Common use of Representations and Warranties About Each Receivable Clause in Contracts

Representations and Warranties About Each Receivable. With respect to the Receivables transferred by the Master Trust to the Depositor under this Agreement, the Servicer represents and warrants that each Receivable transferred and absolutely assigned by the Master Trust to the Depositor under this Agreement is an Eligible Receivable (the “Eligibility Representation”). Such representation and warranty is made as of the Closing Date (for the Initial Receivables) and each Acquisition Date (for the related Additional Receivables) or other dates stated and will survive the transfer and absolute assignment of the Receivables transferred by the Master Trust to the Depositor under this Agreement and by the Depositor to the Issuer under the Transfer and Servicing Agreement and the pledge of such Receivables by the Issuer to the Indenture Trustee under the Indenture. Any inaccuracy in the Eligibility Representation will be deemed not to constitute a breach of the Eligibility Representation if such inaccuracy does not affect the ability of the Issuer 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. A Receivable will be an Eligible Receivable if: (a) as of the related Cutoff Date, the Obligor on the account for such Receivable had a billing address in the United States or in a territory of the United States; (b) as of the related Cutoff Date, the remaining term of the Receivable is less than or equal to 24 months; (c) the Receivable did not contain a contractual right to an upgrade of the Device related to such device payment plan agreement, at the time such Receivable was originated; (d) the origination date of the Receivable was at least fifteen (15) days prior to the related Cutoff Date; (e) as of the related Cutoff Date, as indicated on the records of the Servicer or one of its Affiliates, the Obligor on the account for such Receivable maintains service with Verizon Wireless; (f) under the Receivable, there is no prepayment penalty; (g) as of the related Cutoff Date, as indicated on the records of the Servicer or one of its Affiliates, the Receivable is not associated with the account of a business customer or government customer; (h) as of the related Cutoff Date, the Obligor on the account for such Receivable is not indicated to be subject to a current bankruptcy proceeding on the records of the Servicer or one of its Affiliates, acting as its agent; (i) as of the related Cutoff Date, the Receivable is not a Receivable that is part of an account (A) on which any amount is 31 days or more Delinquent by the Obligor or (B) that is in “suspend” or “disconnect” status (including as a result of the application of the Servicemembers Civil Relief Act, as amended) in accordance with the Servicing Procedures; (j) the Receivable is denominated and payable only in U.S. dollars; (k) the Obligor under such Receivable is required to make payments no less frequently than monthly under the related device payment plan agreement; (l) as of the related Cutoff Date, the outstanding balance of the Receivable does not exceed $2,500; (m) as of the related Cutoff Date, either (i) at least one (1) monthly 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; (n) the Receivable was originated in, and is subject to the Laws of, a jurisdiction which permits the transfer and assignment of the Receivable, and the terms of the Receivable do not contain a requirement that the related Obligor consent to the transfer or assignment of the rights to payment of the related Originator under such Receivable; (o) at the time of origination, the Receivable complied in all material respects with any requirements of Law applicable thereto; (p) the Receivable constitutes the legal and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms (except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or similar Laws relating to and limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or in law)); and (q) as of the related Cutoff Date, neither the Servicer’s receivables systems nor the Receivable File indicates that the Receivable was satisfied or rescinded.

Representations and Warranties About Each Receivable. With respect to the Receivables transferred by the Master Trust VZMT to the Depositor under this Agreement, the Servicer represents and warrants that each Receivable transferred and absolutely assigned by the Master Trust VZMT to the Depositor under this Agreement is an Eligible Receivable (the “Eligibility Representation”). Such representation and warranty is made as of the Closing Date (for the Initial Receivables) and each Acquisition Date (for the related Additional Receivables) or other dates stated and will survive the transfer and absolute assignment of the Receivables transferred by the Master Trust VZMT to the Depositor under this Agreement and by the Depositor to the Issuer under the Transfer and Servicing Agreement and the pledge of such Receivables by the Issuer to the Indenture Trustee under the Indenture. Any inaccuracy in the Eligibility Representation will be deemed not to constitute a breach of the Eligibility Representation if such inaccuracy does not affect the ability of the Issuer 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. A Receivable will be an Eligible Receivable if: (a) as of the related Cutoff Date, the Obligor on the account for such Receivable had a billing address in the United States or in a territory of the United States; (b) as of the related Cutoff Date, the remaining term of the Receivable is less than or equal to 24 months; (c) the Receivable did not contain a contractual right to an upgrade of the Device related to such device payment plan agreement, at the time such Receivable was originated; (d) the origination date of the Receivable was at least fifteen (15) days prior to the related Cutoff Date; (e) as of the related Cutoff Date, as indicated on the records of the Servicer or one of its Affiliates, the Obligor on the account for such Receivable maintains service with Verizon Wireless; (f) under the Receivable, there is no prepayment penalty; (g) as of the related Cutoff Date, as indicated on the records of the Servicer or one of its Affiliates, the Receivable is not associated with the account of a business customer or government customer; (h) as of the related Cutoff Date, the Obligor on the account for such Receivable is not indicated to be subject to a current bankruptcy proceeding on the records of the Servicer or one of its Affiliates, acting as its agent; (i) as of the related Cutoff Date, the Receivable is not a Receivable that is part of an account (A) on which any amount is 31 thirty-one (31) days or more Delinquent by the Obligor or (B) that is in “suspend” or “disconnect” status (including as a result of the application of the Servicemembers Civil Relief Act, as amended) in accordance with the Servicing Procedures; (j) the Receivable is denominated and payable only in U.S. dollars; (k) the Obligor under such Receivable is required to make payments no less frequently than monthly under the related device payment plan agreement; (l) as of the related Cutoff Date, the outstanding balance of the Receivable does not exceed $2,500; (m) as of the related Cutoff Date, either (i) at least one (1) monthly 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; (n) the Receivable was originated in, and is subject to the Laws of, a jurisdiction which permits the transfer and assignment of the Receivable, and the terms of the Receivable do not contain a requirement that the related Obligor consent to the transfer or assignment of the rights to payment of the related Originator under such Receivable; (o) at the time of origination, the Receivable complied in all material respects with any requirements of Law applicable thereto; (p) the Receivable constitutes the legal and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms (except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or similar Laws relating to and limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or in law)); and (q) as of the related Cutoff Date, neither the Servicer’s receivables systems nor the Receivable File indicates that the Receivable was satisfied or rescinded.

Representations and Warranties About Each Receivable. With respect to the Receivables transferred by the Master Trust to the Depositor under this Agreement, the Servicer represents and warrants that each Receivable transferred and absolutely assigned by the Master Trust to the Depositor under this Agreement is an Eligible Receivable (the “Eligibility Representation”). Such representation and warranty is made as of the Closing Date (for the Initial Receivables) and each Acquisition Date (for the related Additional Receivables) or other dates stated and will survive the transfer and absolute assignment of the Receivables transferred by the Master Trust to the Depositor under this Agreement and by the Depositor to the Issuer under the Transfer and Servicing Agreement and the pledge of such Receivables by the Issuer to the Indenture Trustee under the Indenture. Any inaccuracy in the Eligibility Representation will be deemed not to constitute a breach of the Eligibility Representation if such inaccuracy does not affect the ability of the Issuer 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. A Receivable will be an Eligible Receivable if: (a) as of the related Cutoff Date, the Obligor on the account for such Receivable had a billing address in the United States or in a territory of the United States; (b) as of the related Cutoff Date, the remaining term of the Receivable is less than or equal to 24 months; (c) the Receivable did not contain a contractual right to an upgrade of the Device related to such device payment plan agreement, at the time such Receivable was originated; (d) the origination date of the Receivable was at least fifteen (15) days prior to the related Cutoff Date; (e) as of the related Cutoff Date, as indicated on the records of the Servicer or one of its Affiliates, the Obligor on the account for such Receivable maintains service with Verizon Wireless; (f) under the Receivable, there is no prepayment penalty; (g) as of the related Cutoff Date, as indicated on the records of the Servicer or one of its Affiliates, the Receivable is not associated with the account of a business customer or government customer; (h) as of the related Cutoff Date, the Obligor on the account for such Receivable is not indicated to be subject to a current bankruptcy proceeding on the records of the Servicer or one of its Affiliates, acting as its agent; (i) as of the related Cutoff Date, the Receivable is not a Receivable that is part of an account (A) on which any amount is 31 thirty-one (31) days or more Delinquent by the Obligor or (B) that is in “suspend” or “disconnect” status (including as a result of the application of the Servicemembers Civil Relief Act, as amended) in accordance with the Servicing Procedures; (j) the Receivable is denominated and payable only in U.S. dollars; (k) the Obligor under such Receivable is required to make payments no less frequently than monthly under the related device payment plan agreement; (l) as of the related Cutoff Date, the outstanding balance of the Receivable does not exceed $2,500; (m) as of the related Cutoff Date, either (i) at least one (1) monthly 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; (n) the Receivable was originated in, and is subject to the Laws of, a jurisdiction which permits the transfer and assignment of the Receivable, and the terms of the Receivable do not contain a requirement that the related Obligor consent to the transfer or assignment of the rights to payment of the related Originator under such Receivable; (o) at the time of origination, the Receivable complied in all material respects with any requirements of Law applicable thereto; (p) the Receivable constitutes the legal and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms (except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or similar Laws relating to and limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or in law)); and (q) as of the related Cutoff Date, neither the Servicer’s receivables systems nor the Receivable File indicates that the Receivable was satisfied or rescinded.

Representations and Warranties About Each Receivable. With respect to the Receivables transferred by the Master Trust to the Depositor under this Agreement, the Servicer represents and warrants that each Receivable transferred and absolutely assigned by the Master Trust to the Depositor under this Agreement is an Eligible Receivable (the “Eligibility Representation”). Such representation and warranty is made as of the Closing Date (for the Initial Receivables) and each Acquisition Date (for the related Additional Receivables) or other dates stated and will survive the transfer and absolute assignment of the Receivables transferred by the Master Trust to the Depositor under this Agreement and by the Depositor to the Issuer under the Transfer and Servicing Agreement and the pledge of such Receivables by the Issuer to the Indenture Trustee under the Indenture. Any inaccuracy in the Eligibility Representation will be deemed not to constitute a breach of the Eligibility Representation if such inaccuracy does not affect the ability of the Issuer 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. A Receivable will be an Eligible Receivable if: (a) as of the related Cutoff Date, the Obligor on the account for such Receivable had a billing address in the United States or in a territory of the United States; (b) as of the related Cutoff Date, the remaining term of the Receivable is less than or equal to 24 months; (c) the Receivable did not contain a contractual right to an upgrade of the Device related to such device payment plan agreement, at the time such Receivable was originated; (d) the origination date of the Receivable was at least fifteen (15) days prior to the related Cutoff Date; (e) as of the related Cutoff Date, as indicated on the records of the Servicer or one of its Affiliates, the Obligor on the account for such Receivable maintains service with Verizon Wireless; (f) under the Receivable, there is no prepayment penalty; (g) as of the related Cutoff Date, as indicated on the records of the Servicer or one of its Affiliates, the Receivable is not associated with the account of a business customer or government customer; (h) as of the related Cutoff Date, the Obligor on the account for such Receivable is not indicated to be subject to a current bankruptcy proceeding on the records of the Servicer or one of its Affiliates, acting as its agent; (i) as of the related Cutoff Date, the Receivable is not a Receivable that is part of an account (A) on which any amount is 31 days or more Delinquent by the Obligor or (B) that is in “suspend” or “disconnect” status (including as a result of the application of the Servicemembers Civil Relief Act, as amended) in accordance with the Servicing Procedures; (j) the Receivable is denominated and payable only in U.S. dollars; (k) the Obligor under such Receivable is required to make payments no less frequently than monthly under the related device payment plan agreement; (l) as of the related Cutoff Date, the outstanding balance of the Receivable does not exceed $2,5002,000; (m) as of the related Cutoff Date, either (i) at least one (1) monthly 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; (n) the Receivable was originated in, and is subject to the Laws of, a jurisdiction which permits the transfer and assignment of the Receivable, and the terms of the Receivable do not contain a requirement that the related Obligor consent to the transfer or assignment of the rights to payment of the related Originator under such Receivable; (o) at the time of origination, the Receivable complied in all material respects with any requirements of Law applicable thereto; (p) the Receivable constitutes the legal and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms (except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or similar Laws relating to and limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or in law)); and (q) as of the related Cutoff Date, neither the Servicer’s receivables systems nor the Receivable File indicates that the Receivable was satisfied or rescinded.

Representations and Warranties About Each Receivable. With respect to the Receivables transferred by the Master Trust to the Depositor under this Agreement, the Servicer represents and warrants that each Receivable transferred and absolutely assigned by the Master Trust to the Depositor under this Agreement is an Eligible Receivable (the “Eligibility Representation”). Such representation and warranty is made as of the Closing Date (for the Initial Receivables) and each Acquisition Date (for the related Additional Receivables) or other dates stated and will survive the transfer and absolute assignment of the Receivables transferred by the Master Trust to the Depositor under this Agreement and by the Depositor to the Issuer under the Transfer and Servicing Agreement and the pledge of such Receivables by the Issuer to the Indenture Trustee under the Indenture. Any inaccuracy in the Eligibility Representation will be deemed not to constitute a breach of the Eligibility Representation if such inaccuracy does not affect the ability of the Issuer 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. A Receivable will be an Eligible Receivable if: (a) as of the related Cutoff Date, the Obligor on the account for such Receivable had a billing address in the United States or in a territory of the United States; (b) as of the related Cutoff Date, the remaining term of the Receivable is less than or equal to 24 months; (c) the Receivable did not contain a contractual right to an upgrade of the Device related to such device payment plan agreement, at the time such Receivable was originated; (d) the origination date of the Receivable was at least fifteen (15) days prior to the related Cutoff Date; (e) as of the related Cutoff Date, as indicated on the records of the Servicer or one of its Affiliates, the Obligor on the account for such Receivable maintains service with Verizon Wireless; (f) under the Receivable, there is no prepayment penalty; (g) as of the related Cutoff Date, as indicated on the records of the Servicer or one of its Affiliates, the Receivable is not