Device Payment Plan Agreements on any single account and the amount of wireless service and other charges on that account.  As a result, payments on your Notes may be delayed or you may incur losses on your Notes.
In addition, the order in which payments remitted by an Obligor to Verizon Wireless and credits granted by Verizon Wireless (other than credits granted in respect of an upgrade) may be changed at any time, as long as any change applicable to the Receivables

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(i) is also applicable to all Device Payment Plan Agreements that Cellco services and (ii) so long as Cellco is the Servicer, does not have a material adverse effect on the creditors of the Trust.  Any modification could negatively impact Collections on the Receivables, and you may incur losses on your Notes.
See “Servicing the Receivables and the Securitization Transaction—Servicing Obligations of Cellco” and “—Collections and Other Servicing Procedures” for further details on the application of Obligor payments.
Verizon Wireless’ Upgrade Offers may adversely impact Collections on the Receivables and the timing of principal payments, which may result in reinvestment risk
 
Prepayments on the Receivables could occur if Obligors under the Receivables choose to upgrade wireless devices that are the subject of related Device Payment Plan Agreements, as described under “Origination and Description of Device Payment Plan Agreement Receivables—Upgrade Offers.”  The number of upgrades occurring pursuant to Upgrade Offers will depend on a variety of economic, social and other factors, including improved technology available in newer wireless devices, customer demand for, and supply of, specific wireless devices (including newly released wireless devices), any other promotional offers offered by Verizon Wireless, and seasonal changes in the demand for wireless devices.  An increase in the number of upgrades accepted under Upgrade Offers would result in a corresponding increase in prepayments to the Trust by the Marketing Agent or the related Originator, or prepayments by the related Obligors, as applicable.  During the Revolving Period, amounts collected by the Trust, including prepayment amounts related to Upgrade Offers, will not be applied as payments of principal of your Notes. During the Amortization Period, amounts collected by the Trust in respect of the Receivables, including prepayment amounts related to Upgrade Offers, will be part of Series 2022-4 Available Funds that are used to pay principal of your Notes.  Therefore, any prepayments on the Receivables during the Amortization Period may result in your Notes being paid earlier than expected and may adversely affect the yield on your Notes.  You will bear all reinvestment risk resulting from principal payments on your Notes occurring earlier than expected.  See also “—Noteholders will bear all reinvestment risk resulting from principal payments on the Notes occurring earlier than expected” above.
In addition, failure to deposit required prepayment amounts with respect to an upgrade under an Upgrade Offer into the Collection Account when required will result in a Servicer Termination Event so long as Cellco is the Servicer.  As described under “—If Cellco is removed or resigns as Servicer, payments on your Notes may be delayed and you

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may incur losses on your Notes” below.  See “Servicing the Receivables and the Securitization Transaction—Resignation and Termination of Servicer” below, this may lead to severe disruptions in servicing the Receivables and delays in payment on the Receivables, and you may incur losses on your Notes.
Upgrade Offers may present bankruptcy risks, which may result in losses on your Notes
 
If the Marketing Agent or any Originator files for bankruptcy under Chapter 11 of the Bankruptcy Code, the Marketing Agent or any Originator, as applicable, as debtor in possession, may continue to offer Upgrade Programs, including the Current Upgrade Program, and may choose either to perform or not to perform its obligations thereunder, as described under “Some Important Legal Considerations—Matters Relating to Bankruptcy—Bankruptcy Proceedings of Cellco or Other Originators and Impact on Upgrade Offers.”
If the Marketing Agent or any Originator fails to remit required prepayment amounts to the Trust, the Trust may have difficulty collecting against the related Obligor, and the Obligor may be less likely to pay amounts remaining due under the Obligor’s original Device Payment Plan Agreement.  In addition, the Obligor may argue that it has a defense to making payments to the Trust because it fulfilled all of its obligations as specified in the Upgrade Offer or as a result of statements purportedly made by the Marketing Agent or any Originator. This may result in reduced Collections on the Receivables, and you may incur losses on your Notes.
See “Some Important Legal Considerations—Matters Relating to Bankruptcy—Bankruptcy Proceedings of Cellco or Other Originators and Impact on Upgrade Offers.”
The application of credits to Obligor accounts may reduce payments received on the Receivables, which may delay payments on the Notes or result in losses on the Notes
 
As described in “Origination and Description of Device Payment Plan Agreement Receivables—Account Credits” and “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments,” from time to time Verizon Wireless may grant credits to an Obligor’s account.  Those credits currently are applied as described under “Servicing the Receivables and the Securitization Transaction—Collections and Other Servicing Procedures.”  To the extent any credits are applied against any payments due under a Receivable, and if the Marketing Agent, the related Originator or the Parent Support Provider, as applicable, does not deposit sufficient amounts into the Collection Account to cover credit amounts, actual amounts received with respect to that Receivable will be reduced.  As a result, payments on your Notes may be delayed or you may incur losses on your Notes.

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In addition, because Device Payment Plan Agreements on a single account are paid in the order of their origination (with the oldest Device Payment Plan Agreement being paid first), if the earliest originated Device Payment Plan Agreement on an account is a Receivable, there is a greater risk that credits (other than credits granted in respect of cancellations, prepayments, invoicing errors or in connection with an upgrade) will be applied on the Receivable than on Device Payment Plan Agreements originated after the Receivable.  As a result, payments on your Notes may be delayed or you may incur losses on your Notes.
Verizon may become subject to investigations or actions from regulators or related oversight agencies as well as private litigation, the results of which may require Verizon Wireless to apply credits to certain customers’ accounts.  Although there are no current investigations, actions or litigation requiring the application of credits to the Receivables, Verizon Wireless could be required to apply credits to customers’ accounts in settlement of an investigation, action or litigation in the future. There can be no assurance that any future investigations, actions or litigation and any resulting settlements requiring the application of credits will not have an adverse effect on any Receivables.
In addition, if Cellco is the Servicer, failure to deposit any credit amounts into the Collection Account when required will result in a Servicer Termination Event.  As described under “—If Cellco is removed or resigns as Servicer, payments on your Notes may be delayed and you may incur losses on your Notes” below, this may lead to severe disruptions in servicing the Receivables and delays in payment on the Receivables, and you may incur losses on your Notes.  See “Servicing the Receivables and the Securitization Transaction—Resignation and Termination of Servicer.”
Increased delinquencies and defaults may result if an Obligor under a Receivable no longer has a functioning wireless device, and you may incur losses on your Notes
  If an Obligor’s wireless device is lost, stolen, damaged or otherwise unusable, the Obligor remains obligated to make all remaining payments under the related Receivable, regardless of whether the related wireless device is subject to a manufacturer’s warranty.  However, because the Obligor no longer has a working wireless device, he or she may be less willing to make timely payments on the related Receivable, or may have a defense to the continued payment on the Receivable, particularly if the Obligor does not have insurance on the device and the device is not under a manufacturer’s warranty. See “Some Important Legal Considerations—Consumer Protection Laws.”  If Obligors become unwilling to make timely payments on their Receivables because the Obligors no longer have functioning wireless devices, increased delinquencies and/or defaults on

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payments by Obligors may occur, and you may incur losses on your Notes.
An interruption or degradation of wireless service provided by Verizon Wireless could result in reduced Collections on the Receivables, and you may incur losses on your Notes
 
Each Receivable is part of a customer account that includes wireless service.  Although the payment terms of the Receivables are not conditioned on the provision of wireless service, to the extent that wireless service provided by Verizon Wireless is significantly interrupted or degraded, including as a result of the dissolution of Verizon or the divestiture of Verizon’s wireless business, it may serve as a disincentive for Obligors to make continued payments under their accounts, and therefore, the related Receivable.  In addition, because the Receivables will be subject to all defenses, claims and rights of set-off of the Obligors, any interruption or degradation of service may also give rise to an affected Obligor’s defense or claim of set-off with respect to payment on the Obligor’s Receivable.  From time to time, Verizon Wireless may offer special promotions to customers who have been affected by a service interruption.  You may incur losses on your Notes as a result of any reductions in Collections related to an interruption or degradation of service or a related promotion.
In addition, the bankruptcy of Cellco or certain of its affiliates, including any of the other Originators, may result in an interruption of service.  For a more detailed description on the risks to the Notes resulting from a bankruptcy of the Sponsor or an affiliate, you should read “—Bankruptcy of any Originator, the Additional Transferor, the Servicer, the Marketing Agent or the Parent Support Provider may result in delayed payments on your Notes or you may incur losses on your Notes” below.
A wireless device recall or manufacturing defect may result in delayed payments or losses on your Notes
 
Applicable laws and governmental standards require manufacturers to take actions, from time to time, to remedy defects in wireless devices affecting wireless device safety, including through mandated recalls. As a result, manufacturers of wireless devices may be obligated to recall certain wireless devices, or may choose to recall certain wireless devices if the related manufacturer determines that those devices do not comply with relevant safety standards.  In addition, individual wireless devices may suffer from manufacturing defects that may lead to customer dissatisfaction and safety issues if any defects lead to product failures or unsafe use.
Obligors affected by a recall or whose wireless device is subject to a manufacturing defect may be more likely to be delinquent in, or default on, payments on their Receivables.  You may incur losses on your Notes as a result of any reductions in Collections related to delinquencies or defaults.  See “—Increased delinquencies and defaults may result if an Obligor under a Receivable no longer has a

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functioning wireless device, and you may incur losses on your Notes” above.  In addition, Obligors affected by a recall in certain circumstances may be permitted to cancel their Receivables.  In these cases, the Servicer will be required to acquire any cancelled Receivables from the Trust.  See “Servicing the Receivables and the Securitization Transaction—Servicer Modifications and Obligation to Acquire Receivables.”  From time to time, Verizon Wireless may offer special promotions to customers who have been affected by a recall.
Moreover, an Obligor affected by a recall or whose wireless device suffers a manufacturing defect, may have a defense against the ongoing payment of its related Receivable, which may result in delayed payments on your Notes, or you may incur losses on your Notes.  See “Some Important Legal Considerations—Consumer Protection Laws.”
Risks Related to Transaction Parties
An Originator’s or the Servicer’s failure to reacquire or acquire, as applicable, Receivables that do not comply with consumer protection laws may delay payments on your Notes or result in losses on your Notes
 
Federal and state consumer protection laws regulate the creation, collection and enforcement of consumer contracts, including the Receivables.  If any Receivable does not comply with U.S. federal and state consumer protection laws, the Servicer may be prevented from or delayed in collecting amounts due on the Receivable.  Also, some of these laws may provide that the assignee of a consumer contract (such as the Trust) is liable to the Obligor for any failure of the contract to comply with these laws.  The applicable Originator must reacquire any Receivables transferred by it that do not comply in all material respects with applicable laws at the time the Receivable was transferred to the Depositor.  In addition, the Servicer must acquire any Receivables transferred by the Additional Transferor or designated to Group 1 on a Designation Date, as applicable, that do not comply in all material respects with applicable laws at the time the Receivable was transferred to the Depositor or designated to Group 1, as applicable.  If any Originator or the Servicer, as applicable, fails to reacquire or acquire those Receivables, payments on your Notes may be delayed or you may incur losses on your Notes.
   
For a more detailed description of consumer protection laws relating to the Receivables, you should read “Some Important Legal Considerations—Consumer Protection Laws.”
If the Servicer is unable to perform its obligations, payments on your Notes may be delayed or you may incur losses on your Notes
 
Collections on the Receivables depend significantly on the ability of the Servicer to perform its obligations under the Transfer and Servicing Agreement.
Several events beyond the control of Cellco could delay or prevent its performance of these obligations, including cyber attacks, natural disasters, extreme

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weather conditions, terrorist or other hostile acts, and public health crises (such as the COVID-19 Pandemic).  Cyber attacks against companies, including Verizon, have increased in frequency, scope and potential harm in recent years.

While, to date, Verizon has not been subject to cyber attacks which, individually or in the aggregate, have been material to its operations or financial condition, the preventive actions Verizon takes to reduce the risks associated with cyber attacks, including protection of its systems and networks, may be insufficient to repel or mitigate the effects of a major cyber attack in the future.
If the networks or systems of Cellco or those of its suppliers, vendors and other service providers are rendered inoperable by a cyber attack, Cellco’s ability to perform its obligations under the Transfer and Servicing Agreement could be compromised for a period of time or permanently.  In that case, payment on your Notes may be delayed or you may incur losses on your Notes.
If Cellco is removed or resigns as Servicer, payments on your Notes may be delayed and you may incur losses on your Notes
 
 
Cellco may be removed as Servicer if it defaults on its servicing obligations or becomes subject to bankruptcy proceedings as described in “Servicing the Receivables and the Securitization Transaction—Resignation and Termination of Servicer.”  A resignation, removal, closure or bankruptcy of Cellco may lead to severe disruptions in servicing the Receivables, including billing and collections.  If Cellco resigns or is terminated as Servicer, the processing of payments on the Receivables and information relating to collections may be delayed.  Because Obligors on an account make one payment for service, accessories, insurance, Device Payment Plan Agreements and other amounts due on that account, if Cellco is no longer the Servicer of the Receivables but continues to service the remainder of the Obligors’ accounts, billing with respect to each Receivable would have to be separated from the billing with respect to the rest of the account.  In that case, the related Obligor would receive and be responsible for the payment of at least two separate invoices, potentially causing confusion for the Obligor and a hesitancy to remit full payment on all invoices.  In addition, if Cellco is no longer the Servicer of the Receivables, the successor Servicer may not be able to exercise certain of the remedies available to Verizon Wireless for an Obligor’s failure to pay its Receivable, such as texting the related device to notify the Obligor of late payments or disconnecting service on an Obligor’s devices for continued failure to pay.  This could cause delays in payment on the Receivables, and you may incur losses on your Notes.  See also “—Verizon Wireless’ Upgrade Offers may adversely impact Collections on the Receivables and the timing of principal payments,

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which may result in reinvestment risk” and “—The application of credits to Obligor accounts may reduce payments received on the Receivables, which may delay payments on the Notes or result in losses on the Notes” above.
The Servicer’s ability to commingle Collections with its own funds may delay payments on the Notes or result in losses on your Notes
 
Until the Monthly Remittance Condition is met, the Servicer is required to deposit Collections on the Receivables into the Collection Account within two (2) Business Days after identification of receipt of good funds.  If the Monthly Remittance Condition is satisfied, the Servicer will be required to deposit Collections on the Receivables into the Collection Account on the second Business Day immediately preceding the related Payment Date.  Prior to remittance into the Collection Account, the Servicer will be permitted to use Collections on the Receivables at its own risk and for its own benefit and may commingle Collections on Receivables with its own funds.
In addition, if an Obligor under a Receivable pays or deposits any amount in advance of when it is due, including with respect to security deposits collected at origination, the Servicer will hold those amounts until they become due and payable in accordance with the customer’s bill. Until that time, the Servicer may use these amounts at its own risk and for its own benefit and may commingle those amounts with its own funds.
In any of these cases, if the Servicer does not deposit these amounts into the Collection Account when they become due (which could occur if the Servicer becomes subject to a bankruptcy proceeding), payments on your Notes may be delayed or you may incur losses on your Notes.
Conflicts of interest may exist among the Servicer, the Marketing Agent, the Parent Support Provider and the Trust, which may result in losses on your Notes
 
 
It is possible that an Obligor with respect to any Receivable may be an Obligor in respect of one or more additional Device Payment Plan Agreements serviced by Cellco but not included as a Receivable.  Because Cellco will be servicing all Device Payment Plan Agreements that are part of the same account, it is possible that this could result in certain conflicts of interest. For example, if an Obligor is delinquent with respect to one Device Payment Plan Agreement on the related account, but an Obligor has multiple Device Payment Plan Agreements on that account or has multiple accounts with Verizon Wireless, the Servicer may delay taking collections actions against that Obligor or may not close the delinquent account.  Verizon Wireless may also offer Obligors payment extensions, due date changes, the waiver of late fees or other administrative fees, if any, or other relief programs, over the course of the Receivable or allow an Obligor a longer cure period for delinquencies based on that Obligor’s past payment history, even if those actions can lead to shortfalls in collections on such Receivable.  Moreover, as Servicer of all Device

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Payment Plan Agreements, regardless of whether they constitute Receivables, the Servicer can modify the way in which payments remitted by Obligors on the related accounts are allocated to such Device Payment Plan Agreements, and thereby, the Receivables.
In addition, because the Servicer is permitted to retain any recoveries on Written-Off Receivables (including any proceeds from the sale of a wireless device securing a Receivable) as additional servicing compensation, the Servicer may have a financial incentive to write-off an account.
As Marketing Agent, Cellco, may (i) grant credits to an Obligor for various reasons, including as an incentive for that Obligor to maintain service with Verizon Wireless or upgrade that Obligor’s wireless device, even if those credits could lead to shortfalls in payments received by the Trust on any Receivable and (ii) offer upgrades to various Obligors, in either case, even if the Marketing Agent, the related Originator or the Parent Support Provider, as applicable, fails to remit required amounts in respect of those credits or Upgrade Prepayments when due and even if that failure would constitute an Amortization Event.  If Cellco takes any of the actions set forth in (i) or (ii) above, and fails to remit these amounts when due, there may be a shortfall in available funds and therefore, a shortfall in Series 2022-4 Available Funds.
Any of the actions described above taken by the Servicer or the Marketing Agent may not align with the interests of the Trust, and you may incur losses on your Notes.
The financial condition of the Parent Support Provider, the Servicer, the Marketing Agent or the Originators may affect their ability to perform their obligations, adversely impacting the Trust’s ability to make payments on the Notes, and you may incur losses on your Notes
 
A deterioration in the financial condition of the Parent Support Provider, the Servicer, the Marketing Agent or the Originators could adversely affect, among other things, (a) an Originator’s ability to reacquire a Receivable as required under the Transfer and Servicing Agreement or the Originator Receivables Transfer Agreement, (b) the Servicer’s ability to acquire a Receivable required to be acquired by it under the Transfer and Servicing Agreement or the Additional Transferor Receivables Transfer Agreement, (c) the Marketing Agent’s ability to acquire a Receivable or make certain payments and prepayments in respect of Receivables as required under the Transfer and Servicing Agreement, or to cause the related Originator to do so, (d) the Servicer’s ability to effectively service the Receivables pursuant to the terms of the Transfer and Servicing Agreement, or (e) the ability of the Parent Support Provider to perform its obligations under the Parent Support Agreement.


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There are a large number of factors that may affect the financial condition of these parties, including unfavorable economic conditions, the competitiveness of their businesses, their ability to respond to changes or disruptions in technology and consumer demand, their relationships with key suppliers and vendors, the regulatory framework in which they operate (including laws or regulations enacted to address the potential impacts of climate change), the potential for cyber attacks affecting their operations and business relationships, external events impacting their infrastructure or operations, such as natural disasters, extreme weather conditions or terrorist or other hostile acts, the availability of financing to fund operations and refinance existing debt, changes in pension and benefit costs, work stoppages by the unionized portion of their workforces, the adverse outcome of litigation and public health crises (such as the COVID-19 Pandemic).
In the event that the financial condition of the Parent Support Provider, the Servicer, the Marketing Agent or any Originator caused that party to be unable to perform its obligations under the transaction documents, the ability of the Trust to make payments on the Notes could be significantly adversely affected, and you may incur losses on your Notes.
Bankruptcy of any Originator, the Additional Transferor, the Servicer, the Marketing Agent or the Parent Support Provider may result in delayed payments on your Notes or you may incur losses on your Notes
 
If any Originator, the Additional Transferor, the Servicer, the Marketing Agent or the Parent Support Provider becomes subject to bankruptcy proceedings, you may experience delayed payments on your Notes or you may incur losses on your Notes.
The court in a bankruptcy proceeding could conclude that any Originator, the Depositor or the Additional Transferor, as applicable, effectively still owns the Receivables absolutely assigned by it to the Depositor or to the Trust, as applicable, because the assignment of those Receivables to the Depositor or to the Trust, as applicable, was not a “true sale.”  If a court were to reach this conclusion, payments on your Notes could be reduced or delayed, as described under “Some Important Legal Considerations—Matters Relating to Bankruptcy—Transfer of Receivables by the Originators and the Additional Transferor to the Depositor.”
   
In addition, if a court were to conclude that the Depositor should be consolidated with the Trust in the event of the Depositor’s bankruptcy, the Receivables would be owned by the Depositor and payments may be delayed or other remedies imposed by the bankruptcy court that could cause you to incur losses on your Notes.
   
Any bankruptcy or insolvency proceeding involving Cellco may also adversely affect the rights and
     

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remedies of the Trust and payments on your Notes, as described under “Some Important Legal Considerations—Matters Relating to Bankruptcy— Bankruptcy Proceedings of Cellco, the Depositor, the Originators or the Servicer.”  In addition, a bankruptcy of Cellco would be a Servicer Termination Event, which in turn will be an Amortization Event.
Moreover, under the transaction documents, the Parent Support Provider will guarantee the payment obligations of the Originators, the Servicer and the Marketing Agent with respect to reacquisitions or acquisitions of Receivables, and other payment obligations as set forth under “Parent Support Provider.”  To the extent of a bankruptcy of the Parent Support Provider, the Parent Support Provider may be unable to make a payment when required, and amounts available to pay interest on and, during the Amortization Period, principal of your Notes may be reduced, and you may incur losses on your Notes.
For more information about the effects of a bankruptcy on your Notes, you should read “Some Important Legal Considerations—Matters Relating to Bankruptcy.”
Legal and Regulatory Risks
Federal financial regulatory reform could have an adverse impact on Cellco, the Depositor, the Trust or the Additional Transferor, which could adversely impact the servicing of the Receivables or the securitization of Device Payment Plan Agreements
 
The Dodd-Frank Act is extensive legislation that impacts financial institutions and other non-bank companies, including Cellco.  The Dodd-Frank Act created the CFPB, an agency responsible for administering and enforcing the laws and regulations for consumer financial products and services, including against non-bank companies.
The Dodd-Frank Act affects the offering, marketing and regulation of consumer financial products and services offered by or through covered persons, which could include Cellco, the Depositor, the Trust or the Additional Transferor.  Title X of the Dodd-Frank Act gives the CFPB supervision, examination and enforcement authority over the consumer financial products and services offered by certain non-depository institutions and large insured depository institutions.  In particular, three of the primary purposes of the CFPB are to enforce federal consumer financial laws, to ensure that consumers receive clear and accurate disclosures regarding financial products and to protect consumers from discrimination and unfair, deceptive and abusive acts and practices.  The CFPB also has broad rulemaking, examination and enforcement authority over parties offering or providing consumer financial products and services or otherwise subject to federal consumer financial laws and authority to prevent “unfair, deceptive or abusive” acts and practices.  The CFPB has the authority to write regulations under federal consumer financial laws,

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and to enforce those laws against and examine a wide variety of large depository institutions and other non-bank providers of consumer financial products and services for compliance.  It is also authorized to collect fines and seek various forms of consumer redress in the event of alleged violations, engage in consumer financial education, track consumer complaints, request data and promote the availability of financial services to underserved consumers and communities.
Depending on how the CFPB functions and its areas of focus, it could increase the compliance costs for Cellco, the Depositor, the Trust or the Additional Transferor.  The CFPB is authorized to pursue administrative proceedings or litigation for violations of federal consumer financial laws.  In these proceedings, the CFPB can obtain cease and desist orders (which can include orders for restitution or rescission of contracts, as well as other kinds of affirmative relief) and monetary penalties.  Also, where a company has violated Title X of the Dodd-Frank Act or CFPB regulations promulgated under the authority granted to the CFPB by Title X, the Dodd-Frank Act empowers state attorneys general and state regulators to bring civil actions for the kind of cease and desist orders available to the CFPB. 
The CFPB has also successfully asserted the power to investigate and bring enforcement actions directly against securitization vehicles. On December 13, 2021, in an action brought by the CFPB, the U.S. District Court for the District of Delaware denied a motion to dismiss filed by a securitization trust by holding that the trust is a “covered person” under the Dodd-Frank Act because it engages in the servicing of loans, even if through servicers and subservicers. CFPB v. Nat’l Collegiate Master Student Loan Trust, No. 1:17-cv-1323-SB (D. Del.). On February 11, 2022, the district court granted the defendant trusts’ motion to certify that order for immediate appeal and stayed the case pending resolution of any appeal.  While the district court did not decide whether the trust could be held liable for the conduct of the servicer at this stage of the case, the CFPB could make that argument if the case is allowed to proceed. Depending on the outcome of the appeal, the CFPB may rely on this decision as precedent in investigating and bringing enforcement actions against other trusts, including the Trust, in the future.
In addition, there are other provisions of the Dodd-Frank Act which, if and depending on how they are implemented, could have an adverse impact on the securitization of Device Payment Plan Agreements by limiting certain common practices in securitizations.  For example, the so-called “Franken Amendment” would allow the SEC to randomly assign securities to nationally accredited rating

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agencies, and the proposed securitization conflicts of interest rule would prohibit securitization participants from entering into transactions that would involve or result in any material conflict of interest with respect to any investor.
Until all rulemaking is complete, it is not clear whether the Dodd-Frank Act ultimately will have an adverse impact on the servicing of the Receivables, on the securitization of the Device Payment Plan Agreements or on the regulation and supervision of Cellco, the Depositor, the Trust or the Additional Transferor.
The CARES Act, adopted to address the COVID-19 Pandemic, included various provisions intended to help consumers.   Certain portions of the CARES Act lapsed at the end of 2020.  The Appropriations Act included a $900 billion economic stimulus package and renewed certain provisions of the CARES Act, including reauthorizing and providing additional funding for several stimulus programs established by the CARES Act.  The Appropriations Act also restored the Federal Pandemic Unemployment Compensation program, which provides an additional $300 per week to individuals collecting traditional unemployment compensation. This benefit was available for weeks of unemployment beginning after December 26, 2020 and ending on March 14, 2021.  On March 11, 2021, the Rescue Plan Act was signed, which provided additional stimulus checks for individuals and families, and, among other things, (i) an extension of federal unemployment insurance benefits through September 6, 2021, (ii) aid to state and local governments, (iii) funding for vaccine distribution and (iv) additional funds to elementary, middle and high schools to assist with safe reopening.  It is not known how many Obligors under the Receivables may have been or are receiving benefits under the CARES Act, the Appropriations Act or the Rescue Plan Act, or what the effect of any reduction of such benefits may be on the ability of the Obligors to meet their payment obligations under the Receivables.  The full impact of these acts, and the potential impact of future similar legislation, on the Sponsor and its affiliates or on the Obligors under the Receivables is not yet known.  It is possible that compliance with the regulations implemented under these acts may impose costs on, or create operational constraints for, Cellco and may have an adverse impact on the ability of Cellco to effectively service the Receivables.  Furthermore, it is unknown what effect, if any, the expiration or modification of certain of these governmental measures (including, without limitation, in respect of unemployment relief) may have on the ability of the Obligors to make timely 

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payments.  In addition, federal, state and local governments or regulatory bodies have enacted, and could enact in the future, additional laws, regulations, executive orders or other guidance prohibiting the termination of service to customers for non-payment and precluding other collection actions during the COVID-19 Pandemic.  See “—Adverse events arising from the COVID-19 Pandemic may cause you to incur losses on your Notes” below.
For a discussion on the impact of any investigations based on federal financial regulatory laws and related settlements, see “—The application of credits to Obligor accounts may reduce payments received on the Receivables, which may delay payments on the Notes or result in losses on the Notes” above.
The Notes may not be a suitable investment for investors subject to the EU Securitization Regulation or the UK Securitization Regulation
 
The Originators will agree to retain, through their ownership of the beneficial interest in the True-up Trust, on an ongoing basis, the EU/UK Retained Interest, as described in more detail in “Credit Risk Retention—EU Risk Retention” and “—UK Risk Retention”.  In addition, the Originators will agree not to, and to procure that the True-up Trust does not, sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU/UK Retained Interest or subject it to any credit risk mitigation or hedging, except to the extent permitted by the EU Securitization Regulation Rules and the UK Securitization Regulation Rules, in each case in effect at the relevant time.
 
However, except as described in “Credit Risk Retention —EU Risk Retention” and “—UK Risk Retention” of this prospectus, none of the Sponsor, the Depositor, the Originators, the Additional Transferor, the Trust, the Parent Support Provider, the Master Collateral Agent, the Indenture Trustee, the Owner Trustee or any of the underwriters, or any of their respective affiliates, corporate officers, professional advisors or any other transaction party or Person is required by the transaction documents, or intends, to take or refrain from taking any action with regard to the transaction described in this prospectus in a manner prescribed or contemplated by the EU Securitization Regulation Rules or the UK Securitization Regulation Rules, or to take any action for purposes of, or in connection with, facilitating or enabling the compliance by any investor with the EU Due Diligence Requirements or the UK Due Diligence Requirements.

In particular, the securitization transaction described in this prospectus is not being structured to ensure compliance by any Person with the transparency and reporting requirements of Article 7 of the EU Securitization Regulation or Article 7 of the UK Securitization Regulation. None of the Originators nor any other party to the transaction described in

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this prospectus will be required to produce any information or disclosure for purposes of Article 7 of the EU Securitization Regulation or Article 7 of the UK Securitization Regulation, or to take any other action in accordance with, or in a manner contemplated by, such articles.
 
Prospective investors should analyze their own legal and regulatory position and are encouraged to consult with their own investment and legal advisors, regarding the application of and the compliance with the EU Securitization Regulation, the UK Securitization Regulation or other applicable regulations and the suitability of the Notes for investment.
 
Failure by an EU Affected Investor to comply with one or more of the requirements of the EU Securitization Regulation Rules or by a UK Affected Investor to comply with one or more requirements of the UK Securitization Regulation Rules with respect to an investment in the Notes may result in the imposition of a penalty regulatory capital charge through additional risk weights levied in respect of the Notes acquired by such investors, or the imposition of other regulatory sanctions or measures.
 
The EU Securitization Regulation Rules, the UK Securitization Regulation Rules and any changes to the regulation or regulatory treatment of the Notes for some or all investors may negatively impact the regulatory position of EU Affected Investors and UK Affected Investors and have an adverse impact on the value and liquidity of the Notes.
 
For more information regarding the EU Securitization Rules and the UK Securitization Rules, see “Credit Risk Retention—EU Risk Retention” and “—UK Risk Retention”, “EU Securitization Regulation” and “UK Securitization Regulation.”
   

Risk Related to Credit Ratings
A reduction, withdrawal or qualification of the ratings on your Notes, or the issuance of unsolicited ratings on your Notes, could adversely affect the market value of your Notes and/or limit your ability to resell your Notes
 
The ratings on the Notes are not recommendations to purchase, hold or sell the Notes and do not address market value or investor suitability.  The ratings reflect each rating agency’s assessment of the future performance of the Receivables, the credit and payment enhancement on the Notes and the likelihood of repayment of the Notes. The ratings do not address the likelihood of the payment of Make-Whole Payments or Additional Interest Amounts.  There can be no assurance that the Notes will perform as expected or that the ratings will not be reduced, withdrawn or qualified in the future as a result of a change of circumstances, deterioration in the performance of the Receivables, a multi-notch downgrade in the debt of Verizon Communications below investment grade, errors in analysis or

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otherwise.  None of the Depositor, the Sponsor, the Parent Support Provider or any of their affiliates will have any obligation to replace or supplement any credit or payment enhancement or to take any other action to maintain any ratings on the Notes.  If the ratings on your Notes are reduced, withdrawn or qualified, there could be an adverse effect on the market value of your Notes and/or on your ability to resell your Notes.

   
The Sponsor has hired two (2) rating agencies that are NRSROs and will pay them a fee to assign ratings on the Notes.  The Sponsor has not hired any other NRSRO to assign ratings on the Notes and is not aware that any other NRSRO has assigned ratings on the Notes.  However, under SEC rules, information provided to a hired rating agency for the purpose of assigning or monitoring the ratings on the Notes is required to be made available to each NRSRO in order to make it possible for non-hired NRSROs to assign unsolicited ratings on the Notes.  It is possible that any non-hired NRSRO could assign an unsolicited rating on the Notes.  An unsolicited rating could be assigned at any time, including prior to the Closing Date, and none of the Sponsor, the Depositor, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned after the date of this prospectus.  NRSROs, including the hired rating agencies, have different methodologies, criteria, models and requirements.  If any non-hired NRSRO assigns an unsolicited rating on the Notes, there can be no assurance that the rating will not be lower than the ratings provided by the hired rating agencies, which could adversely affect the market value of your Notes and/or limit your ability to resell your Notes.  In addition, if the Sponsor fails to make available to the non-hired NRSROs any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the Notes, a hired rating agency could withdraw its ratings on the Notes, which could adversely affect the market value of your Notes and/or limit your ability to resell your Notes.
The rating of any Letter of Credit Provider may affect the ratings of the Notes
 
Any rating agencies rating the Notes will consider the provisions of any Letter of Credit and any ratings assigned to the related Letter of Credit Provider.  A downgrade, suspension or withdrawal of the rating of the debt of a Letter of Credit Provider by any rating agency may result in the downgrade, suspension or withdrawal of the rating assigned by that rating agency to any class (or all classes) of Notes.  A downgrade, suspension or withdrawal of the rating assigned by any rating agency to a class of Notes would likely have adverse consequences on their liquidity or market value.  As of the Closing Date, the transaction will not have a Letter of Credit Provider.

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Risks Related to Current Events
Adverse events arising from the COVID-19 Pandemic may cause you to incur losses on your Notes
 
COVID-19 was identified in late 2019 and has since spread throughout the world, including throughout the United States.
The impacts from the COVID-19 Pandemic on Verizon’s operations were significant during 2020.  It is unclear how many Obligors have been and will continue to be adversely affected by the COVID-19 Pandemic and the related economic uncertainty, each of which could have a negative impact on the ability of Obligors to make timely payments on the Receivables and may result in losses on your Notes.
The COVID-19 Pandemic continues to be dynamic, and near-term challenges across the economy remain, including the recent surge of new virus variants across the United States.  Depending on the length, severity and any resurgence of the COVID-19 Pandemic, Verizon may offer new repayment programs or other types of relief to its customers.  See “Servicing the Receivables and the Securitization Transaction.”  While Verizon has not experienced a material impact on its business from these variants thus far, Verizon cannot predict with certainty the ultimate impact they may have on the results of its operations in the future, and will continue to monitor their daily evolution.
The Trust’s ability to make payment on the Notes could be materially adversely affected by a crisis, like the COVID-19 Pandemic, that significantly impacts the way customers use and are able to pay for wireless devices.
   
Because the severity, magnitude and duration of the COVID-19 Pandemic and its economic consequences are uncertain and rapidly changing, the impact on the Notes remains uncertain and difficult to predict. The COVID-19 Pandemic could also significantly increase the probability or consequences of the other risks described in this Risk Factors section, such as risks associated with the performance of the Receivables, the geographic concentration of the Receivables, and the credit ratings and secondary market liquidity of the Notes. In addition, the ultimate impact of the COVID-19 Pandemic on the Notes depends on many factors, including those discussed above, that are beyond the control of Cellco.
General Risk Factors
The Notes are not suitable for all investors
 
The Notes are not suitable investments for all investors. In particular, you should not purchase the Notes unless you understand the structure, including the priority of payments, and prepayment, credit, liquidity and market risks associated with the Notes.

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The Notes are complex securities.  There can be no assurance regarding the ability of particular investors to purchase the Notes under current or future applicable legal investment or other restrictions or as to the consequences of an investment in the Notes for these purposes or under current or future restrictions. Certain regulatory or legislative provisions applicable to certain investors may have the effect of limiting or restricting their ability to hold or acquire the Notes, which in turn may adversely affect the ability of investors in the Notes who are not subject to those provisions to resell their Notes in the secondary market and may adversely affect the price realized for the Notes.

The absence of a secondary market for your Notes, financial market disruptions and a lack of liquidity in the secondary market could adversely affect the market value of your Notes and/or limit your ability to resell them
 
If a secondary market for your Notes does not develop, it could limit your ability to resell them.  This means that if you want to sell any of your Notes before they mature, you may be unable to find a buyer or, if you find a buyer, the selling price may be less than it would have been if a secondary market existed.  The underwriters may assist in the resale of Notes, but will not be required to do so.  In addition, the underwriters expect to make a market in the Notes but will not be obligated to do so and may be unwilling or unable to make a market in the Notes due to regulatory developments or otherwise. Even if a secondary market does develop, it might not continue, it might be disrupted by events in the global financial markets, or it might not be sufficiently liquid to allow you to resell your Notes.
Because the Notes are in book-entry form, your rights can only be exercised indirectly
 
Because the Notes will be issued in book-entry form, you will be required to hold your interest in the Notes through DTC in the United States, or Clearstream or Euroclear or their successors or assigns. Transfers of interests in the Notes within these clearing agencies must be made in accordance with the usual rules and operating procedures of those systems. So long as the Notes are in book-entry form, you will not be entitled to receive a definitive note representing your interest. The Notes will remain in book-entry form except in the limited circumstances described under “Description of the Notes—Book-Entry Registration.” Unless and until the Notes cease to be held in book-entry form, neither the Master Collateral Agent nor the Indenture Trustee will recognize you as a “Noteholder,” as the term is used in the Master Collateral Agreement or Indenture, as applicable, except in the limited circumstances relating to the Asset Representations Review, dispute resolution and Noteholder communication procedures described in this prospectus.  As a result, you will only be able to exercise the rights of Noteholders indirectly through your applicable clearing agency and its participating organizations. Holding the Notes in book-entry form could also limit your ability to pledge your Notes to Persons or entities that do not participate in any of these clearing agencies and to

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take other actions that require a physical certificate representing the Notes.
Interest on and principal of the Notes will be paid by the Trust to DTC as the record holder of the Notes while they are held in book-entry form. DTC will credit payments received from the Trust to the accounts of its participants which, in turn, will credit those amounts to Noteholders either directly or indirectly through indirect participants. This process may delay your receipt of principal and interest payments from the Trust.

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DESCRIPTIONS OF THE TRANSACTION DOCUMENTS
The following sections of this prospectus contain summaries of certain material terms of the transaction documents, including the Trust Agreement, the Administration Agreement, the Master Collateral Agreement, the Transfer and Servicing Agreement, the Receivables Transfer Agreements, the Asset Representations Review Agreement and the Indenture, but these summaries are not complete descriptions of these transaction documents.  For more details about the transaction documents, you should read the Trust Agreement, the Administration Agreement, the Master Collateral Agreement, the Transfer and Servicing Agreement, the Receivables Transfer Agreements, the Asset Representations Review Agreement and the form of Indenture that are included as exhibits to the registration statement filed with the SEC that includes this prospectus.  In addition, a copy of the Indenture will be filed with the SEC upon the filing of this prospectus.
THE TRUST
The Trust is a Delaware statutory trust governed by the Trust Agreement.  The Trust’s fiscal year is the calendar year.  The Trust acquired prior to the Closing Date, and may acquire in the future, Device Payment Plan Agreements originated by the Originators.
Each Series of Credit Extensions will be secured by all Trust DPPAs.  For purposes of allocations of cash flows to a particular Series, the Trust may designate Trust DPPAs to particular Groups.  Initially, all Trust DPPAs will be designated to Group 1. In the future, for purposes of allocations of cash flows, Trust DPPAs may be designated to different Groups. The Notes are secured by all of the Trust DPPAs and will be paid from Collections on and proceeds of the Receivables that are allocated to the Notes under the Transaction Documents.  The Trust, as a master trust, has issued four other Group 1 Series of notes and has entered into two other Group 1 Series of loans.  The Trust expects to issue another Group 1 Series of notes on the Closing Date, and expects to issue or enter into in the future other Group 1 Series which also will be secured by all of the Trust DPPAs and will be paid from Collections on and proceeds of the Receivables that are allocated to such Group 1 Series under the Transaction Documents. The Notes will not be entitled to receive collections on or proceeds of any Trust DPPAs other than the Receivables, expect in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default.”
Trust DPPAs may be designated to Groups other than Group 1, and the Trust may issue or enter into Credit Extensions, other than the Group 1 Credit Extensions, that will be secured by all Trust DPPAs and allocated cash flows from the Trust DPPAs designated to such other Group.  No Credit Extensions that are allocated cash flows from Trust DPPAs designated to any Group (including the Group 1 Credit Extensions with respect to Group 1) will be entitled to receive collections on or proceeds of, any assets of the Trust other than the assets designated to that Group, except to the extent Trust DPPAs designated to any other Group are sold upon the occurrence of an Event of Default and an acceleration of the Notes in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default.”  No information is provided in this prospectus with respect to any Trust DPPAs other than the Receivables, other than as specifically set forth under “Servicing the Receivables and the Securitization Transaction” and in Annex A  or any Credit Extensions other than the Notes, except for certain information with respect to prior securitized pools of the Sponsor set forth in Annex C and the Group 1 Credit Extensions set forth in Annex D.
The purposes of the Trust will be to:

from time to time acquire Device Payment Plan Agreements,

from time to time to issue or enter into Series, including Series 2022-4;

pledge all of the Trust’s right, title and interest in Trust DPPAs (including the Receivables) to the Master Collateral Agent to secure payments on the related Credit Extensions,

pledge all of the Trust’s right, title and interest in certain assets to (i) an indenture trustee or (i) to a collateral agent, in each case to secure payments on the related Credit Extensions,
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enter into and perform its obligations under the transaction documents and any other Series Related Documents,

make payments on the Credit Extensions, and

engage in other related activities to accomplish these purposes.
The Trust may not engage in any other activities and may not invest in any other securities (other than permitted investments) or make loans to any Persons.  The Trust has no employees and does not conduct unrelated business activities.
The Trust Agreement may be amended by the Depositor and the Owner Trustee without the consent of any Creditors, Creditor Representatives or Certificateholders, for any of the following purposes:

to cure any ambiguity, to correct an error or to correct or supplement any provision of the Trust Agreement that may be defective or inconsistent with the other terms of the Trust Agreement, or

to evidence the acceptance of the appointment under the Trust Agreement of a successor owner trustee and to add to or change the Trust Agreement as necessary to facilitate the administration of the trusts under the Trust Agreement by more than one owner trustee.
The Depositor and the Owner Trustee may, with the consent of the Certificateholders, but without the consent of any Creditors or Creditor Representatives, enter into an amendment or amendments to the Trust Agreement for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Trust Agreement or modifying in any manner the rights of the Creditors under the Trust Agreement if (A) the Trust or the Administrator shall have delivered to the Master Collateral Agent and the Owner Trustee an officer’s certificate, dated the date of any such action, stating that the Trust or the Administrator, as applicable, reasonably believes that such action will not have a material adverse effect on the interest of any Creditor or (B) the Rating Agency Condition has been satisfied for all Credit Extensions then rated by a rating agency.  The Depositor and the Owner Trustee, with the consent of the Certificateholders and the Majority Trust Creditor Representatives of each Group adversely affected thereby, may, with prior written notice to the rating agencies (if any Credit Extensions of an affected Group are then rated by a rating agency), enter into an amendment or amendments to the Trust Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust Agreement or of modifying in any manner the rights of the Creditors or Certificateholders under the Trust Agreement.  No amendment to the Trust Agreement, without the consent of the Certificateholders and each Creditor Representative representing each Series in each Group adversely affected by the amendment, may modify the percentage of Creditor Representatives or Creditors, or the percentage interest of Certificates, required to consent to any action.  The consent of the Master Collateral Agent will be required for any amendment described in this paragraph that has a material adverse effect on the rights, duties, obligations, immunities or indemnities of the Master Collateral Agent.
Any Creditor Representative consenting to any amendment will be deemed to agree that the amendment does not have a material adverse effect on it or on the related Creditors.  For any amendment, the Depositor or the Administrator will be required to deliver to the Owner Trustee an opinion of counsel stating that the amendment is authorized and permitted by the transaction documents and other applicable Series Related Documents and that all conditions precedent to the amendment have been satisfied.
The Trust may not consolidate or merge with or into any other Person or convey or transfer substantially all of its assets unless except as permitted by the Master Collateral Agreement.  The Trust may not permit the lien of (i) the Master Collateral Agreement to not constitute a valid and perfected first priority lien on the Receivables, the other Trust DPPAs and other assets of the Trust designated to a Group, subject to no adverse claims and (ii) the Indenture to not constitute a valid and perfected first priority lien on the assets of the Trust specifically designated to Series 2022-4, subject to no adverse claims.
The Servicer will indemnify the Trust for liabilities and damages caused by the Servicer’s willful misconduct, bad faith or gross negligence in the performance of its duties as Servicer.
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The Administrator will perform additional administrative services for the Trust and the Owner Trustee pursuant to the Administration Agreement, as further described under “Sponsor, Servicer, Custodian, Marketing Agent and Administrator.”
In addition to the Notes, Series 2022-4 will also include the Class R Interests, which will not have a principal balance, will not accrue interest and will only be entitled to all Series 2022-4 Available Funds on any Payment Date not needed to pay fees, expenses and indemnities of the Trust allocated to or otherwise payable by Series 2022-4 or to make interest and principal payments on the Notes, payments, if any, required to reimburse any Letter of Credit Provider for any amounts drawn under the Letter of Credit together with interest accrued on the drawn amount, any required deposits into the Reserve Account or the Principal Funding Account, any Additional Interest Amounts and Make-Whole Payments payable on that Payment Date.  The undivided ownership interests in the Trust will be evidenced collectively by the Certificates, which are entitled to (i) distributions of the Transferor’s Allocation on each Payment Date, (ii) any collections on or proceeds of any Trust DPPAs allocated to any other Series not needed to make payments on the related Credit Extensions, or to make any other required payments or deposits according to the priority of payments for such Series and (iii) investment earnings on amounts held in the Collection Account or any Series Bank Accounts.  The Certificates will be issued pursuant to the terms of the Trust Agreement and are governed by and shall be construed in accordance with the laws of the State of Delaware applicable to agreements made in and to be performed wholly within that jurisdiction.  The Certificates and the Class R Interests are not being offered pursuant to this prospectus and all information presented regarding the Certificates and the Class R Interests is given to further a better understanding of the Notes.  For a general description of the Certificates and the Class R Interests, see “Credit Risk Retention.
Addition of Receivables
From time to time, on each Acquisition Date, the Originators and the Additional Transferor will transfer Device Payment Plan Agreements and related property to the Depositor, who will subsequently transfer such Device Payment Plan Agreements and related property to the Trust.  The Administrator, with the assistance of each Originator and the Additional Transferor, will select each pool of Device Payment Plan Agreements to be transferred and assigned by each Originator and the Additional Transferor, respectively, and acquired by the Depositor (and subsequently the Trust) on each such Acquisition Date.  In connection with each such transfer, the Trust (or the Administrator, on behalf of the Trust) will also select the Group to which such Trust DPPAs shall be designated.  The Administrator has selected the Receivables to be designated to Group 1.
The transfers of Device Payment Plan Agreements and the designation of such Device Payment Plan Agreements as Receivables on each Acquisition Date will be subject to the satisfaction of the following conditions on or before such Acquisition Date:
(i)            Each Originator transferring Device Payment Plan Agreements on such Acquisition Date certifies solely with respect to itself that:
(A)    as of such Acquisition Date, (1) such Originator is solvent and will not become insolvent as a result of the transfer of the related Device Payment Plan Agreements on the Acquisition Date, (2) such Originator does not intend to incur or believe that it would incur debts that would be beyond the Originator’s ability to pay as the debts matured and (3) the transfer of the related Device Payment Plan Agreements is not made by such Originator with actual intent to hinder, delay or defraud any Person; and
(B) each of such Originator’s representations and warranties in the Originator Receivables Transfer Agreement (solely with respect to the related Device Payment Plan Agreements) will be true and correct as of the Acquisition Date; and
(ii)            The Depositor is solvent as of the Acquisition Date and before giving effect to the transfer of the related Device Payment Plan Agreements.
The Administrator shall deliver to the Depositor, the Trust and the Master Collateral Agent, no later than each Payment Date an acquisition notice for the Device Payment Plan Agreements transferred to the Trust
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on each Acquisition Date occurring during the calendar month preceding the month in which such Payment Date occurs (to the extent not included on any previously delivered acquisition notice), which acquisition notice will set forth (i) the Pool Balance, (ii) the Required Pool Balance, (iii) the Excess Concentration Amount for each Group 1 Series for which Group 1 Credit Extensions are Outstanding as of the related Acquisition Date and (iv) the Ineligible Amount for each Group 1 Series for which Group 1 Credit Extensions are Outstanding as of the related Acquisition Date, in each case as of such Acquisition Date and after giving effect to the acquisition of Receivables on each such Acquisition Date; provided that if such acquisition notice is delivered on the related Acquisition Date, the acquisition notice for the Device Payment Plan Agreements transferred to the Trust on that Acquisition Date will include the information set forth above solely with respect to the Device Payment Plan Agreements transferred on such Acquisition Date).
On any Acquisition Date, the Trust (or the Servicer on its behalf) may use Collections in respect of the Receivables to pay the Receivables Transfer Amount for the Device Payment Plan Agreements to be acquired by the Trust and designated to Group 1; provided, that neither the Trust nor the Servicer shall make any such payment unless, in either such case:
(i)            no event has occurred and is continuing, or would result from such use of Collections, which constitutes (x) an Event of Default, Servicer Termination Event or amortization event for any Group 1 Series or any event that with the giving of notice or the passage of time would constitute an Event of Default, Servicer Termination Event or amortization event for any Group 1 Series or (y) a Pool Balance Deficit;
(ii)            immediately after giving effect to such acquisition of Device Payment Plan Agreements, the Trust shall be in compliance in all material respects with all representations, warranties and covenants under the transaction documents;
(iii)            the Servicer shall have delivered to the Master Collateral Agent and each Group 1 Creditor Representative the information required to be delivered by it under the Transfer and Servicing Agreement in connection therewith; and
(iv)            such Device Payment Plan Agreements are Eligible Receivables as of the related Cutoff Date.
In addition, after the related Acquisition Date, on any Designation Date, from time to time the Trust (or the Administrator, on behalf of the Trust), with the consent of the Servicer, may re-designate Trust DPPAs previously designated to a Group that does not relate to any Outstanding Credit Extensions to Group 1.  The Servicer shall represent and warrant that any Trust DPPAs re-designated to Group 1 on any Designation Date are Eligible Receivables as of the related Cutoff Date.  The Administrator shall deliver to the Depositor, the Trust and the Master Collateral Agent, no later than each Payment Date, a designation notice for the Device Payment Plan Agreements re-designated to Group 1 on each Designation Date occurring during the calendar month preceding the month in which such Payment Date occurs, which designation notice will set forth (i) the Pool Balance, (ii) the Required Pool Balance, (iii) the Excess Concentration Amount for each Group 1 Series for which Group 1 Credit Extensions are Outstanding as of the related Designation Date and (iv) the Ineligible Amount for each Group 1 Series for which Group 1 Credit Extensions are Outstanding as of the related Designation Date, in each case as of such Designation Date and after giving effect to the designation of Receivables on each such Designation Date. In no event may Receivables be re-designated from Group 1 to another Group while any Credit Extensions related to Group 1 remain Outstanding.
Release of Receivables
The Master Collateral Agent shall release Receivables from the lien of the Master Collateral Agreement upon receipt of a Trust order and an officer’s certificate of the Administrator certifying that the following conditions have been satisfied as of the date of release (each date of transfer, a “Release Date”):
(i)    no event has occurred and is continuing, or would result from such release, which constitutes (x) an Event of Default, Servicer Termination Event or amortization event for any Group 1 Series (or an event that with the giving of notice or the passage of time would constitute an Event
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of Default, Servicer Termination Event or amortization event for any Group 1 Series) or (y) a Pool Balance Deficit;
(ii)      immediately after giving effect to such release of Receivables, the Trust shall be in compliance in all material respects with all representations, warranties and covenants contained in the transaction documents, except to the extent that any such failure would not have a material adverse effect on the Group 1 Credit Extensions;
(iii)      the Servicer shall have delivered the information required to be delivered by it under the Master Collateral Agreement; and
(iv)     the Trust (or the Administrator, on behalf of the Trust) has not selected the Receivables for release in a manner that could be reasonably expected to adversely affect the interest of the Group 1 Creditors.
The Trust may collect, liquidate, sell or otherwise dispose of Receivables released in accordance with the foregoing.
In addition to the foregoing, upon the occurrence of an event of default and an acceleration of the Credit Extensions for any Group other than Group 1, in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default,” the Master Collateral Agent may cause the Trust to sell a portion of the Receivables and other assets of the Trust designated to Group 1, so long as such sale will not result in an Event of Default or Pool Balance Deficit for Group 1, or an Amortization Event for any Group 1 Series (or an event that with the giving of notice or the passage of time would constitute such an Event of Default or Amortization Event).  The Receivables sold in any such sale described above may not be selected in a manner materially adverse to the interests of the Group 1 Creditors.
Issuance of Additional Group 1 Series
The Trust has issued four other Group 1 Series of notes and has entered into two other Group 1 Series of loans.  In addition, the Trust expects to issue another Group 1 Series of notes on the Closing Date.  The main terms of each such Group 1 Series are summarized in Annex D.
The Trust is a master trust that may from time to time issue or enter into additional Group 1 Series which are also entitled to receive Collections on and proceeds of the Receivables.  The following conditions must be satisfied prior to the Trust, in its sole discretion, issuing or entering into any additional Group 1 Series:
(i)            the Trust shall have given prior written notice of such additional Group 1 Series in accordance with the Master Collateral Agreement;
(ii)     the Trust shall have delivered the operative agreements for such additional Group 1 Series in accordance with the Master Collateral Agreement;
(iii)        the Trust (or the Administrator on behalf of the Trust) shall have delivered to the Master Collateral Agent an officer’s certificate to the effect that, based upon the facts known to such officer, the consummation of such additional Group 1 Series will not (x) result in the occurrence of (1) an amortization event with respect to any other Group 1 Series or (2) an Event of Default or (y) materially and adversely affect the amount of distributions to be made to the Creditors of any other Group 1 Series pursuant to the transaction documents and other Series Related Documents, in each case, as determined in accordance with the Master Collateral Agreement;
(iv)           no Pool Balance Deficit is continuing or will result from issuing or entering into such additional Group 1 Series, as evidenced by an officer’s certificate of the Servicer delivered to the Master Collateral Agent;
(v)            the Trust shall have delivered to the Master Collateral Agent and each Group 1 Creditor Representative (with a copy to each rating agency engaged to rate any Group 1 Credit
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Extensions, if any) a tax opinion, dated the applicable closing date with respect to such additional Group 1 Series;
(vi)            the Trust shall have delivered to the Master Collateral Agent and each Group 1 Creditor Representative an opinion of counsel substantially to the effect that:
(A)           all conditions precedent to issuing or entering into such additional Group 1 Series have been complied with;
(B)           the operative agreement for such additional Group 1 Series has been duly authorized, executed and delivered by the Trust; and
(C)            the operative agreement for such additional Group 1 Series constitutes the legal, valid and binding obligation of the Trust, entitled to the benefits of the Master Collateral Agreement and enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity;
(vii)            the Trust shall have delivered such other documents, instruments, certifications, agreements or other items as the Master Collateral Agent may reasonably require;
(viii)         the Group 1 Creditor Representative appointed in connection with such additional Group 1 Series shall become party to the Master Collateral Agreement by executing and delivering a joinder thereto; and
(ix)            the Trust shall have satisfied such other conditions, if any, to the designation of any additional Group 1 Series as set forth in the operative agreement for any Group 1 Series.
No Group 1 Series (or any Group 1 Creditor Representative with respect thereto) or Group 1 Creditor (including any Noteholder) will have the right to consent to the Trust issuing or entering into any additional Group 1 Series if the conditions set forth above are satisfied.  For the avoidance of doubt, borrowings and increases in the principal amount of “variable funding” Group 1 Credit Extensions up to an applicable existing maximum commitment amount will not constitute the Trust issuing or entering into an additional Group 1 Series that separately needs to satisfy the requirements above.  The Group 1 Credit Extensions of all Outstanding Group 1 Series shall be equally and ratably entitled to the benefits of the Master Collateral Agreement without preference, priority or distinction.  Each Group 1 Series will only be entitled to a portion of the Collections on the Receivables based on the Series Allocation Percentage for such Group 1 Series, as described under “Description of the Notes—Allocation of Group 1 Available Funds.”
DEPOSITOR
Verizon ABS II LLC is a Delaware limited liability company created in August 2016.  Cellco is the sole member of the Depositor.  The Depositor has the limited purpose of acquiring Device Payment Plan Agreements and all payments on or under and all proceeds of the Device Payment Plan Agreements from the Originators and the Additional Transferor and transferring the Device Payment Plan Agreements and all payments on or under and all proceeds of the Device Payment Plan Agreements to the Trust, and other issuing entities substantially similar to the Trust, for securitization transactions.
The Depositor must enforce each Originator’s reacquisition obligation described under “The Originators” and the Servicer’s acquisition obligation described under “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments.”  The Depositor will have no other ongoing duties with respect to the Trust.
OWNER TRUSTEE
Wilmington Trust, National Association will act as Owner Trustee under the Trust Agreement. WTNA is a national banking association with trust powers incorporated in 1995. The Owner Trustee’s principal place
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of business is located at 1100 North Market Street, Wilmington, Delaware 19890.  WTNA is an affiliate of Wilmington Trust Company and both WTNA and Wilmington Trust Company are subsidiaries of Wilmington Trust Corporation. Since 1998, Wilmington Trust Company has served as trustee in numerous asset-backed securities transactions.
WTNA is subject to various legal proceedings that arise from time to time in the ordinary course of business. WTNA does not believe that the ultimate resolution of any of these proceedings will have a materially adverse effect on its services as Owner Trustee.
WTNA has provided the above information for purposes of complying with Regulation AB.  Other than the information above, WTNA has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus.
 The Owner Trustee’s main duties will be:

distributing amounts allocable to the Certificateholders under the transaction documents, and

executing documents on behalf of the Trust.
The Owner Trustee will not be liable for any action, omission or error in judgment unless it is caused by the willful misconduct, bad faith or gross negligence of the Owner Trustee.  The Owner Trustee will not be required to (i) take any action under a transaction document if the Owner Trustee reasonably determines, or is advised by counsel, that the action is likely to result in liability on the part of the Owner Trustee, is contrary to a transaction document or is not permitted by applicable law or (ii) pay or risk funds or incur any financial liability in the performance of its rights or powers under a transaction document if the Owner Trustee has reasonable grounds for believing that payment of such funds or adequate indemnity against the risk or liability is not reasonably assured or given to it.  The Owner Trustee will not have any obligation or responsibility to monitor or enforce the Sponsor’s compliance with any risk retention requirements and shall not be charged with knowledge of the U.S. Risk Retention Rules, nor shall it be liable to any Group 1 Creditor, Certificateholder or other party for violation of the U.S. Risk Retention Rules now or hereafter in effect, except as otherwise may be explicitly required by law, rule or regulation.
Each of the Servicer and the Marketing Agent will indemnify the Owner Trustee for liabilities and damages caused by its willful misconduct, bad faith or gross negligence in the performance of its duties as Servicer or Marketing Agent, as applicable.  The Trust will indemnify the Owner Trustee for all liabilities and damages arising out of the Owner Trustee’s performance of its duties under the Trust Agreement unless caused by the willful misconduct, bad faith or gross negligence of the Owner Trustee or as a result of any breach of representations made by the Owner Trustee in the Trust Agreement.
The Owner Trustee will be entitled to a fee in connection with the performance of its duties under the transaction documents.  The Trust will pay the fees of the Owner Trustee, reimburse the Owner Trustee for expenses incurred in performing its duties, and pay any indemnities due to the Owner Trustee, in each case, in connection with the performance of its duties under the transaction documents.  The Trust will pay the Series 2022-4 Group Allocated Percentage of such amounts from Series 2022-4 Available Funds on each Payment Date in accordance with the priorities set forth under “Description of the Notes—Priority of Payments.” If the Notes have been accelerated after the occurrence of an Event of Default, the Trust will pay the Series 2022-4 Group Allocated Percentage of such amounts from Series 2022-4 Available Funds on each Payment Date in accordance with the priorities set forth under “Description of the Notes—Post-Acceleration Priority of Payments.”
The Owner Trustee may resign at any time by notifying the Depositor and the Administrator at least thirty (30) days in advance.  The Administrator may remove the Owner Trustee at any time and for any reason with at least thirty (30) days’ notice, and must remove the Owner Trustee if the Owner Trustee becomes legally unable to act, becomes subject to a bankruptcy or is no longer eligible to act as Owner Trustee under the Trust Agreement because of changes in its legal status, financial condition or specific rating conditions.  No resignation or removal of the Owner Trustee will be effective until a successor owner trustee is in place.  If not paid by the Trust, the Administrator will reimburse the Owner Trustee and the successor owner trustee for any expenses associated with the replacement of the Owner Trustee.
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The Trust Agreement will terminate on the later of the date when:

the last Trust DPPA has been paid in full, settled, sold or written-off and all cash collections and other cash proceeds (whether in the form of cash, wire transfer or check) in respect of the Trust DPPAs (other than recoveries on written-off Trust DPPAs, including any proceeds from the sale of a wireless device securing a Trust DPPA) have been received by the Servicer during the period and applied, and

the Trust has paid all Credit Extensions in full, and all other amounts payable by it under the transaction documents.
Upon termination of the Trust Agreement, any remaining Trust assets will be distributed to the Certificateholders and the Trust will be terminated.
MASTER COLLATERAL AGENT AND INDENTURE TRUSTEE
U.S. Bank National Association, a national banking association, will act as Master Collateral Agent under the Master Collateral Agreement and as Indenture Trustee under the Indenture.
U.S. Bank N.A. has made a strategic decision to reposition its corporate trust business by transferring substantially all of its corporate trust business to its affiliate, U.S. Bank Trust Company, National Association (“U.S. Bank Trust Co.”), a non-depository trust company.  (U.S. Bank N.A. and U.S. Bank Trust Co. are collectively referred to herein as “U.S. Bank”).  Upon U.S. Bank Trust Co.’s succession to the business of U.S. Bank N.A., it has become a wholly owned subsidiary of U.S. Bank N.A.  U.S. Bank will continue to act as Master Collateral Agent and as Indenture Trustee pursuant to the Transaction Documents until the conditions precedent to the transfer of U.S. Bank N.A.’s roles to U.S. Bank Trust Co. have been satisfied.  After such transfer, the Master Collateral Agent will maintain the Collection Account in the name of the Master Collateral Agent and the Indenture Trustee will maintain the Series Bank Accounts in the name of the Indenture Trustee, in each case, at U.S. Bank N.A., and the Master Collateral Agent and the Indenture Trustee, as applicable, will administer the Transaction Documents from the same location and using the same systems and employees as U.S. Bank N.A. has for this transaction and prior transactions of Verizon ABS II LLC.
U.S. Bancorp, with total assets exceeding $573 billion as of December 31, 2021, is the parent company of U.S. Bank, the fifth largest commercial bank in the United States.  As of December 31, 2021, U.S. Bancorp operated over 2,200 branch offices in 26 states. A network of specialized U.S. Bancorp offices across the nation provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses, and institutions.
U.S. Bank has one of the largest corporate trust businesses in the country with office locations in 48 domestic and 2 international cities.  The Indenture will be administered from U.S. Bank’s corporate trust office located at 190 South LaSalle Street, 7th floor, Mail code MK-IL-SL7C, Chicago, IL 60603, and its office for certificate transfer purposes is at 111 Fillmore Avenue, St. Paul, Minnesota 55107, Attention: Bondholder Services – Verizon Master Trust Series 2022-4.
 U.S. Bank has provided corporate trust services since 1924.  As of December 31, 2021, U.S. Bank was acting as trustee with respect to over 118,000 issuances of securities with an aggregate outstanding principal balance of over $5.2 trillion.  This portfolio includes corporate and municipal bonds, mortgage-backed and asset-backed securities and collateralized debt obligations.
The Indenture Trustee shall make each monthly statement available to the holders via the Indenture Trustee’s internet website at https://pivot.usbank.com.  Holders with questions may direct them to the Indenture Trustee’s bondholder services group at (800) 934-6802.
As of December 31, 2021, U.S. Bank (and its affiliate U.S. Bank Trust National Association) was acting as indenture trustee on 10 issuances of device payment plan asset-backed securities with an outstanding aggregate principal balance of approximately $9,930,115,704.53.
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U.S. Bank and other large financial institutions have been sued in their capacity as trustee or successor trustee for certain residential mortgage backed securities ("RMBS") trusts.  The complaints, primarily filed by investors or investor groups against U.S. Bank and similar institutions, allege the trustees caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers to comply with the governing agreements for these RMBS trusts.  Plaintiffs generally assert causes of action based upon the trustees’ purported failures to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties, notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and abide by a heightened standard of care following alleged events of default.
U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors, that it has meritorious defenses, and it has contested and intends to continue contesting the plaintiffs’ claims vigorously.  However, U.S. Bank cannot assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts.
On March 9, 2018, a law firm purporting to represent fifteen Delaware statutory trusts (the “DSTs”) that issued securities backed by student loans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S. Bank in its capacities as indenture trustee and successor special servicer, and three other institutions in their respective transaction capacities, with respect to the DSTs and the Student Loans.  This lawsuit is captioned The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al., C.A. No. 2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”).  The complaint, as amended on June 15, 2018, alleged that the DSTs have been harmed as a result of purported misconduct or omissions by the defendants concerning administration of the trusts and special servicing of the Student Loans.  Since the filing of the NCMSLT Action, certain Student Loan borrowers have made assertions against U.S. Bank concerning special servicing that appear to be based on certain allegations made on behalf of the DSTs in the NCMSLT Action.
U.S. Bank has filed a motion seeking dismissal of the operative complaint in its entirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case while other prior filed disputes involving the DSTs and the Student Loans are litigated.  On November 7, 2018, the Court ruled that the case should be stayed in its entirety pending resolution of the first-filed cases.  On January 21, 2020, the Court entered an order consolidating for pretrial purposes the NCMSLT Action and three other lawsuits pending in the Delaware Court of Chancery concerning the DSTs and the Student Loans, which remains pending.
U.S. Bank denies liability in the NCMSLT Action and believes it has performed its obligations as indenture trustee and special servicer in good faith and in compliance in all material respects with the terms of the agreements governing the DSTs and that it has meritorious defenses.  It has contested and intends to continue contesting the plaintiffs’ claims vigorously.
Master Collateral Agent
As further set forth in the Master Collateral Agreement, the Master Collateral Agent’s main duties with respect to Group 1 will be:

holding the security interest in the Trust assets on behalf of the Group 1 Creditors,

administering the Collection Account and making required remittances of amounts on deposit in the Collection Account to each Group 1 Series, in accordance with the Master Collateral Agreement,

following an Event of Default and acceleration of any Group 1 Credit Extensions, (i) instituting proceedings for the collection of all amounts then payable on the applicable Group 1 Credit Extensions, enforcing any judgment obtained and collecting from the Trust any amounts due, (ii) taking any appropriate action to protect and enforce the rights and remedies of the Master Collateral Agent and the Group 1 Creditors and (iii) causing the Trust to sell the Receivables and other assets of the Trust designated to Group 1 (and, in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of
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Default,” other Trust DPPAs designated to any other Group) in accordance with the Master Collateral Agreement, and

providing written notice to the Parent Support Provider of the failure of any Originator, the Servicer or the Marketing Agent, as applicable, to make required payments in respect of the Receivables under the transaction documents.
The Master Collateral Agent will not have the authority to, and will not, exercise any remedies upon the occurrence of an Event of Default unless directed in writing by the relevant Group 1 Creditor Representatives in accordance with the terms of the Master Collateral Agreement, and provided further that the Master Collateral Agent will not have the authority to, and will not, cause the Trust to sell the Receivables and other assets of the Trust designated to Group 1 (and, in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default,” other Trust DPPAs designated to any other Group) unless the conditions set forth under “Description of the Notes—Events of Default—Remedies Following Event of Default” have been satisfied.
The Master Collateral Agent shall not be charged with knowledge of an Event of Default, amortization event under any Group 1 Series or Servicer Termination Event, or any event that with the giving of notice or passage of time would constitute an Event of Default, amortization event under any Group 1 Series or Servicer Termination Event, unless a responsible person of the Master Collateral Agent obtains actual knowledge of such event or the Master Collateral Agent receives written notice of such event from the Trust, the Servicer or a Group 1 Creditor Representative, as applicable.
For a description of the rights and duties of the Master Collateral Agent after an Event of Default and upon acceleration of the Notes you should read “Description of the Notes—Events of Default.”
The Master Collateral Agent is only obligated to perform such duties as are specifically set forth in the Master Collateral Agreement.  Under the Master Collateral Agreement, the Master Collateral Agent shall solely be liable for its own grossly negligent action, its own grossly negligent failure to act, its grossly negligent action or failure to act in the handling of funds or its own willful misconduct; provided that the Master Collateral Agent will not be liable (i) for any error of judgment made in good faith by an officer or employee of the Master Collateral Agent unless it is proved that the Master Collateral Agent was grossly negligent in determining the relevant facts and (ii) with respect to any action taken or not taken in good faith in accordance with a direction received by it pursuant to the Master Collateral Agreement.
The Master Collateral Agent will not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under the Master Collateral Agreement or in the exercise of any of its rights or powers thereunder if it reasonably believes that repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it.  The Master Collateral Agent also will not be required to take action in response to requests or directions of any Group 1 Creditors, other than requests or directions from Public Group 1 Noteholders with respect to forwarding notices set forth under the dispute resolution procedures described under “Receivables—Dispute Resolution,” the Asset Representations Review procedures described under “Receivables—Asset Representations Review” and the Noteholder communication procedures described under “Description of the Notes—Noteholder Communications,” unless those Group 1 Creditors have offered reasonable security or indemnity satisfactory to the Master Collateral Agent to protect it against the reasonable costs and expenses that it may incur in complying with the request or direction.  The Master Collateral Agent may exercise its rights or powers under the Master Collateral Agreement or perform its obligations thereunder either directly or by or through agents or attorneys or a custodian or nominee.  The Master Collateral Agent will not have any obligation or responsibility to monitor or enforce the Sponsor’s compliance with any risk retention requirements and shall not be charged with knowledge of the U.S. Risk Retention Rules, nor shall it be liable to any Group 1 Creditor, Certificateholder or other party for violation of the U.S. Risk Retention Rules now or hereafter in effect, except as otherwise may be explicitly required by law, rule or regulation.
The Trust will indemnify the Master Collateral Agent and its officers, directors, employees, agents, successors and assigns against any and all losses, liabilities, claims, damages, actions, suits, stamp or similar taxes, fees, penalties, disbursements and reasonable and documented out-of-pocket costs or expenses (including, but not limited to, reasonable attorneys’ fees and expenses, including reasonable legal fees and expenses in connection with the enforcement of its rights (including rights of indemnification)
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under the Master Collateral Agreement) of whatever kind or nature regardless of merit, demanded, asserted or claimed against or incurred by them to the extent related to or arising out of the administration of the Master Collateral Agreement and the performance of its duties thereunder or under the transaction documents, including the costs and expenses of enforcing the Master Collateral Agreement against the Trust and defending itself against or investigating any claims (whether asserted by the Trust, any Creditor or any other Person), not resulting from the gross negligence, bad faith or willful misconduct by the Person seeking indemnification.
The Administrator will indemnify U.S. Bank N.A., in its capacity as Master Collateral Agent and each of its other capacities under the transaction documents for any amounts not paid by the Trust; provided that U.S. Bank N.A. will reimburse the Administrator for any indemnified amounts paid to it by the Administrator to the extent that it subsequently receives payment or reimbursement of those amounts from the Trust.  Each of the Servicer and the Marketing Agent will indemnify U.S. Bank N.A., in its capacity as Master Collateral Agent and each of its other capacities under the transaction documents for damages caused by that party’s willful misconduct, bad faith or gross negligence in the performance of its duties as Servicer or Marketing Agent, as applicable.
The Master Collateral Agent will be entitled to a fee in connection with the performance of its duties under the transaction documents.  The Trust will pay the fees of the Master Collateral Agent, reimburse the Master Collateral Agent for expenses incurred in performing its duties, and pay any indemnities due to the Master Collateral Agent, in each case, in connection with the performance of its duties under the transaction documents.  The Trust will pay the Series 2022-4 Group Allocated Percentage of such amounts from Series 2022-4 Available Funds on each Payment Date in accordance with the priorities set forth under “Description of the Notes—Priority of Payments.”  If the Notes have been accelerated after the occurrence of an Event of Default, the Trust will pay the Series 2022-4 Group Allocated Percentage of such amounts from Series 2022-4 Available Funds on each Payment Date in accordance with the priorities set forth under “Description of the Notes—Post-Acceleration Priority of Payments.”
The Master Collateral Agent may resign at any time by giving ninety (90) days written notice to the Trust and each Creditor Representative. The Majority Trust Creditor Representatives may remove the Master Collateral Agent by so notifying the Master Collateral Agent in writing and may appoint a successor Master Collateral Agent (and, so long as no Servicer Termination Event or Event of Default exists at such time, with the consent of the Trust, such consent not to be unreasonably withheld, delayed or conditioned).  The Trust shall remove the Master Collateral Agent if: (i) the Master Collateral Agent fails to satisfy the eligibility requirements under the Master Collateral Agreement; (ii) the Master Collateral Agent is subject to an insolvency event; (iii) a receiver or other public officer takes charge of the Master Collateral Agent or its property; or (iv) the Master Collateral Agent otherwise becomes incapable of acting or it becomes unlawful for it to do so.
If the Master Collateral Agent resigns or is removed or if a vacancy exists in the office of the Master Collateral Agent for any reason, the Trust or Majority Trust Creditor Representatives shall promptly appoint a successor master collateral agent.
No resignation or removal of the Master Collateral Agent will be effective until a successor master collateral agent is in place; provided, however, that if no successor master collateral agent has been appointed within sixty (60) days after the Master Collateral Agent resigns or is removed, the retiring Master Collateral Agent, the Trust or Majority Trust Creditor Representatives may petition a court of competent jurisdiction to appoint a successor master collateral agent.
Indenture Trustee
As further set forth in the Indenture, the Indenture Trustee’s main duties will be:

holding the security interest in any assets specifically designated to Series 2022-4 on behalf of the Noteholders,

administering the Series Bank Accounts and, in its capacity as Paying Agent, making payments from the Series Bank Accounts to the Noteholders and others,
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acting as Creditor Representative for Series 2022-4,

voting or directing the Master Collateral Agent under the Master Collateral Agreement, as Group 1 Creditor Representative for Series 2022-4, as to all matters on which Group 1 Creditor Representatives may vote or direct the Master Collateral Agent under the Master Collateral Agreement,

following an Event of Default and acceleration of the Notes, (i) instituting proceedings for the collection of all amounts then payable on the Notes, enforcing any judgment obtained and collecting from the Trust any amounts due, (ii) taking any appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders and (iii) voting, as the Group 1 Creditor Representative for Series 2022-4, to cause the Master Collateral Agent to direct the Trust to sell the Receivables and other assets of the Trust designated to Group 1 (and, in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default,” other Trust DPPAs designated to any other Group) in accordance with the Master Collateral Agreement;

acting as note registrar to maintain a record of the Noteholders and provide for the registration, transfer, exchange and replacement of the Notes, and

except in limited circumstances, notifying the Noteholders of an Event of Default.
Except in limited circumstances, if an officer in the corporate trust office of the Indenture Trustee having direct responsibility for the administration of the transaction documents has actual knowledge of or receives written notice of an event that with notice or the lapse of time or both would become an Event of Default, it must provide written notice to the Noteholders within ninety (90) days.  If an officer in the corporate trust office of the Indenture Trustee having direct responsibility for the administration of the transaction documents has actual knowledge of an Event of Default, it must notify the Noteholders within five (5) Business Days.  If the Notes have been accelerated, the Indenture Trustee may, and at the direction of the holders of a majority of the Note Balance of the Controlling Class must, begin proceedings for the collection of amounts payable on the Notes and enforce any judgment obtained and, in some circumstances, direct the Master Collateral Agent to sell the Receivables and other assets of the Trust designated to Group 1 (and, in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default,” other Trust DPPAs designated to any other Group).
The Indenture Trustee’s standard of care changes depending on whether an Event of Default has occurred.  Prior to an Event of Default, the Indenture Trustee will not be liable for any action or omission unless that act or omission constitutes willful misconduct, bad faith or negligence by the Indenture Trustee.  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.  Following an Event of Default, the Indenture Trustee must exercise its rights and powers under the Indenture using the same degree of care and skill that a prudent person would use under the circumstances in conducting his or her own affairs.  Following an Event of Default, the Indenture Trustee may assert claims on behalf of the Trust and the Noteholders against the Depositor, any Originator, the Servicer or the Additional Transferor.
For a description of the rights and duties of the Indenture Trustee after an Event of Default and upon acceleration of the Notes you should read “Description of the Notes—Events of Default.”
The Indenture Trustee will transmit an annual report to the Noteholders if certain events identified in the Trust Indenture Act have occurred during the prior year, including a change to the Indenture Trustee’s eligibility under the Trust Indenture Act, a conflict of interest under the Trust Indenture Act and any action taken by the Indenture Trustee that has a material adverse effect on the Notes.
The Indenture Trustee will not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under the Indenture or in the exercise of any of its rights or powers thereunder if it reasonably believes that repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it.  The Indenture Trustee also will not be required to take action in response to requests or directions of any Noteholders unless those Noteholders have offered reasonable security or indemnity satisfactory to the Indenture Trustee to protect
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it against the reasonable costs and expenses that it may incur in complying with the request or direction.  The Indenture Trustee may exercise its rights or powers under the Indenture or perform its obligations thereunder either directly or by or through agents or attorneys or a custodian or nominee.  The Indenture Trustee will not have any obligation or responsibility to monitor or enforce the Sponsor’s compliance with any risk retention requirements and shall not be charged with knowledge of the U.S. Risk Retention Rules, nor shall it be liable to any Noteholder or other party for violation of the U.S. Risk Retention Rules now or hereafter in effect, except as otherwise may be explicitly required by law, rule or regulation.
The Trust will indemnify U.S. Bank N.A., in its capacity as Indenture Trustee and each of its other capacities under the transaction documents, and its officers, directors, employees and agents for all losses, liabilities, expenses (including reasonable attorney’s fees and expenses), damages, costs and disbursements incurred in connection with, arising out of or resulting from the administration of Notes issued under the Indenture and the performance of its obligations under the Indenture and the other transaction documents (including any amounts incurred by the Indenture Trustee 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) unless caused by the willful misconduct, bad faith or negligence of the Indenture Trustee or as a result of any breach of representations made by the Indenture Trustee in the Indenture.  The Administrator will indemnify U.S. Bank N.A., in its capacity as Indenture Trustee and each of its other capacities under the transaction documents for any amounts not paid by the Trust; provided that U.S. Bank N.A. will reimburse the Administrator for any indemnified amounts paid to it by the Administrator to the extent that it subsequently receives payment or reimbursement of those amounts from the Trust.  Each of the Servicer and the Marketing Agent will indemnify U.S. Bank N.A., in its capacity as Indenture Trustee and each of its other capacities under the transaction documents for damages caused by that party’s willful misconduct, bad faith or gross negligence in the performance of its duties as Servicer or Marketing Agent, as applicable.
The Indenture Trustee will be entitled to a fee in connection with the performance of its duties under the Indenture.  The Trust will pay the fees of the Indenture Trustee, reimburse the Indenture Trustee for expenses incurred in performing its duties, and pay any indemnities due to the Indenture Trustee, in each case, in connection with the performance of its duties under the Indenture.  The Trust will pay these amounts from Series 2022-4 Available Funds on each Payment Date in accordance with the priorities set forth under “Description of the Notes—Priority of Payments.” If the Notes have been accelerated after the occurrence of an Event of Default, the Trust will pay such amounts from Series 2022-4 Available Funds on each Payment Date in accordance with the priorities set forth under “Description of the Notes—Post-Acceleration Priority of Payments.”
The Indenture Trustee may resign at any time by providing thirty (30) days’ prior written notice to the Trust and the Administrator.  The holders of a majority of the Note Balance of the Controlling Class may remove the Indenture Trustee upon thirty (30) days’ prior written notice for any reason by notifying the Indenture Trustee and the Trust.  The Trust must remove the Indenture Trustee if the Indenture Trustee becomes legally unable to act or becomes subject to a bankruptcy or is no longer eligible to act as Indenture Trustee under the Indenture because of changes in its legal status, financial condition or specific rating conditions.  If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee, the Trust or the holders of a majority of the Note Balance of the Controlling Class are required to appoint a successor indenture trustee promptly.  No resignation or removal of the Indenture Trustee will be effective until a successor indenture trustee is in place; provided, however, that if no successor indenture trustee has been appointed within sixty (60) days after the Indenture Trustee resigns or is removed, the Indenture Trustee, the Trust or the holders of a majority of the Note Balance of the Controlling Class may petition a court of competent jurisdiction to appoint a successor indenture trustee.  If not paid by the Trust, the Administrator will reimburse the Indenture Trustee and the successor indenture trustee for any expenses associated with the replacement of the Indenture Trustee.
Under the Trust Indenture Act, the Indenture Trustee may be considered to have a conflict of interest and be required to resign as Indenture Trustee for the Notes or any class of Notes if a default occurs under the Indenture.  In these circumstances, separate successor indenture trustees will be appointed for each class of Notes.  Even if separate indenture trustees are appointed, only the Indenture Trustee acting on behalf of the Controlling Class will have the right to exercise remedies and only the Controlling Class will have the right to direct or consent to any action to be taken, including a sale of the Receivables and other assets of the Trust designated to Group 1 (and, in the limited circumstances described under “Description
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of the Notes—Events of Default—Remedies Following Event of Default,” other Trust DPPAs designated to any other Group).
ASSET REPRESENTATIONS REVIEWER
Pentalpha Surveillance LLC (“Pentalpha”), a Delaware limited liability company, will serve as the Asset Representations Reviewer pursuant to the terms of an Asset Representations Review Agreement.
Pentalpha is a privately held firm founded in 2005 that is primarily dedicated to providing independent oversight of loan securitization trusts’ ongoing operations. Pentalpha and its affiliates have been engaged by individual securitization trusts, financial institutions, institutional investors as well as agencies of the U.S. government. Pentalpha’s platform utilizes compliance checking software and a team of industry specialists focused on loan origination and servicing oversight, with engagements in surveillance, valuation, collections optimization, representation and warranty failures, derivative contract errors, litigation support and expert testimony as well as other advisory assignments.
As of February 28, 2022, Pentalpha has been engaged as the asset representations reviewer or independent reviewer on more than 300 asset-backed and commercial and residential mortgage securitization transactions since 2010.
Pentalpha satisfies each of the eligibility requirements for the asset representations reviewer set forth in the Asset Representations Review Agreement.  The Asset Representations Reviewer is not and will not be affiliated with any of the Sponsor, the Depositor, the Trust, the Servicer, the Administrator, the Marketing Agent, the Originators, the Additional Transferor, the Parent Support Provider, the Master Collateral Agent, the Indenture Trustee, the Owner Trustee, any Letter of Credit Provider, if applicable, or any of their respective affiliates, and may not be an affiliate of any Person that was engaged by Cellco or any underwriter of the Notes to perform any due diligence on the Receivables prior to the Closing Date.
The Asset Representations Reviewer’s main obligations will be to:

review all ARR Receivables for compliance with the eligibility representations made with respect to those Receivables following receipt of a review notice from the Master Collateral Agent, and

provide a report on the results of the review to the Administrator, the Depositor, the Trust, the Servicer and the Master Collateral Agent.
For a description of the review to be performed by the Asset Representations Reviewer, you should read “Receivables — Asset Representations Review.”
The Asset Representations Reviewer will be entitled to a fee in connection with the performance of its duties under the Asset Representations Review Agreement.  The Trust will pay the fees of the Asset Representations Reviewer, reimburse the Asset Representations Reviewer for expenses incurred in performing its duties, and pay any indemnities due to the Asset Representations Reviewer, in each case, in connection with the performance of its duties under the Asset Representations Review Agreement.  The Trust will pay the Series 2022-4 ARR Series Allocation Percentage of such amounts from Series 2022-4 Available Funds on each Payment Date in accordance with the priorities set forth under “Description of the Notes—Priority of Payments.” If the Notes have been accelerated after the occurrence of an Event of Default, the Trust will pay the Series 2022-4 ARR Series Allocation Percentage of such amounts from Series 2022-4 Available Funds on each Payment Date in accordance with the priorities set forth under “Description of the Notes—Post-Acceleration Priority of Payments.”
In the event an Asset Representations Review occurs, the Asset Representations Reviewer will be entitled to a fee equal of $50,000.  With respect to Series 2022-4, the Trust will pay the Series 2022-4 ARR Series Allocation Percentage of such amounts from Series 2022-4 Available Funds on each Payment Date in accordance with the priorities set forth under “Description of the Notes—Priority of Payments.”  If the Notes have been accelerated after the occurrence of an Event of Default, the Trust will pay the Series 2022-4 ARR Series Allocation Percentage of such amounts from Series 2022-4 Available Funds on each
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Payment Date in accordance with the priorities set forth under “Description of the Notes—Post-Acceleration Priority of Payments.”
The Asset Representations Reviewer may not resign unless it determines, in its sole discretion that (a) it is legally unable to perform its obligations under the Asset Representations Review Agreement and (b) there is no reasonable action that it could take to make the performance of its obligations under the Asset Representations Review Agreement permitted under applicable law.  If the Asset Representations Reviewer breaches any of its representations, warranties, covenants or obligations under the Asset Representations Review Agreement, becomes the subject of a bankruptcy or similar proceeding, or no longer satisfies the applicable eligibility criteria, the Trust may remove the Asset Representations Reviewer and terminate its obligations under the Asset Representations Review Agreement. The Trust will be obligated to engage a successor asset representations reviewer after any 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 the Asset Representations Review Agreement, until a successor asset representations reviewer has accepted its engagement.
The Asset Representations Reviewer is not contractually obligated to pay the reasonable expenses incurred in the transfer of its rights and obligations under the Asset Representations Review Agreement.  To the extent expenses incurred in connection with the replacement of the Asset Representations Reviewer are not paid by the Asset Representations Reviewer that is being replaced, the Trust will be responsible for the payment of those expenses.  If not paid by the Trust, the Administrator will reimburse the Asset Representations Reviewer and the successor asset representations reviewer for any expenses associated with the replacement of the Asset Representations Reviewer.  Any resignation, removal, replacement or substitution of the Asset Representations Reviewer, or the appointment of a new asset representations reviewer, will be reported by the Administrator in the Form 10-D related to the Collection Period in which the change occurs, together with a description of the circumstances surrounding the change and, if applicable, information regarding the new asset representations reviewer.
The Asset Representations Reviewer will not be liable to any Person or entity for any action taken, or not taken, in good faith under the Asset Representations Review 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 the Asset Representations Review Agreement.  The Asset Representations Reviewer and its officers, directors, employees and agents will be indemnified by the Trust for fees, expenses, losses, damages, liabilities, reasonable attorney’s fees and other related legal costs resulting from the performance of its obligations under the Asset Representations Review Agreement (including the fees and expenses of defending itself against any loss, damage or liability), but excluding any fee, expense, loss, damage or liability resulting 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 the Asset Representations Review Agreement.  The Asset Representations Reviewer will indemnify each of the Trust, the Depositor, the Administrator, the Servicer, the Owner Trustee and the Master Collateral Agent and their respective directors, officers, employees and agents for all fees, expenses, losses, damages, liabilities, reasonable attorney’s fees and other related legal costs resulting from (a) the willful misconduct, bad faith or gross negligence of the Asset Representations Reviewer in performing its obligations under the Asset Representations Review Agreement or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in the Asset Representations Review Agreement.
SPONSOR, SERVICER, CUSTODIAN, MARKETING AGENT AND ADMINISTRATOR
General
Verizon Communications is a holding company that, acting through its subsidiaries, is one of the world’s leading providers of technology, communications, information and entertainment products and services to consumers, businesses and government entities.  Verizon has two reportable segments that it operates and manages as strategic business units, Verizon Consumer Group and Verizon Business Group, and Verizon offers wireless services and equipment to customers of both.  Verizon’s wireless services are provided across one of the most extensive wireless networks in the United States.  As of March 31, 2022, the Verizon Consumer Group had approximately 91.4 million wireless retail postpaid connections and the
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Verizon Business Group had approximately 27.8 million wireless retail postpaid connections.  Verizon had consolidated revenues of $133.6 billion for the year ended December 31, 2021.  As of March 31, 2022, Verizon had approximately 118,500 employees.
Cellco is an indirect wholly-owned subsidiary of Verizon Communications.  Cellco is a Delaware general partnership formed on October 4, 1994.  The address of Cellco’s principal executive office is One Verizon Way, Basking Ridge, New Jersey 07920.  Cellco services all of Cellco’s and other Verizon Communications subsidiary originators’ wireless accounts, including the Device Payment Plan Agreements.
Sponsor
As the Sponsor of the securitization transaction in which the Notes will be issued, Cellco will be responsible for structuring the securitization transaction and selecting the transaction parties.  Cellco and its affiliates will be responsible for paying the costs and expenses of issuing the Notes, legal fees of some transaction parties, rating agency fees for rating the Notes and other transaction expenses.  The Sponsor and the other Originators have transferred prior to the Closing Date Device Payment Plan Agreements to the Depositor and from time to time after the Closing Date, the Sponsor, the other Originators and the Additional Transferor will transfer additional Device Payment Plan Agreements to the Depositor.
Cellco has had an active securitization program since 2016.  The Notes are the fifth Group 1 Series of Publicly Registered Notes issued by the Trust.  In addition to the four Group 1 Series of Publicly Registered Notes previously issued by the Trust, the Trust has also entered into two Group 1 Series of loans (Loan Series 2021-A and Loan Series 2021-B).  Cellco also has sponsored 13 term securitization trusts, including 7 public term securitization trusts, backed by Device Payment Plan Agreements.  None of the asset-backed securities offered in this securitization program have experienced any losses or events of default and none of Cellco, the other Originators or the Servicer has ever taken any action out of the ordinary in any transaction to prevent losses or events of default.  During the three-year period ended December 31, 2020, none of Cellco, the other Originators or the Servicer has ever received a demand for any Device Payment Plan Agreement backing asset-backed securities offered in a securitization program sponsored by the Sponsor to be acquired or reacquired, as applicable, due to a breach of representations made about the related Device Payment Plan Agreements.  Cellco, as the sponsor and securitizer, discloses all reacquisition and acquisition demands and related activity on SEC Form ABS-15G.  Cellco filed its most recent Form ABS-15G with the SEC on February 4, 2022.  Cellco’s CIK number is 0001175215.
U.S. Credit Risk Retention
The U.S. Risk Retention Rules require the Sponsor, either directly or through one or more of its majority-owned affiliates, to retain an economic interest of at least 5% in the credit risk of the Receivables.
The Sponsor, the other Originators, the Additional Transferor and the True-up Trust are under the common control of Verizon Communications, and therefore, the True-up Trust is a majority-owned affiliate of the Sponsor.
The True-up Trust, as a majority-owned affiliate of the Sponsor, will retain the required economic interest in the credit risk of the Receivables in satisfaction of the Sponsor’s obligations under the U.S. Risk Retention Rules, in the form of a qualifying “seller’s interest” consisting of the Transferor’s Interest (which, among other things, is represented by the Certificates), as wholly offset by an “eligible horizontal residual interest” in Series 2022-4 consisting of the Class R Interest.  The amount of the Transferor’s Interest on the Closing Date and at each subsequent monthly measurement date is required to equal not less than 5% of the aggregate unpaid principal balance of all outstanding investor ABS interests in Group 1, as wholly offset by the percentage represented by the fair value of the Class R Interest, as Series EHRI, of the fair value of all outstanding ABS interests in Series 2022-4 on the Closing Date.  The Certificates represent the interest in each Group not represented by any Series of that Group and are entitled to, among other things, with respect to Group 1, distributions in respect of the Transferor’s Interest on each Payment Date.  In general, the Class R Interest represents the right to all Series 2022-4 Available Funds on any Payment Date not needed to pay fees, expenses and indemnities of the Trust allocated to or otherwise payable by Series 2022-4 or to make interest and principal payments on the Notes, payments, if any, required to reimburse any Letter of Credit Provider for any amounts drawn under the related Letter of Credit together with interest
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accrued on the drawn amount, any required deposits into the Reserve Account or the Principal Funding Account, any Additional Interest Amounts and Make-Whole Payments payable on that Payment Date.
None of the Sponsor, the Depositor, the Originators, the Additional Transferor, the True-up Trust or any of their affiliates may hedge, sell or transfer the required retention except to the extent permitted by the U.S. Risk Retention Rules.
The Master Collateral Agent, the Indenture Trustee and the Owner Trustee will not have any obligation or responsibility to monitor or enforce the Sponsor’s compliance with any risk retention requirements and shall not be charged with knowledge of the U.S. Risk Retention Rules, nor shall they be liable to any Noteholder, other Creditor or other party for violation of the U.S. Risk Retention Rules now or hereafter in effect, except as otherwise may be explicitly required by law, rule or regulation.
For more information regarding the risk retention regulations and the Sponsor’s method of compliance with those regulations, see “Credit Risk Retention.”
Servicer, Custodian, Marketing Agent and Administrator
Cellco is the Servicer of the Receivables under the Transfer and Servicing Agreement, as further described under “Servicing the Receivables and the Securitization Transaction.”  So long as Cellco is the Servicer, the Servicer is permitted to contract with others, which may be affiliates of Cellco or third-parties, to perform all or a portion of its servicing obligations at the Servicer’s expense.  No such delegation or contracting will relieve the Servicer of its obligations or liability for servicing and administering the Receivables in accordance with the provisions of the Transfer and Servicing Agreement.  Cellco has been the servicer for its securitization program since its inception in 2016 and has acted as servicer in 13 term securitization transactions backed by Device Payment Plan Agreements.  The following table shows the size and growth of Cellco’s managed portfolio of Device Payment Plan Agreements since December 31, 2017.
 
