Common use of Amendments Without Consent of Noteholders Clause in Contracts

Amendments Without Consent of Noteholders. 68 Section 9.2 Amendments with Consent of Controlling Class. 69 Section 9.3 Execution of Amendments. 70 Section 9.4 Effect of Amendment 70 Section 9.5 Reference in Notes to Supplemental Indentures 70 Section 9.6 [Consent of Cap Counterparty 71 Section 9.7 Conformity with TIA 71 ARTICLE X REDEMPTION OF NOTES 71 Section 10.1 Redemption. 71 ARTICLE XI OTHER AGREEMENTS 72 Section 11.1 No Petition 72 Section 11.2 [Reserved]. 72 Section 11.3 Trust Orders; Certificates and Opinions. 73 Section 11.4 Acts of Noteholders 74 Section 11.5 Trust Obligation 74 Section 11.6 Conflict with Trust Indenture Act 75 Section 11.7 Regulation RR Risk Retention 75 ARTICLE XII MISCELLANEOUS 75 Section 12.1 Benefits of Indenture; Third-Party Beneficiaries 75 Section 12.2 Notices. 75 Section 12.3 GOVERNING LAW 76 Section 12.4 Submission to Jurisdiction 76 Section 12.5 WAIVER OF JURY TRIAL 77 Section 12.6 No Waiver; Remedies 77 Section 12.7 Severability 77 Section 12.8 Headings 77 Section 12.9 Counterparts 77 Section 12.10 Customer Identification Program 77 Section 12.11 [Limitation of Rights of the Cap Counterparty 77 Section 12.12 Intent of the Parties; Reasonableness 77 Section 12.13 Electronic Signatures 78 Section 12.14 [Class R Interest 78 Section 12.15 [No Set-off 79 ARTICLE XIII [THE CAP AGREEMENT] 79 Section 13.1 [Duties With Respect to the Cap Agreement 79 Section 13.2 Enforcement of Cap Agreement; Replacement Cap Agreement. 80 Exhibit B Servicing Criteria to be Addressed in Assessment of Compliance B-1 INDENTURE, dated as of [___], 20[_] (this “Indenture”), between VERIZON MASTER TRUST, a Delaware statutory trust, as issuer (the “Trust”), and [_____], a [national banking association], as indenture trustee for the benefit of the Series [_]-[_] Secured Parties (in such capacity, the “Indenture Trustee”) and as note paying agent (in such capacity, the “Note Paying Agent”). The Trust, U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as master collateral agent (the “Master Collateral Agent”), Cellco Partnership d/b/a Verizon Wireless, as servicer (the “Servicer”), and the Creditor Representatives from time to time party thereto entered into the Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021, as amended, pursuant to which the Trust granted a security interest in the Receivables and its other assets to the Master Collateral Agent to secure the obligations of the Trust under this Indenture and other Trust Financings. Pursuant to the terms of the Master Collateral Agreement, this Indenture constitutes a Trust Financing Agreement and the Notes issued under this Indenture constitute Credit Extensions and a Trust Financing that is an Indenture Series. The Indenture Trustee is hereby appointed as Creditor Representative for Series [_]-[_], and the Indenture Trustee hereby accepts such appointment. On or prior to the date hereof, the Indenture Trustee has executed a Creditor Representative Xxxxxxx Agreement as required by Section 3.1 of the Master Collateral Agreement. The parties agree as follows:

Amendments Without Consent of Noteholders. 68 46 Section 9.2 9.2. Amendments with Consent of Controlling ClassClass 47 Section 9.3. 69 Section 9.3 Execution of AmendmentsAmendments 48 Section 9.4. 70 Section 9.4 Effect of Amendment 70 48 Section 9.5 9.5. Conformity with TIA. 49 Section 9.6. Reference in Notes to Supplemental Indentures 70 Section 9.6 [Consent of Cap Counterparty 71 Section 9.7 Conformity with TIA 71 49 ARTICLE X REDEMPTION OF NOTES 71 49 Section 10.1 Redemption10.1. 71 Redemption 49 ARTICLE XI OTHER AGREEMENTS 72 50 Section 11.1 11.1. No Petition 72 50 Section 11.2 [Reserved]11.2. 72 Limited Recourse; Subordination of Claims Against Titling Companies 50 Section 11.3 Trust 11.3. Limited Recourse; Subordination of Claims against Depositor 51 Section 11.4. Issuer Orders; Certificates and OpinionsOpinions 51 Section 11.5. 73 Section 11.4 Acts of Noteholders 74 53 Section 11.5 Trust Obligation 74 Section 11.6 11.6. Conflict with Trust Indenture Act 75 53 Section 11.7 Regulation RR Risk Retention 75 11.7. Issuer Obligation 54 ARTICLE XII MISCELLANEOUS 75 54 Section 12.1 12.1. Benefits of Indenture; Third-Party Beneficiaries 75 54 Section 12.2 Notices12.2. 75 Notices 54 Section 12.3 12.3. GOVERNING LAW 76 55 Section 12.4 12.4. Submission to Jurisdiction 76 55 Section 12.5 12.5. WAIVER OF JURY TRIAL 77 55 Section 12.6 12.6. No Waiver; Remedies 77 55 Section 12.7 12.7. Severability 77 55 Section 12.8 12.8. Headings 77 55 Section 12.9 12.9. Counterparts 77 Section 12.10 Customer Identification Program 77 Section 12.11 [Limitation 55 Schedule A Notice Addresses SA-1 Exhibit A Form of Rights of the Cap Counterparty 77 Section 12.12 Intent of the Parties; Reasonableness 77 Section 12.13 Electronic Signatures 78 Section 12.14 [Class R Interest 78 Section 12.15 [No Set-off 79 ARTICLE XIII [THE CAP AGREEMENT] 79 Section 13.1 [Duties With Respect to the Cap Agreement 79 Section 13.2 Enforcement of Cap Agreement; Replacement Cap Agreement. 80 Exhibit B Servicing Criteria to be Addressed in Assessment of Compliance B-1 Notes EA-1 INDENTURE, dated as of [___]October 1, 20[_] 2017 (this “Indenture”), between VERIZON MASTER TRUSTFORD CREDIT AUTO LEASE TRUST 2017-B, a Delaware statutory trust, as issuer (the “Trust”)Issuer, and [_____]U.S. BANK NATIONAL ASSOCIATION, a [national banking association], as indenture trustee Indenture Trustee for the benefit of the Series [_]-[_] Secured Parties (in such capacityParties. In connection with a securitization transaction sponsored by Ford Credit, the “Indenture Trustee”) Issuer will issue Notes secured by the 2017-B Exchange Note issued by the Titling Companies and as note paying agent (in such capacitypurchased by the Issuer from the Depositor, the “Note Paying Agent”)who purchased it from Ford Credit. The Trust, U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as master collateral agent (2017-B Exchange Note is secured by a reference pool of Leases and Leased Vehicles purchased by the “Master Collateral Agent”), Cellco Partnership d/b/a Verizon Wireless, as servicer (the “Servicer”), and the Creditor Representatives Titling Companies from time to time party thereto entered into the Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021, as amended, pursuant to which the Trust granted a security interest in the Receivables and its other assets to the Master Collateral Agent to secure the obligations of the Trust under this Indenture and other Trust Financings. Pursuant to the terms of the Master Collateral Agreement, this Indenture constitutes a Trust Financing Agreement and the Notes issued under this Indenture constitute Credit Extensions and a Trust Financing that is an Indenture Series. The Indenture Trustee is hereby appointed as Creditor Representative for Series [_]-[_], and the Indenture Trustee hereby accepts such appointment. On or prior to the date hereof, the Indenture Trustee has executed a Creditor Representative Xxxxxxx Agreement as required by Section 3.1 of the Master Collateral Agreementmotor vehicle dealers. The parties agree as follows:

Amendments Without Consent of Noteholders. 68 46 Section 9.2 9.2. Amendments with Consent of Controlling ClassClass 47 Section 9.3. 69 Section 9.3 Execution of AmendmentsAmendments 48 Section 9.4. 70 Section 9.4 Effect of Amendment 70 48 Section 9.5 9.5. Conformity with TIA 48 Section 9.6. Reference in Notes to Supplemental Indentures 70 Section 9.6 [Consent of Cap Counterparty 71 Section 9.7 Conformity with TIA 71 48 ARTICLE X REDEMPTION OF NOTES 71 49 Section 10.1 Redemption10.1. 71 Redemption 49 ARTICLE XI OTHER AGREEMENTS 72 50 Section 11.1 11.1. No Petition 72 50 Section 11.2 [Reserved]11.2. 72 Subordination of Claims Against Depositor 50 Section 11.3 Trust 11.3. Issuer Orders; Certificates and OpinionsOpinions 50 Section 11.4. 73 Section 11.4 Acts of Noteholders 74 52 Section 11.5 Trust Obligation 74 Section 11.6 11.5. Conflict with Trust Indenture Act 75 52 Section 11.7 Regulation RR Risk Retention 75 11.6. Issuer Obligation 53 ARTICLE XII MISCELLANEOUS 75 53 Section 12.1 12.1. Benefits of Indenture; Third-Party Beneficiaries 75 53 Section 12.2 Notices12.2. 75 Notices 53 Section 12.3 12.3. GOVERNING LAW 76 54 Section 12.4 12.4. Submission to Jurisdiction 76 54 Section 12.5 12.5. WAIVER OF JURY TRIAL 77 54 Section 12.6 12.6. No Waiver; Remedies 77 54 Section 12.7 12.7. Severability 77 54 Section 12.8 12.8. Headings 77 54 Section 12.9 12.9. Counterparts 77 Section 12.10 Customer Identification Program 77 Section 12.11 [Limitation of Rights of the Cap Counterparty 77 Section 12.12 Intent of the Parties; Reasonableness 77 Section 12.13 Electronic Signatures 78 Section 12.14 [Class R Interest 78 Section 12.15 [No Set-off 79 ARTICLE XIII [THE CAP AGREEMENT] 79 Section 13.1 [Duties With Respect to the Cap Agreement 79 Section 13.2 Enforcement of Cap Agreement; Replacement Cap Agreement. 80 Exhibit B Servicing Criteria to be Addressed in Assessment of Compliance B-1 54 INDENTURE, dated as of [___], 20[_] 20 (this “Indenture”), between VERIZON MASTER TRUSTFORD CREDIT AUTO OWNER TRUST 20 - , a Delaware statutory trust, as issuer (the “Trust”)Issuer, and [_____], a [national banking association], as indenture trustee Indenture Trustee for the benefit of the Series [_]-[_] Secured Parties (in such capacityParties. In connection with a securitization transaction sponsored by Ford Credit, the “Indenture Trustee”) and as note paying agent (in such capacityIssuer will issue Notes secured by a pool of Receivables consisting of retail installment sale contracts purchased by the Issuer from the Depositor, the “Note Paying Agent”). The Trust, U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as master collateral agent (the “Master Collateral Agent”), Cellco Partnership d/b/a Verizon Wireless, as servicer (the “Servicer”), and the Creditor Representatives who purchased them from time to time party thereto entered into the Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021, as amended, pursuant to which the Trust granted a security interest in the Receivables and its other assets to the Master Collateral Agent to secure the obligations of the Trust under this Indenture and other Trust Financings. Pursuant to the terms of the Master Collateral Agreement, this Indenture constitutes a Trust Financing Agreement and the Notes issued under this Indenture constitute Credit Extensions and a Trust Financing that is an Indenture Series. The Indenture Trustee is hereby appointed as Creditor Representative for Series [_]-[_], and the Indenture Trustee hereby accepts such appointment. On or prior to the date hereof, the Indenture Trustee has executed a Creditor Representative Xxxxxxx Agreement as required by Section 3.1 of the Master Collateral AgreementFord Credit. The parties agree as follows: