Common use of Regulation RR Risk Retention Clause in Contracts

Regulation RR Risk Retention. Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 2022-4 Series Related Documents and in the manner described in the Prospectus under the heading “Credit Risk Retention.” Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 2022-4 consisting of the Class R Interest. Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules. Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.

Regulation RR Risk Retention. Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 20222023-4 5 Series Related Documents and in the manner described in the Prospectus under the heading “Credit Risk Retention.” Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 20222023-4 5 consisting of the Class R Interest. Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules. Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.

Regulation RR Risk Retention. Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 20222023-4 1 Series Related Documents and in the manner described in the Prospectus under the heading “Credit Risk Retention.” Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 20222023-4 1 consisting of the Class R Interest. Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules. Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.

Regulation RR Risk Retention. Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 20222023-4 Series Related Documents and in the manner described in the Prospectus under the heading “Credit Risk Retention.” Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 20222023-4 consisting of the Class R Interest. Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules. Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.

Regulation RR Risk Retention. Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 20222024-4 1 Series Related Documents and in the manner described in the Prospectus under the heading “Credit Risk Retention.” Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 20222024-4 1 consisting of the Class R Interest. Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules. Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.

Regulation RR Risk Retention. Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 20222021-4 1 Series Related Documents and in the manner described in the Prospectus under the heading “Credit Risk Retention.” Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 20222021-4 1 consisting of the Class R Interest. Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules. Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.

Regulation RR Risk Retention. Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 20222024-4 3 Series Related Documents and in the manner described in the Prospectus under the heading “Credit Risk Retention.” Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 20222024-4 3 consisting of the Class R Interest. Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules. Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.

Regulation RR Risk Retention. Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 2022-4 7 Series Related Documents and in the manner described in the Prospectus under the heading “Credit Risk Retention.” Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 2022-4 7 consisting of the Class R Interest. Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules. Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.

Regulation RR Risk Retention. Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 20222023-4 7 Series Related Documents and in the manner described in the Prospectus under the heading “Credit Risk Retention.” Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 20222023-4 7 consisting of the Class R Interest. Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules. Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.

Regulation RR Risk Retention. Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 2022-4 2 Series Related Documents and in the manner described in the Prospectus under the heading “Credit Risk Retention.” Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 2022-4 2 consisting of the Class R Interest. Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules. Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.

Regulation RR Risk Retention. Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 20222024-4 Series Related Documents and in the manner described in the Prospectus under the heading “Credit Risk Retention.” Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 20222024-4 consisting of the Class R Interest. Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules. Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.

Regulation RR Risk Retention. Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 20222021-4 2 Series Related Documents and in the manner described in the Prospectus under the heading “Credit Risk Retention.” Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 20222021-4 2 consisting of the Class R Interest. Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules. Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.

Regulation RR Risk Retention. Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 2022-4 1 Series Related Documents and in the manner described in the Prospectus under the heading “Credit Risk Retention.” Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 2022-4 1 consisting of the Class R Interest. Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules. Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.

Regulation RR Risk Retention. Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 2022-4 3 Series Related Documents and in the manner described in the Prospectus under the heading “Credit Risk Retention.” Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 2022-4 3 consisting of the Class R Interest. Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules. Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.

Regulation RR Risk Retention. Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 20222023-4 2 Series Related Documents and in the manner described in the Prospectus under the heading “Credit Risk Retention.” Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 20222023-4 2 consisting of the Class R Interest. Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules. Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.

Regulation RR Risk Retention. Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 2022-4 6 Series Related Documents and in the manner described in the Prospectus under the heading “Credit Risk Retention.” Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 2022-4 6 consisting of the Class R Interest. Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules. Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.

Regulation RR Risk Retention. Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 20222024-4 5 Series Related Documents and in the manner described in the Prospectus Offering Memorandum under the heading “Credit Risk Retention.” Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 20222024-4 5 consisting of the Class R Interest. Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules. Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.

Regulation RR Risk Retention. Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 20222023-4 3 Series Related Documents and in the manner described in the Prospectus Offering Memorandum under the heading “Credit Risk Retention.” Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 20222023-4 3 consisting of the Class R Interest. Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules. Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.

Regulation RR Risk Retention. Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 20222024-4 6 Series Related Documents and in the manner described in the Prospectus under the heading “Credit Risk Retention.” Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 20222024-4 6 consisting of the Class R Interest. Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules. Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.

Regulation RR Risk Retention. Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 2022-4 5 Series Related Documents and in the manner described in the Prospectus under the heading “Credit Risk Retention.” Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 2022-4 5 consisting of the Class R Interest. Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules. Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.

Regulation RR Risk Retention. Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 20222024-4 2 Series Related Documents and in the manner described in the Prospectus Offering Memorandum under the heading “Credit Risk Retention.” Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 20222024-4 2 consisting of the Class R Interest. Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules. Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.

Regulation RR Risk Retention. Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 20222023-4 6 Series Related Documents and in the manner described in the Prospectus Offering Memorandum under the heading “Credit Risk Retention.” Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 20222023-4 6 consisting of the Class R Interest. Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules. Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.

Regulation RR Risk Retention. Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 20222024-4 7 Series Related Documents and in the manner described in the Prospectus Offering Memorandum under the heading “Credit Risk Retention.” Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 20222024-4 7 consisting of the Class R Interest. Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules. Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.

Regulation RR Risk Retention. Cellco, as Sponsor, has complied, and on the Closing Date will comply, either directly or, to the extent permitted by the U.S. Credit Risk Retention Rules through a “wholly-owned affiliate” (as defined in the U.S. Credit Risk Retention Rules), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in the U.S. Credit Risk Retention Rules) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by this Indenture and the other Series 20222024-4 8 Series Related Documents and in the manner described in the Prospectus under the heading “Credit Risk Retention.” Cellco, as Sponsor, will cause the True-up Trust, as nominee of the Originators to, and the True-up Trust will, retain the required economic interest in the credit risk of the Group 1 Receivables in satisfaction of the Sponsor’s obligations under the U.S. Credit Risk Retention Rules in the form of the Transferor’s Interest, as wholly offset by an “eligible horizontal residual interest” in Series 20222024-4 8 consisting of the Class R Interest. Cellco determined the fair value of the Class R Interest, and will determine the fair value of such Class R Interest, on the Closing Date as required by Rule 5(i)(2) of the U.S. Credit Risk Retention Rules. Cellco determined the fair value of the Class R Interest based on its own valuation methodology, inputs and assumptions and is solely responsible for the valuation methodology, inputs and assumptions.