As of March 31,
 
As of December 31,
 
2022
 
2021
 
2021
 
2020
 
2019
 
2018
 
2017
Number of Device Payment Plan Agreements outstanding (in thousands)
46,350
 
43,242
 
45,403
 
43,786
 
46,013
 
45,701
 
45,588
Aggregate Principal Balance of Device Payment Plan Agreements outstanding (in millions)
$21,915.40
 
$17,787.94
 
$21,290.96
 
$17,867.27
 
$19,399.03
 
$19,201.60
 
$17,622.42

The tables under “Servicing the Receivables and the Securitization Transaction—Delinquency and Write-Off Experience” and on Annex A, Annex B and Annex C show Cellco’s servicing experience for (1) the entire portfolio of Device Payment Plan Agreements that Cellco services, (2) the Receivables (as such term is defined in Annex B) and (3) prior securitized pools of Device Payment Plan Agreements for Consumer Obligors.  Cellco has not had any material instances of noncompliance with the servicing criteria in its public securitization program.
Cellco is the Custodian for the Trust and will maintain electronically a Receivable file for each Receivable.  A Receivable file will include originals or copies of the Device Payment Plan Agreement.  For more information on Cellco’s obligations as Custodian, see “Servicing the Receivables and the Securitization Transaction—Custodial Obligations of Cellco.”
Cellco is the Marketing Agent and in this capacity, will be required to remit, or to cause the related Originators to remit, certain payments to the Trust or take certain actions with respect to the Receivables, as described under “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments.”  Any fees and expenses incurred by the Marketing Agent will be paid by the Originators.
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Cellco is the Administrator of the Trust under the Administration Agreement.  From time to time, the Administrator may (on behalf of the Trust) identify (i) Device Payment Plan Agreements to be transferred by each Originator or the Additional Transferor, as applicable, to the Depositor and by the Depositor to the Trust, (ii) Trust DPPAs to be designated to a Group and (iii) with the consent of the Servicer, Trust DPPAs previously designated to a Group that does not relate to any Outstanding Credit Extensions to be re-designated to another Group. In addition, the Administrator will provide notices on behalf of the Trust and perform all administrative obligations of the Trust under the Indenture and the other transaction documents.  These obligations include obtaining and preserving the Trust’s qualification to do business where necessary, providing required notices, performing inspections of the transaction parties on behalf of the Trust, monitoring the Trust’s obligations for the satisfaction and discharge of the Indenture, causing the Servicer to comply with its duties and obligations under the Transfer and Servicing Agreement, causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes, filing any required income tax returns for the Trust, and preparing and filing the documents necessary to perfect and maintain the security interest of the Master Collateral Agent and the Indenture Trustee, as applicable, and to release property from the lien of the Master Collateral Agreement or the Indenture, as applicable.  Any fees of the Administrator will be paid by the Servicer.
The Administrator may not resign at any time unless it determines it is legally unable to perform its duties under the Administration Agreement. In specific circumstances, the Owner Trustee, with the consent of the Majority Trust Creditor Representatives, may terminate the Administrator.  No resignation or termination of the Administrator will become effective until (i) a successor administrator has executed and delivered to the Trust an agreement accepting its engagement and agreeing to perform the obligations of the Administrator under an agreement on substantially the same terms as the Administration Agreement in a form acceptable to the Trust and (ii) the Rating Agency Condition with respect to all Credit Extensions then rated by a rating agency shall have been satisfied with respect to the appointment of such successor administrator.
Although Cellco is responsible for the performance of its obligations as Servicer, Custodian, Marketing Agent and Administrator, certain of its affiliates or third parties may undertake the actual performance of those obligations.  This appointment does not relieve Cellco of its obligations as Servicer, Custodian and Marketing Agent with respect to the Receivables or as Administrator with respect to the Trust.
PARENT SUPPORT PROVIDER
Verizon Communications will act as Parent Support Provider pursuant to the Parent Support Agreement under which it will guarantee the payment obligations of the Originators and Cellco, as the Marketing Agent and the Servicer.  The Parent Support Provider will not guarantee any payments on the Notes or any payments on the Receivables.  The Parent Support Provider’s payment obligations under the Parent Support Agreement will be of equal priority with all other senior unsecured obligations of the Parent Support Provider.
Formerly known as Bell Atlantic Corporation, Verizon Communications was incorporated in 1983 under the laws of the State of Delaware and began doing business as Verizon Communications on June 30, 2000 following a merger with GTE Corporation.  Verizon Communications’ principal executive offices are located at 1095 Avenue of the Americas, New York, New York 10036.
The Parent Support Provider will be obligated to guarantee the payment obligations of the Originators, the Marketing Agent and the Servicer (for so long as Cellco is the Servicer) under the transaction documents to which an Originator, the Marketing Agent or the Servicer, as applicable, is a party. Specifically, to the extent an Originator or the Servicer (in the case of Receivables transferred by the Additional Transferor or designated to Group 1 on a Designation Date), as applicable, does not reacquire or acquire, as applicable, (i) a Receivable upon the breach of a related representation or warranty or (ii) a secured Receivable (that is not a Written-Off Receivable) if the related Obligor becomes the subject of a bankruptcy proceeding and Verizon Wireless accepts the surrender of the related wireless device in satisfaction of the Receivable, in each case, under the circumstances described under “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments,” the Parent Support Provider will be required to remit the Reconveyance Amount for that Receivable into the Collection Account or will be required to cause the related Originator or the Servicer (in the case of Receivables transferred by the
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Additional Transferor or designated to Group 1 on a Designation Date), as applicable, to reacquire or acquire, as applicable, that Receivable.
In addition, as further described under “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments,” if the Marketing Agent does not remit, or does not cause the related Originator to remit, prepayment amounts due, after the acceptance and compliance with all of the terms and conditions of an Upgrade Offer by an Obligor, the Parent Support Provider will be required to deposit, or to cause the Marketing Agent or related Originator to deposit, the prepayment amounts into the Collection Account.  The failure by the Marketing Agent, the related Originator or the Parent Support Provider to remit the amounts as set forth in the immediately preceding sentence within five (5) Business Days after receipt of written notice from the Master Collateral Agent, or a responsible person of the Marketing Agent or the Parent Support Provider obtains actual knowledge, that these payments are required will cause a Servicer Termination Event so long as Cellco is the Servicer, and, as a result, an Amortization Event.  See “Description of the Notes—Amortization Period” for additional information about Amortization Events.
Moreover, as further described under “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments,” if the Marketing Agent does not remit, or does not cause the related Originator to remit, amounts related to credits granted to Obligors, to the extent those credits reduced any payment on a Receivable, the Parent Support Provider will be required to remit, or to cause the Marketing Agent or the related Originator to remit, the related Credit Payment into the Collection Account.  Further, as described under “Servicing the Receivables and the Securitization Transaction—Servicer Modifications and Obligation to Acquire Receivables,” if Verizon Wireless allows a Receivable to be transferred to a different Obligor, the Marketing Agent will be required to acquire, or to cause the related Originator to acquire, from the Trust any Receivable so transferred.  The failure by the Marketing Agent, the related Originator or the Parent Support Provider to remit the amounts as set forth in this paragraph within ten (10) Business Days after receipt of written notice from the Master Collateral Agent, or a responsible person of the Marketing Agent or the Parent Support Provider obtains actual knowledge, that those payments are required will cause a Servicer Termination Event so long as Cellco is the Servicer, and, as a result, an Amortization Event.  See “Description of the Notes—Amortization Period” for additional information about Amortization Events.
In addition, as further described under “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments,” if the Servicer does not remit Collections on the Receivables by the relevant due date as further described under “Servicing the Receivables and the Securitization Transaction—Deposit of Collections,” the Parent Support Provider will be required to deposit an amount equal to the Collections directly into the Collection Account, or cause the Servicer to remit these amounts.
Lastly, if the Servicer or the Marketing Agent, as applicable, does not acquire a Receivable under the circumstances set forth under “Servicing the Receivables and the Securitization Transaction—Servicer Modifications and Obligation to Acquire Receivables” and “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments,” the Parent Support Provider will be required to remit into the Collection Account the Reconveyance Amount for that Receivable.  The failure by the Servicer or the Parent Support Provider to remit Collections or to deposit a Reconveyance Amount, in each case as set forth in the immediately preceding two sentences, within five (5) Business Days or ninety (90) days, respectively, after receipt of written notice from the Master Collateral Agent or the Majority Trust Creditor Representatives, as applicable, or a responsible person of the Servicer, the Marketing Agent or the Parent Support Provider obtains actual knowledge, that those payments or deposits are required will cause a Servicer Termination Event, and, as a result, an Amortization Event.  For additional information on Servicer Termination Events, see “Servicing the Receivables and the Securitization Transaction—Resignation and Termination of Servicer.”  For additional information on Amortization Events, see “Description of the Notes—Amortization Period.”
THE ORIGINATORS
The Originators originated the Receivables pursuant to the origination practices and policies set forth under “Origination and Description of Device Payment Plan Agreement Receivables—Underwriting
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Criteria,” and have or will originate future Receivables pursuant to the origination practices and policies set forth under “Origination and Description of Device Payment Plan Agreement Receivables—Underwriting Criteria,” as in effect at the time such Receivables are originated.  The origination practices and policies may be updated in the normal course of Verizon Wireless’ business as Verizon Wireless continually analyzes, validates and manages its credit and other origination policies based on costs and economic and other factors, and adjusts the policies as necessary to meet the needs of the business.  Any changes to the policies will be applied to all Device Payment Plan Agreements originated by the Originators from and after the date that the changes are implemented, which may follow a trial change with respect to a limited number of customers.  Any material changes in the origination practices and policies used to originate Device Payment Plan Agreements will be disclosed on the Form 10-D filed with respect to the first Collection Period in which Device Payment Plan Agreements subject to the changes are transferred to the Trust and such Trust DPPAs are designated to Group 1.  Each Series 2022-4 Eligible Receivable will be required to satisfy the eligibility criteria set forth under “Receivables—Criteria for Selecting the Receivables.”
The Originators originated or will originate the Receivables under Device Payment Plan Agreements entered into by Verizon Wireless Services or another affiliate of Verizon Communications, as agent of each Originator.  Each Originator is a wholly-owned or majority-owned subsidiary of Verizon Communications and an affiliate of Verizon Communications, and originates Device Payment Plan Agreements under the same underwriting guidelines as determined by the Sponsor, as described under “Origination and Description of Device Payment Plan Agreement Receivables.”  Each Originator (including Cellco) will be covered by the Parent Support Agreement provided by the Parent Support Provider.  Each Originator has transferred prior to the Closing Date its rights in certain of these Device Payment Plan Agreements to the Depositor and is expected to transfer additional Device Payment Plan Agreements to the Depositor from time to time after the Closing Date.
Each Originator will severally represent to the Depositor that the Receivables transferred by it are Eligible Receivables, though such Receivables may not constitute Series 2022-4 Eligible Receivables.  The Depositor will assign the right to enforce this representation to the Trust, and the Trust will assign the right to enforce this representation to the Master Collateral Agent, for the benefit of the Group 1 Creditors. If this representation is later discovered to have been untrue when made and such breach is a Material Breach, then the related Originator will have the option to cure that breach.  If the breach is not cured in all material respects by the end of the applicable grace period, then the related Originator will be required to reacquire all Receivables for which the representation has been breached, other than as set forth under “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments.”  Notwithstanding the foregoing, no breach of the foregoing eligibility representation will be deemed to have occurred with respect to a Receivable based on the inaccuracy of such representation if such inaccuracy does not affect the ability of the Trust to receive and retain payment in full on such Receivable on the terms and conditions and within the timeframe set forth in the underlying Device Payment Plan Agreement.  In addition, the related Originator will be required to reacquire any Receivable that is a secured Receivable (that is not a Written-Off Receivable) if the related Obligor becomes the subject of a bankruptcy proceeding and Verizon Wireless accepts the surrender of the related wireless device in satisfaction of the Receivable, subject to certain limitations set forth under “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments.”  For more information about the representations, bankruptcy surrendered devices and reacquisition obligations, see “Receivables—Representations About the Receivables,” “Origination and Description of Device Payment Plan Agreement Receivables—Bankruptcy Surrendered Devices” and “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments.”
In addition, the Originators will agree to retain, through their ownership of the beneficial interest in the True-up Trust, on an ongoing basis, the EU/UK Retained Interest.  The Originators will agree not to, and to procure that the True-up Trust does not, sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU/UK Retained Interest or subject it to any credit risk mitigation or hedging, except to the extent permitted by the EU Securitization Regulation Rules and the UK Securitization Regulation Rules, in each case in effect at the relevant time.  For more information regarding the EU/UK Retained Interest, the EU Securitization Regulation Rules and the UK Securitization Regulation Rules, see “Credit Risk Retention—EU Risk Retention” and “—UK Risk Retention,” “EU Securitization Regulation” and “UK Securitization Regulation.
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ADDITIONAL TRANSFEROR
Verizon DPPA Master Trust is a Delaware statutory trust created in September 2016.  The Additional Transferor is beneficially owned by the Originators.  The main purposes of the Additional Transferor are to (1) acquire Device Payment Plan Agreements and other assets from the various Originators and Verizon Business DPPA Master Trust from time to time and (2) enter into one or more financing arrangements with lenders and other third-party investors.
The Additional Transferor has acquired or will acquire Device Payment Plan Agreements originated by the Originators from the Originators or Verizon Business DPPA Master Trust in connection with the financing facility for Device Payment Plan Agreements under which it was formed.  The Additional Transferor has transferred prior to the Closing Date its rights in certain of these Device Payment Plan Agreements to the Depositor and is expected to transfer additional Device Payment Plan Agreements to the Depositor from time to time after the Closing Date.  In addition, in the future, the Additional Transferor may acquire Device Payment Plan Agreements from the Originators.
The Servicer will represent that the Receivables transferred by the Additional Transferor to the Depositor are Eligible Receivables, though such Receivables may not constitute Series 2022-4 Eligible Receivables.  The Depositor will assign the right to enforce this representation to the Trust, and the Trust will assign the right to enforce this representation to the Master Collateral Agent, for the benefit of the Group 1 Creditors.  If this representation is later discovered to have been untrue when made and such breach is a Material Breach, then the Servicer will have the option to cure that breach.  If the breach is not cured in all material respects by the end of the applicable grace period, then the Servicer will be required to acquire all Receivables for which the representation has been breached, other than as set forth under “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments.”  Notwithstanding the foregoing, no breach of the foregoing eligibility representation will be deemed to have occurred with respect to a Receivable based on the inaccuracy of such representation if such inaccuracy does not affect the ability of the Trust to receive and retain payment in full on such Receivable on the terms and conditions and within the timeframe set forth in the underlying Device Payment Plan Agreement.  In addition, the Servicer will be required to acquire any Receivable that is a secured Receivable (that is not a Written-Off Receivable) if the related Obligor becomes the subject of a bankruptcy proceeding and Verizon Wireless accepts the surrender of the related wireless device in satisfaction of the Receivable, subject to certain limitations set forth under “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments.”  For more information about the representations and acquisition obligations, see “Receivables—Representations About the Receivables” and “—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments.”
ORIGINATION AND DESCRIPTION OF DEVICE PAYMENT PLAN AGREEMENT RECEIVABLES
Cellco and the other Originators originate Device Payment Plan Agreements in accordance with Verizon Wireless’ requirements as set forth under “—Underwriting Criteria” below.
Wireless Equipment and Distribution
Verizon offers several categories of wireless equipment to consumer customers and business customers, including a variety of new or certified pre-owned smartphones and other handsets, wireless-enabled internet devices, such as tablets and other wireless-enabled connected devices, such as smart watches.
Verizon purchases a substantial majority of the wireless devices it sells from Apple, Samsung, Alphabet, Motorola Mobility and LG Electronics.
Verizon uses a combination of direct, indirect and alternative distribution channels to market and distribute its products and services to customers. 
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The direct channel includes stores operated by Verizon and staffed by Verizon retail employees.  Verizon’s sales and service centers and business direct sales teams also represent significant distribution channels.  Verizon also has a digital channel and omni-channel for its customers.
The indirect/digital partners channel includes agents that sell Verizon wireless products and services at retail locations operated and staffed by the agents throughout the United States, as well as through the Internet.  The majority of these sales are made under exclusive selling arrangements with Verizon. Also included in the indirect sales channel are certain high-profile, national retailers, including Best Buy, that sell Verizon wireless products and services on a nonexclusive basis.
Prior to July 2019, wireless devices sold by Verizon were generally “unlocked,” and, therefore, a customer was free, subject to the limitations of the device, to use the wireless device on another wireless provider’s network.  On June 25, 2019, the Federal Communications Commission approved Verizon’s  request to extend the lock period for sixty (60) days after the sale of the device for new smartphones.  In July 2019, Verizon began implementing a sixty (60) day lock period on smartphones after the customer purchases the device, in order to reduce theft and fraud.   After the sixty (60) days, the smartphones unlock automatically, and the customer is free, subject to the limitations of the device, to use the smartphone on another wireless provider’s network.
Wireless Device Payment Plan Agreements
Historically, Verizon Wireless customers purchased their wireless devices at subsidized prices and paid for their wireless service pursuant to a fixed-term two year service plan, which required the payment of an early termination fee if service was cancelled during the two year term. As of January 2017, Verizon Wireless no longer offers consumer customers new fixed-term, subsidized service plans for devices; however, Verizon Wireless continues to offer subsidized plans to its business customers.
In August 2013, Verizon Wireless introduced a new national program referred to as “Edge,” under which it offered eligible customers the option to purchase their wireless devices at unsubsidized prices on an installment basis over the course of a specified period of time and the ability to upgrade their device after a minimum of thirty (30) days, subject to certain conditions, including the repayment of a specified percentage of the total amount due under the installment agreement and the return of the original device in good working condition.  The Edge program was revised in February 2014 to provide that customers who purchased a device under the program also received discounted monthly service fees as compared to those under the historical fixed-term service plans. Verizon Wireless continued to revise the terms of the Edge program over the next two years, adjusting the specified repayment periods and percentage required to be paid before allowing for an upgrade.
In June 2015, the Edge program was further revised to remove the contractual option to upgrade, and in July 2015, the program was renamed the Device Payment Program, which is the program currently offered by Verizon Wireless.  Initially, the Device Payment Program only applied to cell phones and then was expanded to cover tablets and subsequently watches and other wearables and other devices that utilize a wireless connection. In 2016, Verizon began offering the Device Payment Program to business customers. Under the Device Payment Program, customers purchase their devices (including certified pre-owned devices) at unsubsidized prices under a Device Payment Plan Agreement, which currently includes the following terms:

the customer pays the total retail price of the device, less any applicable down payment, over a 24-month, 30-month or 36-month period;

0% annual percentage rate;

the customer must maintain service with Verizon Wireless;

payments are applied first to service, then to the oldest Device Payment Plan Agreement, then to more recent Device Payment Plan Agreements, in order of origination;

the customer may prepay in full at any time without penalty;
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for consumer customers, since May 2019, includes the grant of a purchase money security interest in the device;

risk of loss, theft or damage remains with the customer and insurance is recommended, but not required;

upon a customer default, to the extent permitted by applicable law, Verizon Wireless has the right to require the customer to pay the entire remaining balance in full; and

the customer has a thirty (30) day cancellation right.
In order to be eligible to participate in the Device Payment Program, customers must meet certain threshold requirements, which generally include that any past due or written-off balances on a prior account with Verizon Wireless must be paid in full, and there cannot be any past due balance of $25.00 or greater outstanding for more than thirty (30) days or any usage threshold breaches on the current account.  Larger business customers may be subject to higher thresholds.
Certain small businesses may sign the consumer customer form of Device Payment Plan Agreement.
Device Payment Plan Agreements may be unsecured or secured by the related wireless device.
Any of the terms and conditions of the Device Payment Program, including, without limitation, with respect to the charging of interest, the original term, the amount of the monthly payment and the Obligor’s ability to prepay the related Device Payment Plan Agreement, may be changed by Verizon Wireless at any time.
Insurance on Wireless Devices
Verizon Wireless offers, but does not require, property insurance, under a policy issued by a third party insurance provider, covering customers’ wireless devices for loss, theft or accidental damage. Insurance is available for a single mobile number associated with a specific wireless device or on an “account-based” structure for an account that has at least three but not more than ten lines with eligible devices. Under the account-based insurance option, a customer will have coverage for three lines with eligible devices in the event of loss, theft or damage. With account-based coverage, a customer is not required to specify which lines (up to the applicable option selected by that customer) are covered at the time of enrollment. Instead a customer registers the line at the time of claim filing when an incident occurs to the device associated with that line.   At such time as the customer has registered the maximum number of lines (applicable to the option selected by that customer) when claims were filed with respect to those associated devices, the customer’s remaining wireless devices will not be eligible for coverage, unless: (a) the customer is a consumer and has also enrolled in additional coverage (up to a maximum of 7 more lines) that will provide an additional registration for the other lines/devices on the account to use in the event of an incident, or (b) for either a consumer customer or business customer, it has been more than twelve months since the last claim was filed on a line, in which case the registration re-opens.  Customers who purchase wireless devices under a Device Payment Plan Agreement remain obligated for the total number of payments even if the wireless device is lost, stolen or damaged. Verizon Wireless recommends that customers obtain property insurance on wireless devices.

Underwriting Criteria
Consumer Customers.  The following discussion is applicable only to consumer customers.
All point of sale systems that generate Device Payment Plan Agreements for Verizon Wireless utilize a standard credit decision and scoring system.  All credit applications go through an electronic decision process, which expedites the review, promotes consistent decisions, and provides an automated, instant and efficient credit decision.  Verizon Wireless does not use a manual or judgmental credit decision process, and Verizon Wireless’ policy is not to override automated credit decisions.
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When originating Consumer Device Payment Plan Agreements, Verizon Wireless uses the customer’s name, address, date of birth and social security number to perform a credit screening function, utilizing internal and external data sources to measure credit quality of the customer and determine eligibility for the Device Payment Program.  If a customer is either new to Verizon Wireless or is a Consumer Obligor that has forty-five (45) or less days of Customer Tenure with Verizon Wireless, the credit decision process relies more heavily on external data sources.  If the Obligor has more than forty-five (45) days of Customer Tenure with Verizon Wireless, the credit decision process relies on a combination of internal and external data sources.  External data sources include obtaining a credit report from a national consumer credit reporting agency, if available.
Verizon Wireless uses its internal data and/or the credit data obtained from the credit reporting agencies to create a custom credit risk score.  The custom credit risk score is generated automatically from the customer’s credit data using Verizon Wireless’ proprietary custom credit models, which are empirically derived, demonstrably and statistically sound.  The custom credit risk score measures the likelihood that the potential customer will become severely delinquent and be disconnected for non-payment.  Verizon Wireless’ proprietary custom credit models have been developed based on credit reports belonging to anonymous consumers who have applied for service and Device Payment Plan Agreements with Verizon Wireless. Since the models are derived from Verizon Wireless own application and account base, Verizon Wireless believes the predictive power of the model is enhanced compared to other non-custom generic credit scoring models. Verizon Wireless’ proprietary custom credit models use inputs that are contained within the customer’s credit file, including, but not limited to, trade line age, high credit limits, high balances, delinquencies, inquiries, collection items and public record items.
Approximately 1% of credit screenings for Device Payment Plan Agreements require manual intervention before an automated credit decision can be generated.  In these instances, the personal identifying information (e.g. name, address, date of birth or social security number) provided by the customer cannot be confidently matched with credit data.  This may be as a result of, for example, a name change, use of a nickname or a generation designation, such as Jr. or Sr., or a data entry error.  Once the discrepancy is resolved, the application continues through the electronic decision process, resulting in an automated credit decision.  For approximately 5-8% of new customer credit screenings, a traditional credit report is not available from one of the national consumer credit reporting agencies because the potential customer does not have sufficient credit history.  In those instances, alternative credit data is used to automatically create the custom credit score.  Alternative credit data includes financial data from non-traditional lenders and non-financial data, such as information from public records regarding property ownership, bankruptcies and liens, education attributes, residential stability and payment information regarding telecommunications, pay TV and utility bills, which are used to predict the creditworthiness of underserved applicants who do not have traditional credit files.
Based on the custom credit risk score, Verizon Wireless assigns each customer to a credit class, each of which has specified offers of credit including an account level spending limit and a maximum amount of credit allowed per wireless device.  During the fourth quarter of 2018, Verizon Wireless moved all customers, new and existing, from a required down payment percentage, between zero and 100%, to a maximum amount of credit per device.
In February 2017, Verizon Wireless implemented, on a test basis, and in April 2017, Verizon Wireless fully implemented, the use of alternative credit data from NCTUE as an input into its proprietary custom credit model.  NCTUE is a consumer credit reporting agency that maintains data, such as payment and account history, reported by telecommunications, pay TV and utility service providers that are members of NCTUE.  Experiential data from like industries has proven to be extremely valuable in credit model development and risk assessment, and the data provides greater insight into the credit of underserved emerging youth and multicultural segments.
In September 2017, following a trial change earlier in the year, Verizon Wireless implemented a recalibration of its credit policy for new customers to better reflect recent device payment plan performance, macroeconomic conditions and the competitive landscape.  As a result of the credit policy recalibration, the down payment requirements for some new customers decreased or were eliminated, and the requirements for other new customers increased.  Since 2014, customers with less than two-hundred ten (210) days of Customer Tenure with Verizon Wireless have represented an average of less than 20% of customers.
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Business Customers.  The following discussion is applicable only to business customers.
Some of the Device Payment Plan Agreements originated by Verizon Wireless are for entities who enter into the Device Payment Plan Agreement in connection with a business.  No single business customer has entered into Device Payment Plan Agreements representing more than 1% of the principal balance of Verizon Wireless’ portfolio of Device Payment Plan Agreements.
When originating Business Device Payment Plan Agreements, Verizon Wireless uses the business’ name, address, and tax identification number to perform a credit screening function. Generally, for business customers that are new to Verizon Wireless or have less than seven (7) months of Customer Tenure with Verizon Wireless, the credit decision process relies more heavily on external data, including a commercial credit bureau score and other supplemental business data, such as bankruptcy status, years in business, and number of employees.  For Business Obligors who have seven (7) months or more of Customer Tenure with Verizon Wireless, the credit decision process relies on internal data sources.  Business customers also have the opportunity to voluntarily provide personal identifying information on the business principal or another authorized company individual.  The personal identifying information may be used in conjunction with the business identifying information in a blended score approach.  The personal identifying information may also be used to determine if the individual has an existing relationship with Verizon, or to collect credit data from data sources containing personal credit payment history.  As of August 2021, Persons providing (or otherwise identified in) such personal identifying information may enter into a Cosign Agreement and in such case, except as otherwise set forth in the related Cosign Agreement, the related Cosign Party shall be obligated to make payments under the related Device Payment Plan Agreement if the business customer fails to make such payments when due.  If a business customer does not have a score from any of the commercial credit bureaus and is not registered with the applicable secretary of state in such business customer’s jurisdiction of organization, Verizon Wireless will manually review the business’ corporate documentation to conduct its risk assessment.   
Verizon Wireless uses its internal data and/or the external data to assign each business customer a required down payment percentage (which may be 0%) and specified line and account level credit limits.  Business Obligors may request an increase to these limits, which request is reviewed by an analyst team based on the Business Obligor’s payment history and Customer Tenure with Verizon Wireless and external data, including reports from commercial credit bureaus.
Changes to Underwriting Criteria.  In the normal course of business, Verizon Wireless is continually analyzing, validating and managing its credit and other origination policies for consumer customers and business customers based on costs and economic and other factors, and the policies are adjusted as necessary to meet the needs of the business.  In addition, from time to time, Verizon Wireless conducts trials with respect to changes to its underwriting and credit policies with respect to a limited number of consumer customers or business customers, as applicable, which, depending on the outcome of these trials, may result in these changed policies (or a variation thereof) being implemented for all consumer customers or business customers, respectively.
Exceptions to Underwriting Criteria.  Verizon Wireless does not consider any of the existing Receivables to have been originated pursuant to exceptions to its underwriting criteria.
Upgrade Offers
From time to time, Verizon Wireless offers certain Upgrade Offers, subject to the terms and conditions therein, under its Upgrade Program.  Verizon Wireless began offering its Current Upgrade Program and related Current Upgrade Offers in September 2015 with respect to the newest models of certain manufacturers’ wireless devices.  Generally, the terms and conditions of the Current Upgrade Program include that (i) a specified minimum percent of the retail price of the related device (currently 50%) has been paid by the Obligor, (ii) the eligible device is returned in good working condition, as determined by Verizon Wireless, and if not so returned, the remaining balance under such Obligor’s original Device Payment Plan Agreement will be due on such Obligor’s next bill, (iii) the Obligor’s account is in good standing, and (iv) the Obligor is required to purchase a new qualifying device under a new Device Payment Plan Agreement.  Upon satisfaction of these terms and conditions, Verizon Wireless will agree, for the benefit of the Obligor and for the express benefit of any assignee of the Obligor’s original Device Payment
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Plan Agreement, to acquire such eligible device for the remaining balance of the related Obligor’s original Device Payment Plan Agreement and pay off and settle that remaining balance.
The terms and conditions of the Current Upgrade Program and any other Upgrade Program may be modified or terminated by Verizon Wireless at any time.  In addition, new Upgrade Programs may be offered at any time by Verizon Wireless, with terms and conditions to be determined at the time of the offer, and any Upgrade Offers may be terminated at any time at the sole option of Verizon Wireless.
If Verizon Wireless continues to offer Upgrade Programs, the related Upgrade Offer has not been terminated, and an Obligor accepts an Upgrade Offer and satisfies all of the terms and conditions of the resulting Upgrade Contract, the Marketing Agent will be required to make, or to cause the related Originator to make, an Upgrade Prepayment, as described under “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments.” See “Risk Factors—Verizon Wireless’ Upgrade Offers may adversely impact Collections on the Receivables and the timing of principal payments, which may result in reinvestment risk.” See also “Some Important Legal Considerations—Bankruptcy Proceedings of Cellco or Other Originators and Impact on Upgrade Offers.”
Account Credits
From time to time, Verizon Wireless may grant credits to an Obligor’s account under various circumstances, including as an incentive for new customers to establish an account with Verizon Wireless or for existing customers to continue service with Verizon Wireless, upgrade their wireless devices or establish additional lines of service.  One of the types of credits currently granted by Verizon Wireless is a contingent, recurring credit that may arise pursuant to, among other things, a customer promotion offered by Verizon Wireless from time to time.  These promotions provide that if the Obligor enters into a Device Payment Plan Agreement for the purchase of a new wireless device and complies with the other conditions of the promotion, which may include that the Obligor trades in another wireless device in good condition, Verizon Wireless will apply credits to the Obligor’s account.  Verizon also offers Obligors a rewards credit card on which Obligors accrue credits that may be applied to amounts due.  Credits may be in amounts up to the full purchase price of the new wireless device and may be applied over multiple billing cycles.  We refer to these credits herein as “contingent, recurring credits” because if the Obligor takes certain actions, including termination of their service with Verizon Wireless, they will lose their rights to some or all of the credits.
Any credits would be applied to the Obligor’s account in the order set forth under “Servicing the Receivables and the Securitization Transaction—Collections and Other Servicing Procedures.”  To the extent any credits are applied against any payments due under a Receivable, the Marketing Agent will be required to make, or to cause the related Originator to make, certain payments to the Trust, as described under “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments.”
For a further discussion of risks associated with the application of credits, see “Risk Factors—The application of credits to Obligor accounts may reduce payments received on the Receivables, which may delay payments on the Notes or result in losses on the Notes.”  For more information on Verizon Wireless’ activity history with respect to credits, see “Servicing the Receivables and the Securitization Transaction—Delinquency and Write-Off Experience.”
Transfer of Service
The Originators and the Servicer permit the transfer of Device Payment Plan Agreements from one Obligor to another Obligor.  Following the transfer of the Device Payment Plan Agreement to the new Obligor, the transferee will become the Obligor under and have all financial liability for the Device Payment Plan Agreement.  To the extent the original Device Payment Plan Agreement is a Receivable and the Device Payment Plan Agreement is transferred to a new Obligor, the Marketing Agent will be required to acquire, or to cause the related Originator to acquire, that Receivable from the Trust, as described under “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments.”
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Bankruptcy Surrendered Devices
If a Device Payment Plan Agreement is secured by the related wireless device and the related Obligor becomes the subject of a bankruptcy proceeding, in certain limited circumstances, Verizon Wireless may accept the surrender of such wireless device in satisfaction of the Device Payment Plan Agreement.  To the extent the secured Device Payment Plan Agreement is a Receivable and is not a Written-Off Receivable, if Verizon Wireless accepts the surrender of the related wireless device in satisfaction of the Receivable, the related Originator or the Servicer (in the case of Receivables transferred by the Additional Transferor, as applicable) must reacquire or acquire, as applicable, that Receivable from the Trust, subject to the limitations set forth under “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments.”
Origination Characteristics
The number of Device Payment Plan Agreements originated by the Originators and other subsidiaries of Verizon Communications is correlated to wireless device sales and is influenced by market conditions and competitive pressures.  A substantial number of Device Payment Plan Agreements are originated in connection with the launch of the newest models of certain manufacturers’ wireless devices and during holidays, graduation season and other celebration seasons that occur during the calendar year.  Therefore, there have been and will likely continue to be fluctuations in origination volumes at these times.  See also “Risk Factors—Noteholders will bear all reinvestment risk resulting from principal payments on the Notes occurring earlier than expected” and “—Noteholders will bear all interest rate risk resulting from principal payments on the Notes occurring later than expected.”
The following table contains information about Device Payment Plan Agreements originated by the Originators and other subsidiaries of Verizon Communications during each of the periods indicated.  There can be no assurance that future originations of Device Payment Plan Agreements will be similar to the historical origination characteristics shown below for Device Payment Plan Agreements or that any trends shown in the tables will continue for any period.
Origination Characteristics
   
Three Months Ended
March 31,
   
Year Ended
December 31,
 
   
2022
   
2021
   
2021
   
2020
   
2019
   
2018
   
2017
 
Number of Device Payment Plan Agreements
originated (in thousands)(1)  
   
6,529
(4) 
   
5,978
(4) 
   
27,613
(4) 
   
23,029
(4) 
   
26,364
     
26,284
     
26,402
 
Aggregate principal balance of Device Payment Plan Agreements originated (in millions)(1)
 
$
5,225.89
(4) 
 
$
4,493.31
(4) 
 
$
21,137.86
(4) 
 
$
16,310.72
(4) 
 
$
18,736.23
   
$
19,132.61
   
$
17,051.52
 
Aggregate principal balance of Device Payment Plan Agreements outstanding (in millions)(2)
 
$
21,915.40
   
$
17,787.94
   
$
21,290.96
   
$
17,867.27
   
$
19,399.03
   
$
19,201.60
   
$
17,622.42
 
Average Customer Tenure
(in months)(2)(3)  
   
119
     
116
     
118
     
115
     
110
     
107
     
103
 
_________________________
(1)
Net of cancellations.
(2)
As of period end.
(3)
For a complete description of the calculation of Customer Tenure, see “Schedule I—Glossary of Defined Terms.
(4)
After March 31, 2021, due to changes in origination systems, certain Device Payment Plan Agreements that were not previously classified as Consumer Device Payment Plan Agreements or Business Device Payment Plan Agreements were reclassified as either Consumer Device Payment Plan Agreements or Business Device Payment Plan Agreements.  As a result, such Device Payment Plan Agreements are included in the table above.

SERVICING THE RECEIVABLES AND THE SECURITIZATION TRANSACTION
General
Verizon Wireless’ consumer finance operations include accounting, finance operations, fraud monitoring, and payment, credit and collections strategy and operations.  Collections transaction work is supported by internal and third-party call centers.  The third-party vendors that Cellco engages to perform
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certain receivable servicing processes in the name of Verizon and under Cellco’s management and control.  Cellco requires all vendors to follow processes set by Cellco or agreed to between Verizon and the vendor.  Cellco regularly monitors its vendors and processes for compliance.  Vendors do not have the discretion to make decisions that would materially affect agreed-upon processes, amounts collected or the timing for amounts applied to Obligor accounts.
Cellco’s servicing and collection systems maintain records for all Receivables, track application of payments and maintain relevant information on Obligors and their account status.  Cellco maintains backup data as part of its disaster recovery process at centers in multiple domestic locations.  All databases and application file changes are replicated to a disaster recovery center, and tests of the disaster recovery systems are conducted annually.
Servicing Duties
The Servicer will service the Receivables under the Transfer and Servicing Agreement.  Under the Transfer and Servicing Agreement, the Servicer’s main duties with respect to Group 1 will be:

collecting and applying all payments and credits made on the Receivables,

investigating delinquencies,

sending invoices and responding to inquiries of Obligors,

processing requests for extensions, modifications and adjustments,

administering payoffs, defaults, prepayments and delinquencies,

maintaining accurate and complete accounts and computer systems for the servicing of the Receivables,

preparing and furnishing monthly investor reports, remittance reports and instructions, and

providing the Custodian with updated records for the Receivable files.
The Servicer will not be required to, and is not expected to, make advances of payments on the Receivables.
Collections and Other Servicing Procedures
Customers receive one bill for each Verizon Wireless account, which includes billing for both wireless service and any Device Payment Plan Agreements under that account.  Customers may have multiple accounts.  All payments remitted by an Obligor to Verizon Wireless, any release of a security deposit, and any application of a credit granted to an Obligor by Verizon Wireless (other than credits applied directly to a Device Payment Plan Agreement, including in connection with an Upgrade Contract as described under “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments”) currently are applied to the related account based on invoice aging, with the oldest invoiced balance being relieved first, followed by the second oldest invoiced balance, etc., up to current billing amounts.  Credits granted in respect of cancellations, prepayments, invoicing errors or in connection with upgrades may be applied directly to a Device Payment Plan Agreement.
Within each invoice aging status, payments and credits currently are applied in the following order:

late fees;

service and all other charges, including, but not limited to, insurance premium payments and purchases (including accessories) billed to the account, other than amounts due under any Device Payment Plan Agreement, including any Receivable; and
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any amounts related to any Device Payment Plan Agreement, including Receivables, which, in the case of multiple Device Payment Plan Agreements related to a single account, will be applied in the order in which the Device Payment Plan Agreements were originated with the most recent Device Payment Plan Agreement being paid last.
The process for application of payments, releases of security deposits and applications of credits described in the bullet points above (other than credits granted in connection with an upgrade) may be changed at any time in the sole discretion of Cellco so long as such change (i) is also applicable to any Device Payment Plan Agreements that the Servicer services for itself and others and (ii) so long as Cellco is the Servicer, does not have a material adverse effect on the Creditors.  See also “Risk Factors—Payments on the Trust DPPAs will be subordinated to certain other payments by the Obligors, and payments on your Notes may be delayed or you may incur losses on your Notes.
Generally, Verizon Wireless bills are currently due 20 - 23 days after the end of the monthly bill cycle, and the due date is displayed on the customer’s bill.   Some business customers may have extended payment terms.  The Servicer considers an account to be delinquent if there are unpaid charges remaining on the account on the day after the bill’s due date and currently calculates delinquency assuming a due date that is 22 or 30 days after the end of the monthly bill cycle for consumer customers and business customers, respectively.  Verizon Wireless charges late fees on late payments for service charges and other charges as set forth in the second bullet above, which currently are in an amount of up to 1.5% per month (18% per year) on the unpaid balance, or $5 per month, whichever is greater, if the fee is allowed by law in the state of an Obligor’s billing address.  Under the Device Payment Plan Agreements, Verizon Wireless currently has the right to charge Obligors a late fee equal to the lesser of 5% of the unpaid balance on the Obligor’s bill or $5 if payment is not received within fifteen (15) days after the date due, but does not currently do so.
Payments on an account can be made by a variety of methods, including check, credit or debit card, ACH or cash.  Customers and other Obligors can make payment at a Verizon retail location, or initiate a payment via the Verizon website, the My Verizon or My Business Mobile Application or by phone with a Verizon customer or financial services representative.  Customers and other Obligors can also make payments through authorized third-party agents.  Checks typically are processed through a Verizon managed lockbox process.
Verizon Wireless’ collection efforts with respect to a particular Obligor are generally based on the results of proprietary custom empirically-derived internal behavioral scoring models that analyze the Obligor’s past performance to predict the likelihood of the Obligor falling further delinquent.
Verizon Wireless’ custom scoring models assess a number of variables, including origination characteristics, customer account history, and payment patterns.  An external scoring model is used with respect to certain larger Business Obligors.  Based on the score derived from these models, accounts are grouped by risk category to determine the collection strategy to be applied to those accounts.  These risk categories determine how soon an Obligor will be contacted after a bill becomes delinquent and generally include how often the Obligor will be contacted during the delinquency, and how long the account will remain in collections before the Obligor’s outbound calls are redirected to a Verizon Wireless collections representative.  The collections timeline and strategy may vary based on whether the Obligor is a Consumer Obligor or Business Obligor, as well as based on the size of the Business Obligor.
Generally, as an Obligor’s risk profile increases (including due to an Obligor having a shorter Customer Tenure with Verizon Wireless), the period before service interruption is shortened.  The focus of Verizon Wireless’ collection efforts is on both customer retention and loss mitigation.
Although most Device Payment Plan Agreements are paid without any additional servicing or collections efforts, if an account becomes delinquent, Verizon Wireless will attempt to contact the Obligor to determine the reason for the delinquency and identify the Obligor’s plan to resolve the delinquency.  Once an Obligor is delinquent, Verizon Wireless will proceed with collection efforts, which may include: (1) contacting Obligors via email, text message, notifications to the My Verizon or My Business Mobile Application, phone calls to their wireless device or their account point of contact and letters, (2) following-up with Obligors to notify them of a pending service interruption, (3) redirecting outgoing calls from a Consumer Obligor’s mobile device to a collections representative while also suspending the related data
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plan if the device is a smartphone, (4) following-up with Obligors to notify them of pending suspension of the related account, and (5) suspending the account.  Of the Obligors that initially become delinquent, Verizon Wireless’ experience has been that these delinquencies drop significantly after Verizon Wireless begins its targeted collection efforts.  Service is disconnected on average between forty-three (43) and forty-six (46) days after an account is suspended.  Beginning April 13, 2022, following such collection efforts and service disconnection, Verizon Wireless reserves the right to resolve past due balances of an Obligor using the credit card or debit card, if any, designated by such Obligor during the related original device order transaction.
Verizon Wireless may offer Obligors revised payment arrangement plans over the course of the Device Payment Plan Agreement.  Payment arrangement plans are based on specific servicing procedures and controls within the Verizon Wireless collection system.  Obligors with payment arrangement plans generally receive automatic reminder notifications on the day the promised payment is due.  Verizon Wireless may offer multiple revised payment arrangements over the term of the same Device Payment Plan Agreement, but revised payment arrangement plans will not alter the final maturity date or reduce the remaining amount due under that Device Payment Plan Agreement.
A business customer may enter into an Associated Account Agreement to obtain pricing discounts for all Device Payment Plan Agreements entered into by or on behalf of such business customer pursuant to the terms of such Associated Account Agreement. If a business customer has entered into an Associated Account Agreement, such business customer may also authorize its parent company and/or affiliates to become an Affiliated Party for Device Payment Plan Agreements entered into by such parent company and/or affiliate. In such case, (x) such Device Payment Plan Agreements will be eligible for the pricing discounts described in this paragraph and (y) except as otherwise set forth in the related Associated Account Agreement, the related Associated Account Agreement Party shall be obligated to make payments under such Device Payment Plan Agreement if such Affiliated Party fails to make such payments when due.
In March 2020, Verizon took the Federal Communications Commission's “Keep Americans Connected” pledge, through which Verizon pledged to waive late fees for, and not terminate service to, any of its consumer or small business customers who notified Verizon that they were experiencing hardship due to the COVID-19 Pandemic and could not pay their bill in full, and in April 2020, Verizon extended this commitment through the Protection Period. As a result, a number of Obligors who were delinquent on their accounts were not subject to certain collection efforts, including redirecting outgoing calls from the Obligor’s mobile device to a collections representative while also suspending the related data plan, and suspending the Obligor’s account. Following the Protection Period, the Servicer enrolled all Impacted Accounts that had an unpaid balance into its “Stay Connected” repayment program, which generally provides that all Impacted Accounts with unpaid amounts were brought current, and (A) any unpaid service and other charges became payable in equal installments over a 6 month period and (B) any Device Payment Plan Agreements with unpaid monthly installments were extended by the number of monthly installments unpaid. Beginning on the first bill date after enrollment, the Servicer does not consider Impacted Accounts enrolled in the “Stay Connected” repayment program to be delinquent in respect of any payments that would otherwise have been due.
After standard collection efforts are exhausted, Verizon Wireless writes off any remaining balance on an account.  On average, Verizon Wireless writes off an account when it is between one-hundred forty-three (143) and one-hundred forty-five (145) days past its bill date, but it may write-off an account earlier or later depending on the risk of the account and other circumstances.
After an account has been “written-off,” Verizon Wireless continues efforts to recover the unpaid charges.  Generally, recovery efforts are pursued based on a proprietary scoring method that assesses the likelihood of repayment by the related Obligor.  After several cycles of collection activity on written-off accounts, Verizon Wireless typically sells the account as a final effort to realize value.  Any recoveries after write-off, including any proceeds from the sale of a wireless device securing a Receivable, will not be assets of the Trust, but will instead be paid to the Servicer as additional servicing compensation.  See also “Risk Factors—Conflicts of interest may exist among the Servicer, the Marketing Agent, the Parent Support Provider and the Trust, which may result in losses on your Notes.”
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Verizon Wireless continuously monitors performance results against expected outcomes and may, from time to time, test new collection strategies.  If a test strategy shows improved yield, Verizon Wireless may adopt the strategy.  Therefore, Verizon Wireless’ servicing policies and procedures may change over time.
During March and July 2019, in connection with the transition to a new form of Device Payment Plan Agreement for Consumer Obligors that includes a purchase money security interest in the related device, Verizon Wireless changed its servicing procedures with respect to Obligors who filed for bankruptcy after the effective date of the change.  The March 2019 change resulted in an increase in losses resulting from bankruptcies, which increase is expected to be temporary and to be mitigated by the July 2019 changes as an increasing number of outstanding Device Payment Plan Agreements include a purchase money security interest in the related device.  As of the Statistical Calculation Date, the vast majority of Consumer Receivables include a purchase money security interest in the related device.
Delinquency and Write-Off Experience
Subsequent to origination, Verizon Wireless monitors delinquency and write-off experience as key credit quality indicators for its portfolio of Device Payment Plan Agreements.  The following tables show Verizon Wireless’ delinquency and write-off experience for its portfolio of Device Payment Plan Agreements.  The tables include all Device Payment Plan Agreements serviced by Cellco.  Delinquency and write-off experience may be influenced by a variety of economic, social, geographic and other factors beyond the control of Verizon Wireless.  There can be no assurance that the delinquency or write-off experience of the pool of Receivables described in this prospectus will be similar to the historical experience shown below for Device Payment Plan Agreements serviced by Cellco or that any trends shown in the tables will continue for any period.
Delinquency and Write-Off Experience

   
As of March 31,
   
As of December 31,
 
   
2022
   
2021
   
2021
   
2020
   
2019
   
2018
   
2017
 
Number of Device Payment Plan Agreements
outstanding (in thousands)  
   
46,350
     
43,242
     
45,403
     
43,786
     
46,013
     
45,701
     
45,588
 
Aggregate principal balance of Device Payment Plan Agreements outstanding (in millions)
 
$
21,915.40
   
$
17,787.94
   
$
21,290.96
   
$
17,867.27
   
$
19,399.03
   
$
19,201.60
   
$
17,622.42
 
Average principal balance of Device Payment Plan Agreements outstanding (in millions)
 
$
21,822.60
   
$
17,866.53
   
$
18,792.66
   
$
17,435.04
   
$
18,492.69
   
$
17,708.45
   
$
16,220.40
 

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Delinquencies

   
As of March 31,
   
As of December 31,
 
   
2022
   
2021
   
2021
   
2020
   
2019
   
2018
   
2017
 
Number of Device Payment Plan Agreement delinquencies (in thousands)(1)(2)
                                         
31 - 60 days  
   
478
     
447
     
482
     
671
     
710
     
673
     
572
 
61 - 90 days  
   
185
     
199
     
192
     
251
     
233
     
201
     
158
 
91 - 120 days  
   
96
     
91
     
87
     
129
     
104
     
106
     
75
 
Over 120 days  
   
87
     
61
     
82
     
59
     
46
     
50
     
31
 
Delinquencies >60 days as a percentage of number of Device Payment Plan Agreements outstanding (1)(2)
   
0.79
%
   
0.81
%
   
0.80
%
   
1.00
%
   
0.83
%
   
0.78
%
   
0.58
%

Write-Offs
   
Three Months Ended March 31,
   
Year Ended December 31,
 
   
2022
   
2021
   
2021
   
2020
   
2019
   
2018
   
2017
 
Number of Device Payment Plan Agreement write-offs (in thousands)
   
435
     
497
     
1,553
     
1,541
     
2,171
     
1,594
     
1,455
 
Gross write-offs (in millions)(3)  
 
$
201.97
   
$
216.51
   
$
689.07
   
$
665.58
   
$
1,052.09
   
$
725.00
   
$
560.52
 
Write-offs as a percentage of average monthly principal balance of Device Payment Plan Agreements outstanding(3)(4)
   
0.93
%
   
1.21
%
   
3.67
%
   
3.82
%
   
5.69
%
   
4.09
%
   
3.46
%
Average gross loss on Device Payment Plan Agreements written-off(3)
 
$
464.57
   
$
436.06
   
$
443.79
   
$
432.03
   
$
484.71
   
$
454.77
   
$
385.23
 
________________________
(1)
The period of delinquency is the number of days with unpaid due charges on an account excluding accounts that have been written-off.  Delinquency as shown above begins thirty (30) days after billing.  As of the most recent bill for the related account at period end.
(2)
A Device Payment Plan Agreement is shown as delinquent if any amount owed under the Obligor account is past due, regardless of whether the amount due on the related Device Payment Plan Agreement has been paid in full pursuant to the Servicer’s internal payment waterfall.
(3)
Does not give effect to any recoveries.
(4)
Average monthly principal balance of Device Payment Plan Agreements outstanding is calculated using the average of the end of month values of each month during the period.
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Servicing Fees
On each Payment Date, the Trust will pay the Servicer the Servicing Fee with respect to that Payment Date.  On each Payment Date, the Trust will pay the Series 2022-4 Allocation Percentage of the Servicing Fee from Series 2022-4 Available Funds in accordance with the priorities set forth under “Description of the Notes—Priority of Payments” or “—Post-Acceleration Priority of Payments,” as applicable.  In addition, the Servicer will be entitled to retain as a supplemental servicing fee any net recoveries on Written-Off Receivables (including any proceeds from the sale of a wireless device securing a Receivable), late fees, if any, and certain other administrative and similar fees and charges on the Receivables.  The Servicer may net these fees and expenses from Collections deposited into the Collection Account.
Servicer Modifications and Obligation to Acquire Receivables
The Servicer is generally obligated to manage, service, administer and make collections on the Receivables with reasonable care, in accordance with its Customary Servicing Practices.  As part of its normal collection efforts, the Servicer may, subject to the restrictions set forth in the following paragraph, waive late payment charges or other fees that may be collected in the ordinary course of servicing a Receivable or grant extensions, refunds, rebates or adjustments on any Receivable or amend any Receivable.  In response to the COVID-19 Pandemic, the Servicer implemented certain relief programs, as described under “—Collections and Other Servicing Procedures” above, and may implement additional programs in the future.
If the Servicer (A) makes certain modifications, including if it (i) cancels a Receivable or reduces or waives (including with respect to an Upgrade Offer) the remaining Principal Balance under a Receivable or any portion thereof and/or as a result, the monthly payments due thereunder, (ii) modifies, supplements, amends or revises a Receivable to grant the Obligor under that Receivable a contractual right to upgrade the related wireless device or (iii) grants payment extensions resulting in the final payment date of a Receivable being later than the Collection Period immediately preceding the final maturity date for the latest maturing Group 1 Credit Extension or (B) fails to maintain perfection of the Trust’s and the Master Collateral Agent’s security interest in the Receivables or otherwise impairs in any material respect the rights of the Trust or the Group 1 Creditors in the Receivable (other than as permitted by the terms of the Transfer and Servicing Agreement), and the Servicer fails to correct that failure or impairment in all material respects by the end of the second month following the month that the Servicer was notified in writing of the impairment, the Servicer will be required to acquire all affected Receivables from the Trust by remitting the related Reconveyance Amount into the Collection Account on or prior to the second Business Day before the Payment Date related to the Collection Period in which such Receivable was acquired by the Servicer.  However, the Servicer will not be required to acquire any modified Receivable if the modification was required by law or court order, including by a bankruptcy court.  In addition, if the Servicer, in its sole discretion, determines that as a result of a systems error or limitation or other reason, the Servicer is unable to service a Receivable in accordance with its Customary Servicing Practices, the Servicer may acquire the relevant Receivable.
In addition, if an Originator or the Servicer allows a Device Payment Plan Agreement that is a Receivable to be transferred to a different Obligor, the Marketing Agent will be required to acquire, or to cause the related Originator to acquire, that Receivable from the Trust for the Reconveyance Amount.
Under the Parent Support Agreement, to the extent the Servicer, the Marketing Agent or an Originator, as applicable, does not acquire or reacquire, as applicable, a Receivable under the circumstances set forth above, the Parent Support Provider will be required to remit into the Collection Account the Reconveyance Amount for that Receivable.  See “Parent Support Provider” for additional information about the Parent Support Agreement.
Under the terms of the Servicemembers Civil Relief Act and similar state laws, an Obligor who enters military service after the origination of a Device Payment Plan Agreement, has a device and receives orders to relocate to a location where Verizon Wireless service is unavailable, can (i) terminate his or her service without paying an early termination fee or (ii) request that the Obligor’s account be suspended.  The Servicer will not have to make any payments to the Trust with respect to any account terminated or suspended pursuant to the terms of the Servicemembers Civil Relief Act.  See also “Some Important Legal Considerations—Servicemembers Civil Relief Act.”
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For more information about the Servicer’s policies and procedures for servicing the Receivables, you should read “—Servicing Duties” and “—Collections and Other Servicing Procedures” above.
Bank Accounts
The Servicer will establish the Collection Account with the Master Collateral Agent and the Series Bank Accounts with the Paying Agent.  The Collection Account will be pledged to the Master Collateral Agent to secure the Group 1 Credit Extensions.  The Series Bank Accounts will be pledged to the Indenture Trustee to secure the Notes.
For so long as Cellco is the Servicer and no Event of Default (or event that, with the giving of notice or the passage of time, would constitute an Event of Default) has occurred and is continuing, funds in the Collection Account and the Series Bank Accounts may be invested in highly-rated, short-term investments that mature, in the case of the Collection Account, no later than the Business Day immediately preceding the next Payment Date; provided that the Servicer is able to maintain records on a daily basis with respect to the amounts realized from these investments.  Investment earnings, if any, on funds in the Collection Account and the Series Bank Accounts will not be included in Group 1 Available Funds or Series 2022-4 Available Funds but instead will be distributed directly to the Certificateholders on each Payment Date.  The Servicer will direct the investments unless the Master Collateral Agent instructs the bank holding the account otherwise after an Event of Default (or an event that, with the giving of notice or the passage of time, would constitute an Event of Default).  The Trust may invest the funds in Collection Account and the Series Bank Accounts in obligations issued by the Servicer or its affiliates.  If Cellco is no longer the Servicer, funds on deposit in the Collection Account and all Series Bank Accounts will remain uninvested.
The Servicer will have no access to the funds in the Series Bank Accounts.  Only the Paying Agent may withdraw funds from these accounts to make payments, including payments to the Noteholders.  The Paying Agent will make payments from the Series Bank Accounts to the Noteholders and others based on information provided by the Servicer.
Deposit of Collections
The Servicer will deposit all Collections into the Collection Account within two (2) Business Days after identification of receipt of good funds.  However, if the Monthly Remittance Condition is satisfied, Cellco, as Servicer, may deposit Collections into the Collection Account on the second Business Day immediately preceding each Payment Date.  Until deposited into the Collection Account, Collections may be used by the Servicer for its own benefit and will not be segregated from its own funds.
The deposit obligation of the Servicer set forth in the immediately preceding paragraph will be guaranteed by the Parent Support Provider.  Upon the receipt by the Parent Support Provider of written notice from the Master Collateral Agent, based on information provided by the Servicer, that any Collections have not been deposited into the Collection Account as required, the Parent Support Provider will be required to make the applicable deposit.
For administrative convenience, the Servicer may deposit Collections and other amounts into the Collection Account net of the Servicing Fee payable to the Servicer for the month, but must account for all transactions individually.  If amounts are deposited in error, they will be returned to the Servicer or netted from subsequent deposits.
For as long as the Servicer or the Marketing Agent, as applicable, is depositing Collections and any required Upgrade Prepayments within two (2) Business Days after identification of receipt of good funds or identification that all of the terms and conditions related to the relevant Upgrade Contract have been satisfied, respectively, the Servicer is required to provide a written report to the Master Collateral Agent and the Paying Agent on each deposit date setting forth, among other things, (x) the aggregate dollar amount of Collections deposited by the Servicer on that date, (y) the aggregate number of Upgrade Offers accepted since the deposit date immediately preceding the current deposit date, and (z) the aggregate amount of Upgrade Prepayments remitted by the Marketing Agent or the applicable Originators on that date.
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Custodial Obligations of Cellco
Cellco will act as Custodian for the Trust and will maintain electronically a Receivable file for each Receivable.  A Receivable file will include originals or copies of the Device Payment Plan Agreement. Copies typically will be electronically imaged copies.  Imaged copies of the documents will be accessible as “read only.”  Each Receivable file is maintained separately, but will not be segregated from other similar Receivable files or stamped or marked to reflect the transfer to the Trust while Cellco is servicing the Receivables.
Generally, Device Payment Plan Agreements that are originated electronically are stored electronically and are available to Obligors using the My Verizon or My Business Mobile Application document archive portal. If any Device Payment Plan Agreements are originated by paper execution, copies of such Device Payment Plan Agreements are scanned or otherwise electronically transmitted from the related retail location to a central repository where they are imaged so they, too, can be stored electronically.
Although Cellco is responsible for the performance of its obligations as Custodian, certain of its affiliates may undertake the actual performance of those obligations.  The performance by its affiliates does not relieve Cellco of its obligations as Custodian with respect to the Receivables.
Servicing Obligations of Cellco
As set forth in the Transfer and Servicing Agreement, the Servicer is generally obligated to manage, service, administer and make collections on the Receivables in accordance with its Customary Servicing Practices.  As part of its Customary Servicing Practices, the Servicer may implement new programs, whether on an intermediate, pilot or permanent basis, or on a regional or nationwide basis, or modify its standards, policies and procedures as long as, in each case, the Servicer implements any new programs or modifies its standards, policies and procedures in respect of comparable assets serviced for itself or its affiliates.  Cellco will agree in the transaction documents that so long as Cellco is Servicer, the Servicer shall not change the process for the application of payments, releases of security deposits and applications of credits described under “Servicing the Receivables and the Securitization Transaction—Collections and Other Servicing Procedures” unless the change (i) is also applicable to any Device Payment Plan Agreement that the Servicer services for itself and others and (ii) does not have a material adverse effect on the Group 1 Creditors.
As Servicer, Cellco will be authorized to exercise certain discretionary activity with regard to the servicing of the Receivables, including delaying disconnection of a device post account suspension if an Obligor begins to cure the delinquency on its account.  Verizon Wireless uses operating procedures, system controls, and management reporting in an effort to measure the effectiveness of this activity.
If an Obligor accepts an Upgrade Offer with respect to a Receivable but fails to satisfy the required terms and conditions related to such Upgrade Offer, the Servicer will not waive any amounts due by such Obligor under the related Receivable and will pursue its applicable Customary Servicing Practices against such Obligor in respect of the related Receivable until all amounts due under the related Receivable are received. The terms and conditions for the Current Upgrade Program state that if an Obligor fails to return the applicable wireless device within thirty (30) days of receiving the new wireless device or the returned device is not in good working condition, all payments due under the original Device Payment Plan Agreement will be accelerated and become immediately due and owing by the related Obligor.
If none of the Marketing Agent, the related Originator or the Parent Support Provider makes the required Upgrade Prepayments as described under “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments,” the Servicer will be required to deliver notice to certain Obligors as described under “—Notice Obligations of Cellco” below and, if Cellco is still the Servicer, give a monthly credit to the related Obligor against amounts owing with respect to the new Device Payment Plan Agreement resulting from the related Upgrade Offer, in an amount equal to the amount due that month under the original Device Payment Plan Agreement that is a Receivable.  If Cellco is no longer the Servicer, Cellco will be required to apply these credits upon receipt of notice from the successor servicer that the Obligor has made the requisite payment under the original Device Payment Plan Agreement.  Any monthly credit granted to an Obligor is required to be applied directly against the monthly payment due on the related Device Payment Plan Agreement that is a Receivable and not in
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accordance with the Servicer’s customary payment application pursuant to its Servicing Procedures.  See “Risk Factors—Verizon Wireless’ Upgrade Offers may adversely impact Collections on the Receivables and the timing of principal payments, which may result in reinvestment risk.”
Limitations on Liability
The Servicer will only be liable under the Transfer and Servicing Agreement for its specific obligations thereunder, and in such case only for its own willful misconduct, bad faith or gross negligence in performing its obligations under the Transfer and Servicing Agreement.  The Servicer will not be required to start, pursue or participate in any legal proceeding that is not incidental or related to its obligations to service the Receivables under the Transfer and Servicing Agreement and that in its opinion may result in liability or cause it to pay or risk funds or incur financial liability.  The Servicer will indemnify the Trust, the Owner Trustee, each Creditor Representative (including the Indenture Trustee) and the Master Collateral Agent (in each of its capacities under the transaction documents) and their officers, directors, employees and agents for damages caused by the Servicer’s willful misconduct, bad faith or gross negligence in the performance of its duties as Servicer.
Amendments to Transfer and Servicing Agreement
The Transfer and Servicing Agreement may be amended by the Trust, the Depositor and the Servicer, without the consent of any Creditor Representatives or Creditors, to cure any ambiguity, to correct an error or to correct or supplement any provision of the Transfer and Servicing Agreement that may be defective or inconsistent with the other terms of the Transfer and Servicing Agreement.
The Trust, the Depositor and the Servicer may, also without the consent of any Creditor Representatives or Creditors, enter into an amendment or amendments to the Transfer and Servicing Agreement for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Transfer and Servicing Agreement or modifying in any manner the rights of the Creditors under the Transfer and Servicing Agreement, if (A) the Trust or the Administrator shall have delivered to the Master Collateral Agent and the Owner Trustee an officer’s certificate, dated the date of any such action, stating that the Trust or the Administrator, as applicable, reasonably believes that such action will not have a material adverse effect on the interest of any Creditor or (B) the Rating Agency Condition has been satisfied for all Credit Extensions then rated by a rating agency.  The Trust, the Depositor and the Servicer, with the consent of the Majority Trust Creditor Representatives of each Group adversely affected thereby, may, with prior written notice to the rating agencies (if any Credit Extensions of an affected Group are then rated by a rating agency) and the Master Collateral Agent, enter into an amendment or amendments to the Transfer and Servicing Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Transfer and Servicing Agreement or of modifying in any manner the rights of the Creditors under the Transfer and Servicing Agreement.  The consent of the Master Collateral Agent will be required for any amendment described in this paragraph 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 described in this paragraph that has a material adverse effect on the rights, obligations, immunities or indemnities of the Owner Trustee, which consent will not be unreasonably withheld.
Any Creditor Representative consenting to any amendment will be deemed to agree that the amendment does not have a material adverse effect on it or on the related Creditors.  For any amendment, the Depositor or the Administrator will be required to deliver to the Master Collateral Agent and the Owner Trustee an opinion of counsel stating that the amendment is authorized and permitted by the Transfer and Servicing Agreement and that all conditions precedent to the amendment have been satisfied.
Resignation and Termination of Servicer
Cellco may not resign as Servicer unless it determines it is legally unable to perform its obligations under the Transfer and Servicing Agreement.  No resignation will become effective until the earlier of (x) the date on which a successor servicer has assumed Cellco’s servicing obligations or (y) the date on which the Servicer is legally unable to act as Servicer.
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Each of the following events will be a “Servicer Termination Event” under the Transfer and Servicing Agreement:

(x) the Servicer fails to deposit, or deliver to the Master Collateral Agent for deposit, any collections or payments in respect of the Trust DPPAs required to be delivered under the Transfer and Servicing Agreement; (y) so long as Cellco is the Servicer, the Marketing Agent fails to deposit, or to cause the related Originators to deposit, into the Collection Account any prepayments in respect of the Trust DPPAs required by Upgrade Contracts under an Upgrade Program required to be delivered under the Transfer and Servicing Agreement, or (z) so long as Cellco is the Servicer, the Parent Support Provider fails to make any payments with respect to the items set forth in clause (x) or clause (y) above, to the extent the Servicer, or the Marketing Agent or any related Originator, respectively, fails to do so, and, in each case, which failure continues for five (5) Business Days after the Servicer, the Marketing Agent or the Parent Support Provider, as applicable, receives written notice of the failure from the Master Collateral Agent or a responsible person of the Servicer, the Marketing Agent or the Parent Support Provider, as applicable, obtains actual knowledge of the failure; or

the Servicer (including in its capacity as Custodian) fails to fulfill its duties under the Transfer and Servicing Agreement (other than pursuant to the immediately preceding bullet point or the immediately following bullet point), which failure has a material adverse effect on the Creditors and continues for ninety (90) days after the Servicer receives written notice of the failure from the Master Collateral Agent or the Majority Trust Creditor Representatives, or

so long as Cellco is the Servicer, failure by (i) the Marketing Agent to make, or to cause the related Originator to make, any payments required to be paid by the Marketing Agent in respect of the Trust DPPAs, including without limitation Credit Payments or payments relating to the acquisition by the Marketing Agent or the related Originator of Trust DPPAs that are subject to certain transfers, but not including prepayments required by Upgrade Contracts under an Upgrade Program, or (ii) the Parent Support Provider to make any payments set forth in clause (i) above, to the extent that the Marketing Agent or the related Originator fails to do so, in either case, that continues for ten (10) Business Days after the Marketing Agent or Parent Support Provider, as applicable, receives written notice of the failure from the Master Collateral Agent, or a responsible person of the Marketing Agent or the Parent Support Provider, as applicable, obtains actual knowledge of the failure, or

certain insolvency events of the Servicer;
provided, however, that a delay or failure of performance referred to under the first, second or third bullet point above for an additional period of sixty (60) days will not constitute a Servicer Termination Event if that delay or failure was caused by force majeure or other similar occurrence.
In accordance with the Master Collateral Agreement, the Majority Trust Creditor Representatives may direct the Master Collateral Agent to waive a Servicer Termination Event, except with respect to a failure to make required deposits to or payments, and the consequences thereof.  Upon the waiver, the Servicer Termination Event will be deemed not to have occurred.
If a Servicer Termination Event occurs and is continuing, the Master Collateral Agent, if directed to do so by the Majority Trust Creditor Representatives, and in accordance with the Master Collateral Agreement, will remove the Servicer and terminate its rights and obligations under the Transfer and Servicing Agreement. If the Servicer resigns or is terminated upon a Servicer Termination Event, the Master Collateral Agent will promptly engage an institution having a net worth of not less than $50,000,000 whose regular business and operations includes the servicing of receivables and can accommodate the servicing of Device Payment Plan Agreements, as the successor to the Servicer under the Transfer and Servicing Agreement and successor to the Administrator under the Administration Agreement.  If no Person has accepted the engagement as successor servicer when the Servicer stops performing its obligations, the Master Collateral Agent, without further action, will be automatically appointed the successor servicer to perform the obligations of the Servicer (other than any obligations specifically excluded) until such time as another successor servicer shall accept engagement as successor servicer.  If the Master Collateral Agent is unwilling or legally unable to act as successor servicer, it will appoint, or petition a court of competent
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jurisdiction to appoint, an institution having a net worth of not less than $50,000,000 whose regular business and operations includes the servicing of accounts and can accommodate the servicing of Device Payment Plan Agreements, as successor to the Servicer under the Transfer and Servicing Agreement.
The Master Collateral Agent may make arrangements for the compensation of the successor servicer out of Collections and amounts collected on the other Trust DPPAs as it and the successor servicer may agree.  In addition to the Servicing Fee, any successor servicer is entitled to (i) a one-time successor servicer engagement fee of $150,000, payable on the first Payment Date after it assumes its duties as successor servicer and (ii) a monthly supplemental successor servicing fee equal to the product of the Series 2022-4 Group Allocated Percentage and the excess, if any, of $425,000 over the Servicing Fee.   The Trust will pay the Series 2022-4 Group Allocated Percentage of such amounts from Series 2022-4 Available Funds in accordance with the priorities set forth under “Description of the Notes—Priority of Payments” or “—Post-Acceleration Priority of Payments,” as applicable.
If a bankruptcy trustee or similar official is appointed for the Servicer and no other Servicer Termination Event has occurred, the bankruptcy trustee or official may have the power to prevent the Master Collateral Agent or the Creditors from terminating the Servicer.
The Servicer will agree to cooperate to effect a servicing transfer and make available those of its records relating to payments on the Trust DPPAs and the related files.  The Servicer will not be obligated to provide, license or assign its processes, procedures, models, servicing software or other applications to any successor servicer or any third party, or provide anything covered by a restriction on transfer or assignment or a confidentiality agreement or otherwise restricted by legal, regulatory, privacy or data protection policies.  Any successor servicer will agree to provide to Cellco any information relating to payments received from Obligors, delinquencies in payments by Obligors, any Written-Off Receivables or written-off Trust DPPAs and any other information related to the Obligors and the Trust DPPAs required by Cellco to service the accounts of which any Trust DPPAs are a part.
Notice Obligations of Cellco
Within ten (10) days following the earlier to occur of (i) a ratings downgrade by each of Fitch, Moody’s and S&P of Verizon Communications to below investment grade or (ii) a Servicer Termination Event, the Servicer will be required to send a notice to all Obligors under the Receivables indicating (a) that their Device Payment Plan Agreements have been assigned to the Trust and designated to Group 1, and (b)(x) if Cellco has not been removed as Servicer, that the Obligors shall continue to make their payments as they had previously, or (y) if Cellco has been removed as Servicer, the name of the new servicer and any new instructions with respect to their payments.  In addition, if the Servicer Termination Event was as a result of the failure by the Marketing Agent, an Originator or the Parent Support Provider to deposit any prepayments with respect to the Receivables related to an Upgrade Program that continues for five (5) Business Days after the Marketing Agent or the Parent Support Provider, as applicable, receives written notice of the failure from the Master Collateral Agent or a responsible person of the Marketing Agent or Parent Support Provider obtains actual knowledge of the failure, then Cellco shall also send a notice to (i) all Obligors who are or may become eligible for an upgrade, indicating that Cellco has recently failed to make the necessary prepayments with respect to one or more of its Obligors in connection with an Upgrade Offer, and that if any Obligor chooses to upgrade and Cellco fails to make the Upgrade Prepayment with respect to them, that Obligor will still be required to make payments on his or her original Device Payment Plan Agreement, but may deduct a corresponding amount from his or her new Device Payment Plan Agreement with Verizon Wireless, and (ii) all Obligors who had initiated upgrades under an Upgrade Offer, indicating that Cellco had failed to make the relevant Upgrade Prepayment, and stating that those Obligors will continue to have an obligation to make payments on their original Device Payment Plan Agreements, but may deduct a corresponding amount from their new Device Payment Plan Agreements with Verizon Wireless.
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RECEIVABLES
Receivables, Group 1 Assets and Series 2022-4 Assets
The primary assets of the Trust will be a revolving pool of Device Payment Plan Agreements for wireless devices originated by the Originators described under “The Originators.”  The Originators and the Additional Transferor have transferred and assigned prior to the Closing Date and the Originators and/or the Additional Transferor will transfer and assign from time to time after the Closing Date, all of their respective right, title and interest in Device Payment Plan Agreements, including all amounts received and applied on those Device Payment Plan Agreements on or after the related Cutoff Date, and all payments on or under and all proceeds of the Device Payment Plan Agreements, to the Depositor, and the Depositor has transferred and assigned prior to the Closing Date and will transfer and assign from time to time after the Closing Date, all of its right, title and interest in these Device Payment Plan Agreements to the Trust.  In addition, on any Designation Date, from time to time the Trust (or the Administrator, on behalf of the Trust), with the consent of the Servicer, may re-designate Trust DPPAs previously designated to a Group that does not relate to any Outstanding Credit Extensions to Group 1.
The assets of the Trust designated to Group 1 consist of:

the Receivables and Collections on the Receivables received after the end of the calendar day on the applicable Cutoff Date (other than net recoveries on Written-Off Receivables, including any proceeds from the sale of a wireless device securing a Receivable, which will be retained by the Servicer as a supplemental servicing fee),

funds in the Collection Account in respect of the Receivables,

rights of the Trust under the Transfer and Servicing Agreement, the Receivables Transfer Agreements and the other transaction documents in respect of the Receivables,

rights to funds from (i) the reacquisition by Originators or the acquisition by the Servicer (in the case of Receivables transferred by the Additional Transferor or designated to Group 1 on a Designation Date), as applicable, of Receivables that, as of the applicable Cutoff Date, were not Eligible Receivables, (ii) the acquisition by the Servicer of Receivables that breach certain covenants, (iii) the reacquisition by Originators or the acquisition by the Servicer (in the case of Receivables transferred by the Additional Transferor), as applicable, of secured Receivables (that are not Written-Off Receivables) if the related Obligor becomes the subject of a bankruptcy proceeding and Verizon Wireless accepts the surrender of the related wireless device in satisfaction of the Receivable, (iv) the acquisition by the Marketing Agent or the reacquisition by an Originator of Receivables that are subject to certain transfers, (v) Credit Payments and Upgrade Prepayments made by the Marketing Agent or an Originator in respect of the Receivables and (vi) any amounts remitted by the Parent Support Provider under the Parent Support Agreement in respect of the Receivables, and

all proceeds of the above.
The foregoing Trust assets will be pledged by the Trust to the Master Collateral Agent for the benefit of the Group 1 Creditors.  See also “Some Important Legal Considerations—Security Interests in Receivables.”
Certain assets will be specifically designated to Series 2022-4, and no other Series will have an interest in such assets.  These assets will consist of:

funds in the Series Bank Accounts, and

if applicable, any amounts received under any Letter of Credit.
The foregoing assets will be pledged by the Trust to the Indenture Trustee for the benefit of the Noteholders.
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Description of the Receivables
Each of the Receivables was and will be originated by one of the Originators using the origination procedures described under “Origination and Description of Device Payment Plan Agreement Receivables—Underwriting Criteria” as in effect at the time the Receivables were originated.  The origination practices and policies may be updated in the normal course of Verizon Wireless’ business as Verizon Wireless continually analyzes, validates and manages its credit and other origination policies based on costs and economic and other factors, and adjusts the policies as necessary to meet the needs of the business.  Any changes to the policies will be applied to all Device Payment Plan Agreements originated by the Originators from and after the date that the changes are implemented, which may follow a trial change with respect to a limited number of Obligors.  Any material changes in the origination practices and policies used to originate Device Payment Plan Agreements will be disclosed on the Form 10-D filed with respect to the first Collection Period in which Device Payment Plan Agreements subject to the changes are transferred to the Trust and such Trust DPPAs are designated to Group 1.  See “Risk Factors—The addition or removal of Receivables may decrease the credit quality of the Group 1 assets securing the Notes and may result in accelerated, reduced or delayed payments on the Notes.”
Each Receivable will be the subject of a stand-alone Device Payment Plan Agreement and will be an Eligible Receivable, as described below under “—Criteria for Selecting the Receivables.”
Each existing Receivable has a 0.00% APR, but Receivables transferred to the Trust and designated to Group 1 in the future may have an APR greater than 0.00%.  As of the related Cutoff Date for each Receivable, the related Obligor’s account will have wireless service with Verizon Wireless.  Each Obligor receives one bill for the related account, which includes billing for late fees (if any), wireless service and other charges, including accessories and insurance, and any amounts due under Device Payment Plan Agreements.  Payments remitted by an Obligor to Cellco are applied to the related account as described under “Servicing the Receivables and the Securitization Transaction—Collections and Other Servicing Procedures.
Criteria for Selecting the Receivables
The Receivables have been and will be selected by the Trust (or the Administrator, on behalf of the Trust) from time to time from the portfolio of Device Payment Plan Agreements transferred by the Originators and the Additional Transferor to the Depositor and by the Depositor to the Trust that are Eligible Receivables.  The Administrator did not use and will not use selection procedures in selecting the Receivables from the portfolio of Device Payment Plan Agreements transferred by the Originators and the Additional Transferor to the Depositor and by the Depositor to the Trust that it believes to be adverse to the Group 1 Creditors.
Each Originator will severally represent and warrant that the Receivables originated by it and transferred by it to the Depositor and by the Depositor to the Trust for designation to Group 1 are Eligible Receivables as of the related Cutoff Date, though the Originators will not be required to make any representation that such Receivables constitute Series 2022-4 Eligible Receivables.  In addition, the Servicer will represent and warrant that the Receivables transferred by the Additional Transferor to the Depositor and by the Depositor to the Trust for designation to Group 1 are Eligible Receivables as of the related Cutoff Date, though the Servicer will not be required to make any representation that such Receivables constitute Series 2022-4 Eligible Receivables.  In addition, in the event that any Trust DPPAs are designated to Group 1 on a Designation Date, the Servicer will represent and warrant that such Receivables are Eligible Receivables as of the related Cutoff Date, though the Servicer will not be required to make any representation that such Receivables constitute Series 2022-4 Eligible Receivables.  The Depositor will assign its rights to these representations to the Trust, and the Trust will assign its rights to these representations to the Master Collateral Agent, for the benefit of the Group 1 Creditors.  Receivables that constitute “Series 2022-4 Eligible Receivables” are required to have the following characteristics:

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;
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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 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 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 Servicer’s Customary Servicing Practices;

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 eligibility criteria for Series 2022-4 described above are solely for the purposes of determining the Ineligible Amount for Series 2022-4, which is used to calculate the Series 2022-4 Allocation Percentage.  Series 2022-4 will be entitled to Collections, and exposed to delinquencies and defaults, on Receivables that do not qualify as Series 2022-4 Eligible Receivables.  Other Group 1 Series may have different, and less-stringent, eligibility criteria than Series 2022-4, and the Receivables eligible for such other Group 1 Series may not be of the same credit quality as the Series 2022-4 Eligible Receivables.
Composition of the Receivables
As of the Statistical Calculation Date, the aggregate Principal Balance of the Receivables was $12,866,753,168.47.
Each Receivable has a 0.00% APR.
The information concerning the Receivables presented throughout this prospectus is based on the Receivables as of the Statistical Calculation Date.  The pool of Receivables on the Closing Date may (i) not
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include certain Receivables designated to Group 1 as of the Statistical Calculation Date as a result of payments in full or delinquencies on certain Device Payment Plan Agreements after the Statistical Calculation Date and other reasons for which the Device Payment Plan Agreements would not constitute Eligible Receivables for Group 1 as of the Cutoff Date related to the Closing Date and (ii) include other Receivables designated to Group 1 after the Statistical Calculation Date.  The characteristics of the Receivables on the Closing Date may not be identical to, but are not expected to differ materially from, the characteristics of the pool of Receivables described in this prospectus as of the Statistical Calculation Date.
The following tables show the characteristics or distributions of some characteristics of the Receivables as of the Statistical Calculation Date.  The values and percentages in the following tables may not sum to total due to rounding.  All percentages and averages are based on the aggregate Principal Balance of the Receivables as of the Statistical Calculation Date unless otherwise stated.
Number of Receivables  
20,982,631
Number of accounts  
12,471,569
Aggregate original Principal Balance  
$17,313,933,121.04
Aggregate Principal Balance  
$12,866,753,168.47
Principal Balance
 
   Minimum  
$0.01
   Maximum  
$2,410.00
   Average  
$613.21
Average monthly payment  
$29.53
Weighted average remaining installments (in months)(1)  
23
Weighted average FICO® Score of Consumer Obligors under Consumer Receivables(1)(2)(3)
718
Percentage of Consumer Receivables with Consumer Obligors without a FICO® Score(3)
3.40%
Percentage of Receivables with Obligors with smart phones  
92.36%
Percentage of Receivables with Obligors with other wireless devices
7.64%
Percentage of Receivables with Obligors with upgrade eligibility(4)  
62.14%
Percentage of Receivables with device protection that includes insurance(5)
33.11%
Percentage of Receivables with account level device protection that includes insurance(5)
28.58%
Geographic concentration (Top 3 States)(6)
 
California  
10.45%
Texas  
6.22%
Florida  
6.14%
Weighted average Customer Tenure (in months)(1)(7)  
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Percentage of Receivables with monthly payments  
100.00%
Percentage of Receivables with 0.00% APR  
100.00%
Percentage of Receivables with 36 month original term(8)  
18.20%
Percentage of Receivables with 30 month original term(8)  
49.95%
Percentage of Receivables with 24 month original term(8)  
31.84%
Percentage of Receivables with 6 month original term(9)  
0.00%
Financing for wireless devices  
100.00%
Unsecured Receivables  
9.76%
Secured Receivables(10)  
90.24%
Percentage of Receivables that are Consumer Receivables  
90.24%
Percentage of Receivables that are Business Receivables  
9.76%
___________________
(1)
Weighted averages are weighted by the aggregate Principal Balance of the applicable Receivables as of the Statistical Calculation Date.
(2)
Excludes Consumer Receivables that have Consumer Obligors who did not have FICO® Scores because they are individuals with minimal or no recent credit history.
(3)
This FICO® Score reflects the FICO® Score 8 of the related Consumer Obligor under a Consumer Receivable. The FICO® Score is calculated, with respect to each Consumer Obligor on or about the date on which the Consumer Receivable was originated.
(4)
Comprised of Obligors whose wireless devices are subject to Verizon Wireless’ Current Upgrade Program.
(5)
See “Origination and Description of Device Payment Plan Agreement Receivables—Insurance on Wireless Devices.”  Includes account level device protection that includes insurance and line level device protection that includes insurance associated with the Receivable’s active line either at the time of origination or added within 30 days of origination, while remaining active as of the date that is 30 days following origination. “Account level device protection that includes insurance” above excludes Receivables with device protection that includes insurance.
(6)
Based on the billing addresses of the Obligors under the Receivables.
(7)
For a complete description of the calculation of Customer Tenure, see “Schedule I—Glossary of Defined Terms.
(8)
The sum of Percentage of Receivables with 36 month original term, Percentage of Receivables with 30 month original term and Percentage of Receivables with 24 month original term represents, in the aggregate, a number greater than 99.99% but less than 100.00%.
(9)
Represents a number greater than 0.00% but less than 0.01%.
(10)
Includes Receivables that are secured by the related wireless device and have a perfected security interest in such wireless device.
110


Geographic Concentration of the Receivables(1)
Geographic Concentration
 
Number of Receivables
   
Aggregate Principal Balance
   
Percentage of Aggregate Principal Balance
 
 California                                                              
   
2,110,222
   
$
1,344,182,903.73
     
10.45
%
 Texas                                                              
   
1,251,592
     
800,059,957.71
     
6.22
 
 Florida
   
1,271,669
     
790,395,086.11
     
6.14
 
 New York
   
1,159,788
     
712,479,675.52
     
5.54
 
 Ohio
   
969,851
     
572,405,376.92
     
4.45
 
 North Carolina                                                              
   
910,598
     
557,629,854.65
     
4.33
 
 Georgia
   
778,390
     
490,274,714.71
     
3.81
 
 Pennsylvania
   
828,475
     
484,468,238.76
     
3.77
 
 New Jersey
   
734,649
     
452,752,433.00
     
3.52
 
 Michigan
   
751,413
     
452,166,993.54
     
3.51
 
Illinois                                                            
   
721,645
     
435,207,498.91
     
3.38
 
Virginia                                                            
   
685,816
     
422,992,934.70
     
3.29
 
All other                                                            
   
8,808,523
     
5,351,737,500.21
     
41.59
 
Total                                                              
   
20,982,631
   
$
12,866,753,168.47
     
100.00
%
___________________

(1)
The table shows the states with concentrations greater than 3.00% of the aggregate Principal Balance of the Receivables as of the Statistical Calculation Date based on the billing addresses of the related Obligors.


Distribution of the FICO® Score of the Consumer Receivables(1)
FICO® Score
 
Number of Receivables
   
Aggregate Principal Balance
   
Percentage of Aggregate Principal Balance
   
Percentage of Overall Device Payment Plan Agreement Portfolio(2)
 
No FICO® Score(3)                                                  
   
641,895
   
$
394,914,033.56
     
3.40
%
   
5.49
%
250 – 599                                                  
   
2,257,868
     
1,488,871,580.84
     
12.82
     
13.82
 
600 – 649                                                  
   
1,873,458
     
1,254,888,878.73
     
10.81
     
10.98
 
650 – 699                                                  
   
2,391,432
     
1,597,514,257.36
     
13.76
     
13.58
 
700 – 749                                                  
   
2,815,749
     
1,854,669,469.29
     
15.97
     
15.14
 
750 or greater                                                  
   
7,967,044
     
5,020,414,930.16
     
43.24
     
40.99
 
Total                                                  
   
17,947,446
   
$
11,611,273,149.94
     
100.00
%
   
100.00
%
___________________

(1)
This FICO® Score reflects the FICO® Score 8 of the related Consumer Obligor. The FICO® Score is calculated with respect to each Consumer Obligor on or about the date on which such Consumer Receivable was originated.
(2)
Represents the aggregate Principal Balance of Device Payment Plan Agreements in the Device Payment Plan Agreement portfolio in each FICO® Score Range as a percentage of the aggregate Principal Balance of the Device Payment Plan Agreement portfolio as of the Statistical Calculation Date.
(3)
Represents Consumer Receivables that have Consumer Obligors who did not have FICO® Scores because they are individuals with minimal or no recent credit history.
111


Distribution of the Customer Tenure of the Receivables(1)

Customer Tenure
 
Number of Receivables
   
Aggregate
Principal Balance
   
Percentage of Aggregate Principal Balance
 
Less than 7 months                                                                  
   
2,814,487
   
$
1,656,729,925.77
     
12.88
%
7 months to less than 12 months                                                                  
   
327,191
     
176,162,380.26
     
1.37
 
12 months to less than 24 months
   
1,203,206
     
743,333,403.25