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. (b) Without limiting the generality of the foregoing, the Parent Support Provider agrees that if any Covered Entity shall fail in any manner whatsoever to remit any amounts in connection with any of its respective Guaranteed Obligations when the same shall be required to be remitted under any applicable Transaction Document to which it is a party, including after the expiration of all applicable grace periods, then the Parent Support Provider will itself duly and punctually remit or cause to be remitted to the Collection Account any such Guaranteed Obligations after receipt by the Parent Support Provider of written notice from the Indenture Trustee that the applicable Covered Entity has failed to remit any required amounts under the applicable Transaction Documents. It shall not be a condition to the accrual of the obligation of the Parent Support Provider hereunder to perform any Guaranteed Obligations that a Beneficiary or any other Person shall have first made any request of or demand upon or given any notice to the Parent Support Provider, any Covered Entity, or any other Person or have initiated any action or proceeding against the Parent Support Provider, any Covered Entity or any other Person in respect thereof, except for any such request, demand or notice required to be given hereunder or under any other Transaction Documents. The Parent Support Provider hereby expressly waives diligence, presentment, demand, protest or notice (except as required hereunder or under any other Transaction Documents) of any kind whatsoever, as well as any requirement that the Beneficiaries (or any one of them) exhaust any right to take any action against any Covered Entity or any other Person (including the filing of any claims in the event of a receivership or bankruptcy of any of the foregoing), or with respect to any collateral or collateral security at any time securing any of the Guaranteed Obligations, and hereby consents to any and all extensions of time of the due performance of any or all of the Guaranteed Obligations. The Parent Support Provider agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations shall have been indefeasibly paid in full. The Parent Support Provider also hereby expressly waives all other defenses it may have as a guarantor or a surety generally or otherwise based upon suretyship, impairment of collateral or otherwise in connection with the Guaranteed Obligations whether in equity or at law. The Parent Support Provider agrees that its obligations hereunder shall be irrevocable and unconditional. (c) Notwithstanding anything set forth in this Agreement, the Parent Support Provider shall under no circumstances be obligated to undertake or perform any obligations of any Covered Entity other than those payment obligations expressly set forth in this Agreement and shall not be deemed by virtue of any of its agreements hereunder to have guaranteed the repayment of the Receivables or the timely payment of interest on, the ultimate repayment of the principal of, or any other amounts due with respect to, the Notes under the Indenture. For the sake of clarity, and without limiting the foregoing, it is expressly acknowledged and agreed that the Guaranteed Obligations do not include the payment or guaranty of any amounts to the extent such amounts constitute recourse with respect to a Receivable by reason of nonpayment by an Obligor.

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. (b) Without limiting the generality of the foregoing, the Parent Support Provider agrees that if any Covered Entity shall fail in any manner whatsoever to remit any amounts in connection with any of its respective Guaranteed Obligations when the same shall be required to be remitted under any applicable Transaction Document to which it is a party, including after the expiration of all applicable grace periods, then the Parent Support Provider will itself duly and punctually remit or cause to be remitted to the Collection Account any such Guaranteed Obligations after receipt by the Parent Support Provider of written notice from the Indenture Trustee Master Collateral Agent or any other Secured Party that the applicable Covered Entity has failed to remit any required amounts under the applicable Transaction Documents. It shall not be a condition to the accrual of the obligation of the Parent Support Provider hereunder to perform any Guaranteed Obligations that a Beneficiary or any other Person shall have first made any request of or demand upon or given any notice to the Parent Support Provider, any Covered Entity, or any other Person or have initiated any action or proceeding against the Parent Support Provider, any Covered Entity or any other Person in respect thereof, except for any such request, demand or notice required to be given hereunder or under any other Transaction Documents or other Series Related Documents. The Parent Support Provider hereby expressly waives diligence, presentment, demand, protest or notice (except as required hereunder or under any other Transaction Documents or other Series Related Documents) of any kind whatsoever, as well as any requirement that the Beneficiaries (or any one of them) exhaust any right to take any action against any Covered Entity or any other Person (including the filing of any claims in the event of a receivership or bankruptcy of any of the foregoing), or with respect to any collateral or collateral security at any time securing any of the Guaranteed Obligations, and hereby consents to any and all extensions of time of the due performance of any or all of the Guaranteed Obligations. The Parent Support Provider agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations shall have been indefeasibly paid in full. The Parent Support Provider also hereby expressly waives all other defenses it may have as a guarantor or a surety generally or otherwise based upon suretyship, impairment of collateral or otherwise in connection with the Guaranteed Obligations whether in equity or at law. The Parent Support Provider agrees that its obligations hereunder shall be irrevocable and unconditional. (c) Notwithstanding anything set forth in this Agreement, the Parent Support Provider shall under no circumstances be obligated to undertake or perform any obligations of any Covered Entity other than those payment obligations expressly set forth in this Agreement and shall not be deemed by virtue of any of its agreements hereunder to have guaranteed the repayment of the Receivables or the timely payment of interest on, the ultimate repayment of the principal of, or any other amounts due with respect to, the Notes Credit Extensions under the IndentureMaster Collateral Agreement or any Transaction Documents or other Series Related Documents. For the sake of clarity, and without limiting the foregoing, it is expressly acknowledged and agreed that the Guaranteed Obligations do not include the payment or guaranty of any amounts to the extent such amounts constitute recourse with respect to a Receivable by reason of nonpayment by an Obligor.

