Common use of Undertaking Clause in Contracts

Undertaking. (a) For value received by it and its Affiliates, the Parent Support Provider hereby absolutely, unconditionally and irrevocably assures and undertakes for the benefit of each of the Beneficiaries the due and punctual remittance by any Originator, the Servicer (for as long as the Servicer is Cellco or an Affiliate of Cellco) and the Marketing Agent (for as long as the Marketing Agent is Cellco or an Affiliate of Cellco) (referred to collectively as the “Covered Entities” and each, a “Covered Entity”), as applicable, of (i) the Acquisition Amount by each Originator in respect of the Originator Reacquisition Obligation and the Originator Bankruptcy Reacquisition Obligation, (ii) the deposit of Collections by the Servicer (for as long as the Servicer is Cellco or an Affiliate of Cellco) in respect of the Servicer Deposit Obligation, (iii) the Acquisition Amount by the Servicer in respect of the Servicer Representation Obligation (or by Cellco, to the extent the Servicer is no longer Cellco), the Servicer Bankruptcy Acquisition Obligation (for as long as the Servicer is Cellco or an Affiliate of Cellco) and the Servicer Acquisition Obligation (for as long as the Servicer is Cellco or an Affiliate of Cellco) and (iv) the remittances or payments pursuant to Sections 4.3(g), 4.3(h) or 4.3(i) of the Transfer and Servicing Agreement, as applicable, by the Marketing Agent (for as long as the Marketing Agent is Cellco or an Affiliate of Cellco) or the related Originators in respect of the Marketing Agent Remittance Obligation (the amounts described in clauses (i), (ii), (iii) and (iv), collectively, the “Guaranteed Obligations”) irrespective of: (A) the validity, binding effect, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, this Agreement, the Transaction Documents or any documents related hereto or thereto, (B) any change in the existence, ownership (to the extent that as a result of such change in ownership such Covered Entity continues to be a subsidiary or Affiliate of Verizon) or formation of, or the bankruptcy or insolvency of, any Covered Entity, (C) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Guaranteed Obligation (or any collateral security therefor, including the property sold, purchased, contributed (or purportedly sold, purchased or contributed) or otherwise pledged or transferred under any of the Transaction Documents) by any party to this Agreement, the Transaction Documents or any related documents, (D) the existence of any claim, set-off, counterclaim or other right that the Parent Support Provider or any other Person may have against any Covered Entity or any other Person, (E) any impossibility or impracticability of performance, illegality, force majeure, any act of any Governmental Authority or any other circumstance that might otherwise constitute a legal or equitable discharge or defense available to, or provide a discharge of, the Parent Support Provider, (F) any Law affecting any term of any of the Guaranteed Obligations or any Transaction Document, or rights of any Beneficiary with respect thereto or otherwise, (G) the failure by any Beneficiary to take any steps to perfect and maintain perfected its interest in, or the impairment of, any Receivable or (H) any failure to obtain any authorization or approval from or to notify or file with, any Governmental Authority that is required in connection with the performance of the Guaranteed Obligations or otherwise.

Undertaking. (a) For value received by it and its Affiliates, the Parent Support Provider hereby absolutely, unconditionally and irrevocably assures and undertakes for the benefit of each of the Beneficiaries the due and punctual remittance by any Originator, the Servicer (for as long as the Servicer is Cellco or an Affiliate of Cellco) and the Marketing Agent (for as long as the Marketing Agent is Cellco or an Affiliate of Cellco) (referred to collectively as the “Covered Entities” and each, a “Covered Entity”), as applicable, of (i) the Acquisition Reconveyance Amount by each Originator in respect of the Originator Reacquisition Obligation and the Originator Bankruptcy Reacquisition Obligation, (ii) the Reconveyance Amount by the Servicer (for as long as the Servicer is Cellco or an Affiliate of Cellco), in respect of the Servicer Additional Transferor Acquisition Obligation, the Servicer Bankruptcy Acquisition Obligation, the Servicer Designation Date Acquisition Obligation and the Servicer Acquisition Obligation, (iii) the deposit of Collections by the Servicer (for as long as the Servicer is Cellco or an Affiliate of Cellco) in respect of the Servicer Deposit Obligation, (iii) the Acquisition Amount by the Servicer in respect of the Servicer Representation Obligation (or by Cellco, to the extent the Servicer is no longer Cellco), the Servicer Bankruptcy Acquisition Obligation (for as long as the Servicer is Cellco or an Affiliate of Cellco) and the Servicer Acquisition Obligation (for as long as the Servicer is Cellco or an Affiliate of Cellco) and (iv) the remittances or payments pursuant to Sections 4.3(g), 4.3(h) or 4.3(i) of the Transfer and Servicing Agreement, as applicable, by the Marketing Agent (for as long as the Marketing Agent is Cellco or an Affiliate of Cellco) ), or the related Originators Originators, in respect of the Marketing Agent Remittance Obligation (the amounts described in clauses (i), (ii), (iii) and (iv), collectively, the “Guaranteed Obligations”) irrespective of: (A) the validity, binding effect, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, this Agreement, the Transaction Documents Documents, any other Series Related Documents, or any documents related hereto or thereto, (B) any change in the existence, ownership (to the extent that as a result of such change in ownership such Covered Entity continues to be a subsidiary or Affiliate of Verizon) or formation of, or the bankruptcy or insolvency of, any Covered Entity, (C) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Guaranteed Obligation (or any collateral security therefor, including the property sold, purchased, contributed (or purportedly sold, purchased or contributed) or otherwise pledged or transferred under any of the Transaction Documents or any other Series Related Documents) by any party to this Agreement, the Transaction Documents, the other Series Related Documents or any related documents, (D) the existence of any claim, set-off, counterclaim or other right that the Parent Support Provider or any other Person may have against any Covered Entity or any other Person, (E) any impossibility or impracticability of performance, illegality, force majeure, any act of any Governmental Authority or any other circumstance that might otherwise constitute a legal or equitable discharge or defense available to, or provide a discharge of, the Parent Support Provider, (F) any Law affecting any term of any of the Guaranteed Obligations or any Transaction Document or other Series Related Document, or rights of any Beneficiary with respect thereto or otherwise, (G) the failure by any Beneficiary to take any steps to perfect and maintain perfected its interest in, or the impairment of, any Receivable Collateral or (H) any failure to obtain any authorization or approval from or to notify or file with, any Governmental Authority that is required in connection with the performance of the Guaranteed Obligations or otherwise.

Undertaking. (a) For value received by it and its Affiliates, the Parent Support Provider hereby absolutely, unconditionally and irrevocably assures and undertakes for the benefit of each of the Beneficiaries the due and punctual remittance by any Originator, the Servicer (for as long as the Servicer is Cellco or an Affiliate of Cellco) and the Marketing Agent (for as long as the Marketing Agent is Cellco or an Affiliate of Cellco) (referred to collectively as the “Covered Entities” and each, a “Covered Entity”), as applicable, of (i) the Acquisition Amount by each Originator in respect of the Originator Reacquisition Obligation and the Originator Bankruptcy Reacquisition Obligation, (ii) the deposit of Collections by the Servicer (for as long as the Servicer is Cellco or an Affiliate of Cellco) in respect of the Servicer Deposit Obligation, (iii) the Acquisition Amount by the Servicer in respect of the Servicer Representation Obligation (or by Cellco, to the extent the Servicer is no longer Cellco), the Servicer Bankruptcy Acquisition Obligation (for as long as the Servicer is Cellco or an Affiliate of Cellco) and the Servicer Acquisition Obligation (for as long as the Servicer is Cellco or an Affiliate of Cellco) and (iv) the remittances or payments pursuant to Sections 4.3(g), 4.3(h) or 4.3(i) of the Transfer and Servicing Agreement, as applicable, by the Marketing Agent (for as long as the Marketing Agent is Cellco or an Affiliate of Cellco) or the related Originators in respect of the Marketing Agent Remittance Obligation (the amounts described in clauses (i), (ii), (iii) and (iv), collectively, the “Guaranteed Obligations”) irrespective of: (A) the validity, binding effect, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, this Agreement, the Transaction Documents or any documents related hereto or thereto, (B) any change in the existence, ownership (to the extent that as a result of such change in ownership such Covered Entity continues to be a subsidiary or Affiliate of Verizon) or formation of, or the bankruptcy or insolvency of, any Covered Entity, (C) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Guaranteed Obligation (or any collateral security therefor, including the property sold, purchased, contributed (or purportedly sold, purchased or contributed) or otherwise pledged or transferred under any of the Transaction Documents) by any party to this Agreement, the Transaction Documents or any related documents, (D) the existence of any claim, set-off, counterclaim or other right that the Parent Support Provider or any other Person may have against any Covered Entity or any other Person, (E) any impossibility or impracticability of performance, illegality, force majeure, any act of any Governmental Authority or any other circumstance that might otherwise constitute a legal or equitable discharge or defense available to, or provide a discharge of, the Parent Support Provider, (F) any Law affecting any term of any of the Guaranteed Obligations or any Transaction Document, or rights of any Beneficiary with respect thereto or otherwise, (G) the failure by any Beneficiary to take any steps to perfect and maintain perfected its interest in, or the impairment of, any Receivable or (H) any failure to obtain any authorization or approval from or to notify or file with, any Governmental Authority that is required in connection with the performance of the Guaranteed Obligations or otherwise.

Undertaking. (a) For value received by it and its Affiliates, the Parent Support Provider hereby absolutely, unconditionally and irrevocably assures and undertakes for the benefit of each of the Beneficiaries the due and punctual remittance by any Originator, the Servicer (for as long as the Servicer is Cellco or an Affiliate of Cellco) and the Marketing Agent (for as long as the Marketing Agent is Cellco or an Affiliate of Cellco) (referred to collectively as the “Covered Entities” and each, a “Covered Entity”), as applicable, of (i) the Acquisition Amount by each Originator in respect of the Originator Reacquisition Obligation and the Originator Bankruptcy Reacquisition Obligation, (ii) the deposit of Collections by the Servicer (for as long as the Servicer is Cellco or an Affiliate of Cellco) in respect of the Servicer Deposit Obligation, (iii) the Acquisition Amount by the Servicer in respect of the Servicer Representation Obligation (or by Cellco, to the extent the Servicer is no longer Cellco), the Servicer VZMT Representation Obligation (or by Cellco, to the extent the Servicer is no longer Cellco), the Servicer Bankruptcy Acquisition Obligation (for as long as the Servicer is Cellco or an Affiliate of Cellco), the Servicer VZMT Bankruptcy Acquisition Obligation (for as long as the Servicer is Cellco or an Affiliate of Cellco) and the Servicer Acquisition Obligation (for as long as the Servicer is Cellco or an Affiliate of Cellco) and (iv) the remittances or payments pursuant to Sections 4.3(g), 4.3(h) or 4.3(i) of the Transfer and Servicing Agreement, as applicable, by the Marketing Agent (for as long as the Marketing Agent is Cellco or an Affiliate of Cellco) or the related Originators in respect of the Marketing Agent Remittance Obligation (the amounts described in clauses (i), (ii), (iii) and (iv), collectively, the “Guaranteed Obligations”) irrespective of: (A) the validity, binding effect, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, this Agreement, the Transaction Documents or any documents related hereto or thereto, (B) any change in the existence, ownership (to the extent that as a result of such change in ownership such Covered Entity continues to be a subsidiary or Affiliate of Verizon) or formation of, or the bankruptcy or insolvency of, any Covered Entity, (C) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Guaranteed Obligation (or any collateral security therefor, including the property sold, purchased, contributed (or purportedly sold, purchased or contributed) or otherwise pledged or transferred under any of the Transaction Documents) by any party to this Agreement, the Transaction Documents or any related documents, (D) the existence of any claim, set-off, counterclaim or other right that the Parent Support Provider or any other Person may have against any Covered Entity or any other Person, (E) any impossibility or impracticability of performance, illegality, force majeure, any act of any Governmental Authority or any other circumstance that might otherwise constitute a legal or equitable discharge or defense available to, or provide a discharge of, the Parent Support Provider, (F) any Law affecting any term of any of the Guaranteed Obligations or any Transaction Document, or rights of any Beneficiary with respect thereto or otherwise, (G) the failure by any Beneficiary to take any steps to perfect and maintain perfected its interest in, or the impairment of, any Receivable or (H) any failure to obtain any authorization or approval from or to notify or file with, any Governmental Authority that is required in connection with the performance of the Guaranteed Obligations or otherwise.