associated with the account of a business customer or government customer; (h) as of the related Cutoff Date, the Obligor on the account for such Receivable is not indicated to be subject to a current bankruptcy proceeding on the records of the Servicer or one of its Affiliates, acting as its agent; (i) as of the related Cutoff Date, the Receivable is not a Receivable that is part of an account (A) on which any amount is 31 thirty-one (31) days or more Delinquent by the Obligor or (B) that is in “suspend” or “disconnect” status (including as a result of the application of the Servicemembers Civil Relief Act, as amended) in accordance with the Servicing Procedures; (j) the Receivable is denominated and payable only in U.S. dollars; (k) the Obligor under such Receivable is required to make payments no less frequently than monthly under the related device payment plan agreement; (l) as of the related Cutoff Date, the outstanding balance of the Receivable does not exceed $2,5003,000; (m) as of the related Cutoff Date, either (i) at least one (1) monthly 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; (n) the Receivable was originated in, and is subject to the Laws of, a jurisdiction which permits the transfer and assignment of the Receivable, and the terms of the Receivable do not contain a requirement that the related Obligor consent to the transfer or assignment of the rights to payment of the related Originator under such Receivable; (o) at the time of origination, the Receivable complied in all material respects with any requirements of Law applicable thereto; (p) the Receivable constitutes the legal and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms (except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or similar Laws relating to and limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or in law)); and (q) as of the related Cutoff Date, neither the Servicer’s receivables systems nor the Receivable File indicates that the Receivable was satisfied or rescinded.

Representations and Warranties About Each Receivable. With respect to the Receivables transferred by the Master Trust to the Depositor under this Agreement, the Servicer represents and warrants that each Receivable transferred and absolutely assigned by the Master Trust to the Depositor under this Agreement is an Eligible Receivable (the “"Eligibility Representation”"). Such representation and warranty is made as of the Closing Date (for the Initial Receivables) and each Acquisition Date (for the related Additional Receivables) or other dates stated and will survive the transfer and absolute assignment of the Receivables transferred by the Master Trust to the Depositor under this Agreement and by the Depositor to the Issuer under the Transfer and Servicing Agreement and the pledge of such Receivables by the Issuer to the Indenture Trustee under the Indenture. Any inaccuracy in the Eligibility Representation will be deemed not to constitute a breach of the Eligibility Representation if such inaccuracy does not affect the ability of the Issuer 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. A Receivable will be an Eligible Receivable if: (a) [as of the related Cutoff Date, the Obligor on the account for such Receivable had a billing address in the United States or in a territory of the United States;] (b) [as of the related Cutoff Date, the remaining term of the Receivable is less than or equal to 24 [__] months;] (c) [the Receivable did not contain a contractual right to an upgrade of the Device related to such device payment plan agreement, at the time such Receivable was originated;] (d) [the origination date of the Receivable was at least fifteen (15) [__] days prior to the related Cutoff Date;] (e) [as of the related Cutoff Date, as indicated on the records of the Servicer or one of its Affiliates, the Obligor on the account for such Receivable maintains service with Verizon Wireless;] (f) [under the Receivable, there is no prepayment penalty;] (g) [as of the related Cutoff Date, as indicated on the records of the Servicer or one of its Affiliates, the Receivable is not associated with the account of a business customer or government customer;] (h) [as of the related Cutoff Date, the Obligor on the account for such Receivable is not indicated to be subject to a current bankruptcy proceeding on the records of the Servicer or one of its Affiliates, acting as its agent;] (i) [as of the related Cutoff Date, the Receivable is not a Receivable that is part of an account (A) on which any amount is 31 [__] days or more Delinquent by the Obligor or (B) that is in “"suspend” " or “"disconnect” " status (including as a result of the application of the Servicemembers Civil Relief Act, as amended) in accordance with the Servicing Procedures;] (j) [the Receivable is denominated and payable only in U.S. dollars;] (k) [the Obligor under such Receivable is required to make payments no less frequently than monthly under the related device payment plan agreement;] (l) as of the related Cutoff Date, the outstanding balance of the Receivable does not exceed $2,500; (m) [as of the related Cutoff Date, either (i) at least one (1) monthly 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;] (nm) [the Receivable was originated in, and is subject to the Laws of, a jurisdiction which permits the transfer and assignment of the Receivable, and the terms of the Receivable do not contain a requirement that the related Obligor consent to the transfer or assignment of the rights to payment of the related Originator under such Receivable;] (on) [at the time of origination, the Receivable complied in all material respects with any requirements of Law applicable thereto;] (po) [the Receivable constitutes the legal and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms (except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or similar Laws relating to and limiting creditors’ ' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or in law)); ;] and (qp) [as of the related Cutoff Date, neither the Servicer’s 's receivables systems nor the Receivable File indicates that the Receivable was satisfied or rescinded].