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. (b) Without limiting the generality of the foregoing, the Parent Support Provider agrees that if any Covered Entity shall fail in any manner whatsoever to remit any amounts in connection with any of its respective Guaranteed Obligations when the same shall be required to be remitted under any applicable Transaction Document to which it is a party, including after the expiration of all applicable grace periods, then the Parent Support Provider will itself duly and punctually remit or cause to be remitted to the Collection Account any such Guaranteed Obligations after receipt by the Parent Support Provider of written notice from the Indenture Trustee that the applicable Covered Entity has failed to remit any required amounts under the applicable Transaction Documents. It shall not be a condition to the accrual of the obligation of the Parent Support Provider hereunder to perform any Guaranteed Obligations that a Beneficiary or any other Person shall have first made any request of or demand upon or given any notice to the Parent Support Provider, any Covered Entity, or any other Person or have initiated any action or proceeding against the Parent Support Provider, any Covered Entity or any other Person in respect thereof, except for any such request, demand or notice required to be given hereunder or under any other Transaction Documents. The Parent Support Provider hereby expressly waives diligence, presentment, demand, protest or notice (except as required hereunder or under any other Transaction Documents) of any kind whatsoever, as well as any requirement that the Beneficiaries (or any one of them) exhaust any right to take any action against any Covered Entity or any other Person (including the filing of any claims in the event of a receivership or bankruptcy of any of the foregoing), or with respect to any collateral or collateral security at any time securing any of the Guaranteed Obligations, and hereby consents to any and all extensions of time of the due performance of any or all of the Guaranteed Obligations. The Parent Support Provider agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations shall have been indefeasibly paid in full. The Parent Support Provider also hereby expressly waives all other defenses it may have as a guarantor or a surety generally or otherwise based upon suretyship, impairment of collateral or otherwise in connection with the Guaranteed Obligations whether in equity or at law. The Parent Support Provider agrees that its obligations hereunder shall be irrevocable and unconditional. (c) Notwithstanding anything set forth in this Agreement, the Parent Support Provider shall under no circumstances be obligated to undertake or perform any obligations of any Covered Entity other than those payment obligations expressly set forth in this Agreement and shall not be deemed by virtue of any of its agreements hereunder to have guaranteed the repayment of the Receivables or the timely payment of interest on, the ultimate repayment of the principal of, or any other amounts due with respect to, the Notes under the Indenture. For the sake of clarity, and without limiting the foregoing, it is expressly acknowledged and agreed that the Guaranteed Obligations do not include the payment or guaranty of any amounts to the extent such amounts constitute recourse with respect to a Receivable by reason of nonpayment by an Obligor.