Undertaking. (a) For value received by it and its Affiliates, the Parent Support Provider hereby absolutely, unconditionally and irrevocably assures and undertakes for the benefit of each of the Beneficiaries the due and punctual remittance by any Originator, the Servicer (for as long as the Servicer is Cellco or an Affiliate of Cellco) and the Marketing Agent (for as long as the Marketing Agent is Cellco or an Affiliate of Cellco) (referred to collectively as the “"Covered Entities” " and each, a “"Covered Entity”"), as applicable, of (i) the Acquisition Amount by each Originator in respect of the Originator Reacquisition Obligation and the Originator Bankruptcy Reacquisition Obligation, (ii) the deposit of Collections by the Servicer (for as long as the Servicer is Cellco or an Affiliate of Cellco) in respect of the Servicer Deposit Obligation, (iii) the Acquisition Amount by the Servicer in respect of the Servicer Representation Obligation (or by Cellco, to the extent the Servicer is no longer Cellco), the Servicer Bankruptcy Acquisition Obligation (for as long as the Servicer is Cellco or an Affiliate of Cellco) and the Servicer Acquisition Obligation (for as long as the Servicer is Cellco or an Affiliate of Cellco) and (iv) the remittances or payments pursuant to Sections 4.3(g), 4.3(h) or 4.3(i) of the Transfer and Servicing Agreement, as applicable, by the Marketing Agent (for as long as the Marketing Agent is Cellco or an Affiliate of Cellco) or the related Originators in respect of the Marketing Agent Remittance Obligation (the amounts described in clauses (i), (ii), (iii) and (iv), collectively, the “"Guaranteed Obligations”") irrespective of: (A) the validity, binding effect, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, this Agreement, the Transaction Documents or any documents related hereto or thereto, (B) any change in the existence, ownership (to the extent that as a result of such change in ownership such Covered Entity continues to be a subsidiary or Affiliate of Verizon) or formation of, or the bankruptcy or insolvency of, any Covered Entity, (C) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Guaranteed Obligation (or any collateral security therefor, including the property sold, purchased, contributed (or purportedly sold, purchased or contributed) or otherwise pledged or transferred under any of the Transaction Documents) by any party to this Agreement, the Transaction Documents or any related documents, (D) the existence of any claim, set-off, counterclaim or other right that the Parent Support Provider or any other Person may have against any Covered Entity or any other Person, (E) any impossibility or impracticability of performance, illegality, force majeure, any act of any Governmental Authority or any other circumstance that might otherwise constitute a legal or equitable discharge or defense available to, or provide a discharge of, the Parent Support Provider, (F) any Law affecting any term of any of the Guaranteed Obligations or any Transaction Document, or rights of any Beneficiary with respect thereto or otherwise, (G) the failure by any Beneficiary to take any steps to perfect and maintain perfected its interest in, or the impairment of, any Receivable or (H) any failure to obtain any authorization or approval from or to notify or file with, any Governmental Authority that is required in connection with the performance of the Guaranteed Obligations or otherwise.