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. (b) Without limiting the generality of the foregoing, the Parent Support Provider agrees that if any Covered Entity shall fail in any manner whatsoever to remit any amounts in connection with any of its respective Guaranteed Obligations when the same shall be required to be remitted under any applicable Transaction Document to which it is a party, including after the expiration of all applicable grace periods, then the Parent Support Provider will itself duly and punctually remit or cause to be remitted to the Collection Account any such Guaranteed Obligations after receipt by the Parent Support Provider of written notice from the Indenture Trustee that the applicable Covered Entity has failed to remit any required amounts under the applicable Transaction Documents. It shall not be a condition to the accrual of the obligation of the Parent Support Provider hereunder to perform any Guaranteed Obligations that a Beneficiary or any other Person shall have first made any request of or demand upon or given any notice to the Parent Support Provider, any Covered Entity, or any other Person or have initiated any action or proceeding against the Parent Support Provider, any Covered Entity or any other Person in respect thereof, except for any such request, demand or notice required to be given hereunder or under any other Transaction Documents. The Parent Support Provider hereby expressly waives diligence, presentment, demand, protest or notice (except as required hereunder or under any other Transaction Documents) of any kind whatsoever, as well as any requirement that the Beneficiaries (or any one of them) exhaust any right to take any action against any Covered Entity or any other Person (including the filing of any claims in the event of a receivership or bankruptcy of any of the foregoing), or with respect to any collateral or collateral security at any time securing any of the Guaranteed Obligations, and hereby consents to any and all extensions of time of the due performance of any or all of the Guaranteed Obligations. The Parent Support Provider agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations shall have been indefeasibly paid in full. The Parent Support Provider also hereby expressly waives all other defenses it may have as a guarantor or a surety generally or otherwise based upon suretyship, impairment of collateral or otherwise in connection with the Guaranteed Obligations whether in equity or at law. The Parent Support Provider agrees that its obligations hereunder shall be irrevocable and unconditional. (c) Notwithstanding anything set forth in this Agreement, the Parent Support Provider shall under no circumstances be obligated to undertake or perform any obligations of any Covered Entity other than those payment obligations expressly set forth in this Agreement and shall not be deemed by virtue of any of its agreements hereunder to have guaranteed the repayment of the Receivables or the timely payment of interest on, the ultimate repayment of the principal of, or any other amounts due with respect to, the Notes under the Indenture. For the sake of clarity, and without limiting the foregoing, it is expressly acknowledged and agreed that the Guaranteed Obligations do not include the payment or guaranty of any amounts to the extent such amounts constitute recourse with respect to a Receivable by reason of nonpayment by an Obligor.

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. (b) Without limiting the generality of the foregoing, the Parent Support Provider agrees that if any Covered Entity shall fail in any manner whatsoever to remit any amounts in connection with any of its respective Guaranteed Obligations when the same shall be required to be remitted under any applicable Transaction Document to which it is a party, including after the expiration of all applicable grace periods, then the Parent Support Provider will itself duly and punctually remit or cause to be remitted to the Collection Account any such Guaranteed Obligations after receipt by the Parent Support Provider of written notice from the Indenture Trustee that the applicable Covered Entity has failed to remit any required amounts under the applicable Transaction Documents. It shall not be a condition to the accrual of the obligation of the Parent Support Provider hereunder to perform any Guaranteed Obligations that a Beneficiary or any other Person shall have first made any request of or demand upon or given any notice to the Parent Support Provider, any Covered Entity, or any other Person or have initiated any action or proceeding against the Parent Support Provider, any Covered Entity or any other Person in respect thereof, except for any such request, demand or notice required to be given hereunder or under any other Transaction Documents. The Parent Support Provider hereby expressly waives diligence, presentment, demand, protest or notice (except as required hereunder or under any other Transaction Documents) of any kind whatsoever, as well as any requirement that the Beneficiaries (or any one of them) exhaust any right to take any action against any Covered Entity or any other Person (including the filing of any claims in the event of a receivership or bankruptcy of any of the foregoing), or with respect to any collateral or collateral security at any time securing any of the Guaranteed Obligations, and hereby consents to any and all extensions of time of the due performance of any or all of the Guaranteed Obligations. The Parent Support Provider agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations shall have been indefeasibly paid in full. The Parent Support Provider also hereby expressly waives all other defenses it may have as a guarantor or a surety generally or otherwise based upon suretyship, impairment of collateral or otherwise in connection with the Guaranteed Obligations whether in equity or at law. The Parent Support Provider agrees that its obligations hereunder shall be irrevocable and unconditional. (c) Notwithstanding anything set forth in this Agreement, the Parent Support Provider shall under no circumstances be obligated to undertake or perform any obligations of any Covered Entity other than those payment obligations expressly set forth in this Agreement and shall not be deemed by virtue of any of its agreements hereunder to have guaranteed the repayment of the Receivables or the timely payment of interest on, the ultimate repayment of the principal of, or any other amounts due with respect to, the Notes under the Indenture. For the sake of clarity, and without limiting the foregoing, it is expressly acknowledged and agreed that the Guaranteed Obligations do not include the payment or guaranty of any amounts to the extent such amounts constitute recourse with respect to a Receivable by reason of nonpayment by an Obligor.

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. (b) Without limiting the generality of the foregoing, the Parent Support Provider agrees that if any Covered Entity shall fail in any manner whatsoever to remit any amounts in connection with any of its respective Guaranteed Obligations when the same shall be required to be remitted under any applicable Transaction Document to which it is a party, including after the expiration of all applicable grace periods, then the Parent Support Provider will itself duly and punctually remit or cause to be remitted to the Collection Account any such Guaranteed Obligations after receipt by the Parent Support Provider of written notice from the Indenture Trustee that the applicable Covered Entity has failed to remit any required amounts under the applicable Transaction Documents. It shall not be a condition to the accrual of the obligation of the Parent Support Provider hereunder to perform any Guaranteed Obligations that a Beneficiary or any other Person shall have first made any request of or demand upon or given any notice to the Parent Support Provider, any Covered Entity, or any other Person or have initiated any action or proceeding against the Parent Support Provider, any Covered Entity or any other Person in respect thereof, except for any such request, demand or notice required to be given hereunder or under any other Transaction Documents. The Parent Support Provider hereby expressly waives diligence, presentment, demand, protest or notice (except as required hereunder or under any other Transaction Documents) of any kind whatsoever, as well as any requirement that the Beneficiaries (or any one of them) exhaust any right to take any action against any Covered Entity or any other Person (including the filing of any claims in the event of a receivership or bankruptcy of any of the foregoing), or with respect to any collateral or collateral security at any time securing any of the Guaranteed Obligations, and hereby consents to any and all extensions of time of the due performance of any or all of the Guaranteed Obligations. The Parent Support Provider agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations shall have been indefeasibly paid in full. The Parent Support Provider also hereby expressly waives all other defenses it may have as a guarantor or a surety generally or otherwise based upon suretyship, impairment of collateral or otherwise in connection with the Guaranteed Obligations whether in equity or at law. The Parent Support Provider agrees that its obligations hereunder shall be irrevocable and unconditional. (c) Notwithstanding anything set forth in this Agreement, the Parent Support Provider shall under no circumstances be obligated to undertake or perform any obligations of any Covered Entity other than those payment obligations expressly set forth in this Agreement and shall not be deemed by virtue of any of its agreements hereunder to have guaranteed the repayment of the Receivables or the timely payment of interest on, the ultimate repayment of the principal of, or any other amounts due with respect to, the Notes under the Indenture. For the sake of clarity, and without limiting the foregoing, it is expressly acknowledged and agreed that the Guaranteed Obligations do not include the payment or guaranty of any amounts to the extent such amounts constitute recourse with respect to a Receivable by reason of nonpayment by an Obligor.

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. (b) Without limiting the generality of the foregoing, the Parent Support Provider agrees that if any Covered Entity shall fail in any manner whatsoever to remit any amounts in connection with any of its respective Guaranteed Obligations when the same shall be required to be remitted under any applicable Transaction Document to which it is a party, including after the expiration of all applicable grace periods, then the Parent Support Provider will itself duly and punctually remit or cause to be remitted to the Collection Account any such Guaranteed Obligations after receipt by the Parent Support Provider of written notice from the Indenture Trustee that the applicable Covered Entity has failed to remit any required amounts under the applicable Transaction Documents. It shall not be a condition to the accrual of the obligation of the Parent Support Provider hereunder to perform any Guaranteed Obligations that a Beneficiary or any other Person shall have first made any request of or demand upon or given any notice to the Parent Support Provider, any Covered Entity, or any other Person or have initiated any action or proceeding against the Parent Support Provider, any Covered Entity or any other Person in respect thereof, except for any such request, demand or notice required to be given hereunder or under any other Transaction Documents. The Parent Support Provider hereby expressly waives diligence, presentment, demand, protest or notice (except as required hereunder or under any other Transaction Documents) of any kind whatsoever, as well as any requirement that the Beneficiaries (or any one of them) exhaust any right to take any action against any Covered Entity or any other Person (including the filing of any claims in the event of a receivership or bankruptcy of any of the foregoing), or with respect to any collateral or collateral security at any time securing any of the Guaranteed Obligations, and hereby consents to any and all extensions of time of the due performance of any or all of the Guaranteed Obligations. The Parent Support Provider agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations shall have been indefeasibly paid in full. The Parent Support Provider also hereby expressly waives all other defenses it may have as a guarantor or a surety generally or otherwise based upon suretyship, impairment of collateral or otherwise in connection with the Guaranteed Obligations whether in equity or at law. The Parent Support Provider agrees that its obligations hereunder shall be irrevocable and unconditional. (c) Notwithstanding anything set forth in this Agreement, the Parent Support Provider shall under no circumstances be obligated to undertake or perform any obligations of any Covered Entity other than those payment obligations expressly set forth in this Agreement and shall not be deemed by virtue of any of its agreements hereunder to have guaranteed the repayment of the Receivables or the timely payment of interest on, the ultimate repayment of the principal of, or any other amounts due with respect to, the Notes under the Indenture. For the sake of clarity, and without limiting the foregoing, it is expressly acknowledged and agreed that the Guaranteed Obligations do not include the payment or guaranty of any amounts to the extent such amounts constitute recourse with respect to a Receivable by reason of nonpayment by an Obligor.