Common use of USAGE AND DEFINITIONS 1 Clause in Contracts

USAGE AND DEFINITIONS 1. Section 1.1 Usage and Definitions 1 Section 1.2 Incorporation by Reference of Trust Indenture Act 17 ARTICLE II THE NOTES 17 Section 2.1 Form of Notes 17 Section 2.2 Execution, Authentication and Delivery 17 Section 2.3 Tax Treatment 18 Section 2.4 Note Register 18 Section 2.5 Registration of Transfer and Exchange 19 Section 2.6 [Reserved] 20 Section 2.7 Mutilated, Destroyed, Lost or Stolen Notes 20 Section 2.8 Persons Deemed Owners 21 Section 2.9 Payments on Notes 21 Section 2.10 Cancellation of Notes 22 Section 2.11 Release of Series 2023-2 Collateral 22 Section 2.12 Book-Entry Notes 23 Section 2.13 Definitive Notes 23 Section 2.14 Authenticating Agents 24 Section 2.15 Note Paying Agents 24 ARTICLE III COVENANTS, REPRESENTATIONS AND WARRANTIES 25 Section 3.1 Payment of Principal, Interest and Other Amounts 25 Section 3.2 Maintenance of Office or Agency 25 Section 3.3 Money for Payments To Be Held in Trust 25 Section 3.4 Existence 27 Section 3.5 Protection of Collateral 27 Section 3.6 Performance of Obligations 28 Section 3.7 Negative Covenants 28 Section 3.8 Opinions on Collateral 29 Section 3.9 Annual Certificate of Compliance 29 Section 3.10 Successor or Transferee 29 Section 3.11 Further Acts and Documents 30 Section 3.12 Review of Trust’s Records 30 Section 3.13 Trust’s Representations and Warranties 30

USAGE AND DEFINITIONS 1. Section 1.1 Usage and Definitions 1 Section 1.2 Incorporation by Reference of Trust Indenture Act 17 1 ARTICLE II THE NOTES 17 2 Section 2.1 Form of Notes 17 2 Section 2.2 Execution, Authentication and Delivery 17 2 Section 2.3 Tax Treatment 18 3 Section 2.4 Note Register 18 3 Section 2.5 Registration of Transfer and Exchange 19 3 Section 2.6 [Reserved] 20 4 Section 2.7 Mutilated, Destroyed, Lost or Stolen Notes 20 4 Section 2.8 Persons Deemed Owners 21 5 Section 2.9 Payments on Notes 21 5 Section 2.10 Cancellation of Notes 22 7 Section 2.11 Release of Series 2023-2 Collateral 22 7 Section 2.12 Book-Entry Notes 23 7 Section 2.13 Definitive Notes 23 8 Section 2.14 Authenticating Agents 24 8 Section 2.15 Note Paying Agents 24 8 ARTICLE III COVENANTS, REPRESENTATIONS AND WARRANTIES 25 9 Section 3.1 Payment of Principal, Interest and Other Amounts 25 9 Section 3.2 Maintenance of Office or Agency 25 9 Section 3.3 Money for Payments To Be Held in Trust 25 9 Section 3.4 Existence 27 11 Section 3.5 Protection of Collateral 27 11 Section 3.6 Performance of Obligations 28 12 Section 3.7 Negative Covenants 28 12 Section 3.8 Opinions on Collateral 29 13 Section 3.9 Annual Certificate of Compliance 29 13 Section 3.10 Merger and Consolidation; Transfer of Assets 14 Section 3.11 Successor or Transferee 29 14 Section 3.11 3.12 No Other Activities 15 Section 3.13 Further Acts and Documents 30 Section 3.12 Review of Trust’s Records 30 Section 3.13 Trust’s Representations and Warranties 3015

USAGE AND DEFINITIONS 1. Section 1.1 Usage and Definitions 1 Section 1.2 Incorporation by Reference of Trust Indenture Act 17 ARTICLE II THE NOTES 17 18 Section 2.1 Form of Notes 17 18 Section 2.2 Execution, Authentication and Delivery 17 18 Section 2.3 Tax Treatment 18 19 Section 2.4 Note Register 18 19 Section 2.5 Registration of Transfer and Exchange 19 20 Section 2.6 [Reserved] 20 21 Section 2.7 Mutilated, Destroyed, Lost or Stolen Notes 20 21 Section 2.8 Persons Deemed Owners 21 22 Section 2.9 Payments on Notes 21 22 Section 2.10 Cancellation of Notes 22 23 Section 2.11 Release of Series 2023[_]-2 [_] Collateral 22 23 Section 2.12 Book-Entry Notes 23 24 Section 2.13 Definitive Notes 23 24 Section 2.14 Authenticating Agents 24 25 Section 2.15 Note Paying Agents 24 25 Section 2.16 [Effect of Benchmark Transition Event 25 ARTICLE III COVENANTS, REPRESENTATIONS AND WARRANTIES 25 27 Section 3.1 Payment of Principal, Interest and Other Amounts 25 27 Section 3.2 Maintenance of Office or Agency 25 27 Section 3.3 Money for Payments To Be Held in Trust 25 27 Section 3.4 Existence 27 29 Section 3.5 Protection of Collateral 27 29 Section 3.6 Performance of Obligations 28 30 Section 3.7 Negative Covenants 28 30 Section 3.8 Opinions on Collateral 29 31 Section 3.9 Annual Certificate of Compliance 29 31 Section 3.10 Successor or Transferee 29 32 Section 3.11 Further Acts and Documents 30 32 Section 3.12 Review of Trust’s Records 30 32 Section 3.13 Trust’s Representations and Warranties 3032 Section 3.14 Trust’s Representations and Warranties About Security Interest 33 ARTICLE IV SATISFACTION AND DISCHARGE 35 Section 4.1 Satisfaction and Discharge of Indenture 35 ARTICLE V EVENTS OF DEFAULT; REMEDIES 36 Section 5.1 Events of Default 36 Section 5.2 Acceleration of Maturity; Rescission 36 Section 5.3 Collection of Indebtedness by Indenture Trustee 37 Section 5.4 Trustee May File Proofs of Claim 37 Section 5.5 Enforcement of Claims Without Possession of Notes 38 Section 5.6 Remedies; Priorities 38 Section 5.7 [Reserved] 39 Section 5.8 Limitation on Suits 39 Section 5.9 Unconditional Rights to Receive Principal and Interest 39 Section 5.10 Restoration of Rights and Remedies 40 Section 5.11 Rights and Remedies Cumulative 40 Section 5.12 Delay or Omission Not a Waiver 40 Section 5.13 Control by Noteholders 40 Section 5.14 Waiver of Potential Defaults and Events of Default 41 Section 5.15 Agreement to Pay Costs 41 Section 5.16 Waiver of Stay or Extension Laws 41 Section 5.17 Performance and Enforcement of Obligations 41 ARTICLE VI INDENTURE TRUSTEE 42 Section 6.1 Indenture Trustee’s Obligations 42 Section 6.2 Indenture Trustee’s Rights 46 Section 6.3 Indenture Trustee’s Individual Rights 47 Section 6.4 Indenture Trustee’s Disclaimer 47 Section 6.5 Notice of Potential Defaults and Notice of Payment Defaults 47 Section 6.6 Reports by Indenture Trustee 47 Section 6.7 Compensation and Indemnity 48 Section 6.8 Resignation or Removal of Indenture Trustee 49 Section 6.9 Merger or Consolidation; Transfer of Assets 50 Section 6.10 Appointment of Separate Trustee or Co-Trustee 51 Section 6.11 Eligibility 52 Section 6.12 Inspections of Indenture Trustee 52 Section 6.13 Indenture Trustee’s Representations and Warranties 52 Section 6.14 Reporting of Receivables Reacquisition and Acquisition Demands 53 Section 6.15 Preferential Collection of Claims Against the Trust 53 ARTICLE VII NOTEHOLDER COMMUNICATIONS AND REPORTS 54 Section 7.1 Noteholder Communications 54 Section 7.2 Reports by Trust 55 Section 7.3 Reports by Indenture Trustee 55 ARTICLE VIII ACCOUNTS, DISTRIBUTIONS AND RELEASES 55 Section 8.1 Collection of Funds 55 Section 8.2 Series [_]-[_] Accounts; Distributions 56 Section 8.3 Series [_]-[_] Accounts 64 Section 8.4 Release of Series [_]-[_] Collateral 66 ARTICLE IX AMENDMENTS 66 Section 9.1 Amendments Without Consent of Noteholders 66 Section 9.2 Amendments with Consent of Controlling Class 67 Section 9.3 Execution of Amendments 68 Section 9.4 Effect of Amendment 69 Section 9.5 Reference in Notes to Supplemental Indentures 69 Section 9.6 [Consent of Cap Counterparty 69 Section 9.7 Conformity with TIA 69 ARTICLE X REDEMPTION OF NOTES 69 Section 10.1 Redemption 69 ARTICLE XI OTHER AGREEMENTS 70 Section 11.1 No Petition 70 Section 11.2 [Reserved] 71 Section 11.3 Trust Orders; Certificates and Opinions 71 Section 11.4 Acts of Noteholders 72 Section 11.5 Trust Obligation 72 Section 11.6 Conflict with Trust Indenture Act 73 Section 11.7 Regulation RR Risk Retention 73 ARTICLE XII MISCELLANEOUS 73 Section 12.1 Benefits of Indenture; Third-Party Beneficiaries 73 Section 12.2 Notices 74 Section 12.3 GOVERNING LAW 74 Section 12.4 Submission to Jurisdiction 75 Section 12.5 WAIVER OF JURY TRIAL 75 Section 12.6 No Waiver; Remedies 75 Section 12.7 Severability 75 Section 12.8 Headings 75 Section 12.9 Counterparts 75 Section 12.10 Customer Identification Program 75 Section 12.11 [Limitation of Rights of the Cap Counterparty 75 Section 12.12 Intent of the Parties; Reasonableness 76 Section 12.13 Electronic Signatures 76 ARTICLE XIII [THE CAP AGREEMENT] 77 Section 13.1 [Duties With Respect to the Cap Agreement 77 Section 13.2 Enforcement of Cap Agreement; Replacement Cap Agreement 77 Exhibit B Servicing Criteria to be Addressed in Assessment of Compliance B-1 INDENTURE, dated as of [___], 20[_] (this “Indenture”), between VERIZON MASTER TRUST, a Delaware statutory trust, as issuer (the “Trust”), and [_____], a [national banking association], as indenture trustee for the benefit of the Series [_]-[_] Secured Parties (in such capacity, the “Indenture Trustee”), and as note paying agent (in such capacity, the “Note Paying Agent”). The Trust, [___], as master collateral agent (the “Master Collateral Agent”), Cellco Partnership d/b/a Verizon Wireless, as servicer (the “Servicer”), and the Creditor Representatives from time to time party thereto entered into the Master Collateral Agency and Intercreditor Agreement, dated as of [____], 20[_], pursuant to which the Trust granted a security interest in the Receivables and its other assets to the Master Collateral Agent to secure the obligations of the Trust under this Indenture and other Trust Financings. Pursuant to the terms of the Master Collateral Agreement, this Indenture constitutes a Trust Financing Agreement and the Notes issued under this Indenture constitute Credit Extensions and a Trust Financing that is an Indenture Series. The Indenture Trustee is hereby appointed as Creditor Representative for Series [_]-[_], and the Indenture Trustee hereby accepts such appointment. On or prior to the date hereof, the Indenture Trustee has executed a Creditor Representative Joinder Agreement as required by Section 3.1 of the Master Collateral Agreement. The parties agree as follows:

USAGE AND DEFINITIONS 1. Section 1.1 Usage and Definitions 1 Section 1.2 Incorporation by Reference of Trust Indenture Act 17 12 ARTICLE II THE NOTES 17 12 Section 2.1 Form of Notes 17 12 Section 2.2 Execution, Authentication and Delivery 17 12 Section 2.3 Tax Treatment 18 13 Section 2.4 Note Register 18 13 Section 2.5 Registration of Transfer and Exchange 19 13 Section 2.6 [Reserved] 20 15 Section 2.7 Mutilated, Destroyed, Lost or Stolen Notes 20 15 Section 2.8 Persons Deemed Owners 21 16 Section 2.9 Payments on Notes 21 16 Section 2.10 Cancellation of Notes 22 17 Section 2.11 Release of Series 20232022-2 6 Collateral 22 17 Section 2.12 Book-Entry Notes 23 17 Section 2.13 Definitive Notes 23 18 Section 2.14 Authenticating Agents 24 19 Section 2.15 Note Paying Agents 24 19 ARTICLE III COVENANTS, REPRESENTATIONS AND WARRANTIES 25 19 Section 3.1 Payment of Principal, Interest and Other Amounts 25 19 Section 3.2 Maintenance of Office or Agency 25 19 Section 3.3 Money for Payments To Be Held in Trust 25 20 Section 3.4 Existence 27 21 Section 3.5 Protection of Collateral 27 21 Section 3.6 Performance of Obligations 28 22 Section 3.7 Negative Covenants 28 23 Section 3.8 Opinions on Collateral 29 23 Section 3.9 Annual Certificate of Compliance 29 24 Section 3.10 Successor or Transferee 29 24 Section 3.11 Further Acts and Documents 30 24 Section 3.12 Review of Trust’s Records 30 24 Section 3.13 Trust’s Representations and Warranties 3025

USAGE AND DEFINITIONS 1. Section 1.1 Usage and Definitions 1 Section 1.2 Incorporation by Reference of Trust Indenture Act 17 ARTICLE II THE NOTES 17 Section 2.1 Form of Notes 17 Section 2.2 Execution, Authentication and Delivery 17 Section 2.3 Tax Treatment 18 Section 2.4 Note Register 18 Section 2.5 Registration of Transfer and Exchange 19 Section 2.6 [Reserved] 20 Section 2.7 Mutilated, Destroyed, Lost or Stolen Notes 20 Section 2.8 Persons Deemed Owners 21 Section 2.9 Payments on Notes 21 Section 2.10 Cancellation of Notes 22 Section 2.11 Release of Series 20232022-2 5 Collateral 22 Section 2.12 Book-Entry Notes 23 Section 2.13 Definitive Notes 23 Section 2.14 Authenticating Agents 24 Section 2.15 Note Paying Agents 24 ARTICLE III COVENANTS, REPRESENTATIONS AND WARRANTIES 25 Section 3.1 Payment of Principal, Interest and Other Amounts 25 Section 3.2 Maintenance of Office or Agency 25 Section 3.3 Money for Payments To Be Held in Trust 25 Section 3.4 Existence 27 Section 3.5 Protection of Collateral 27 Section 3.6 Performance of Obligations 28 Section 3.7 Negative Covenants 28 Section 3.8 Opinions on Collateral 29 Section 3.9 Annual Certificate of Compliance 29 Section 3.10 Successor or Transferee 29 Section 3.11 Further Acts and Documents 30 Section 3.12 Review of Trust’s Records 30 Section 3.13 Trust’s Representations and Warranties 30

USAGE AND DEFINITIONS 1. Section 1.1 Usage and Definitions 1 Section 1.2 Incorporation by Reference of Trust Indenture Act 17 1 ARTICLE II THE NOTES 17 2 Section 2.1 Form of Notes 17 2 Section 2.2 Execution, Authentication and Delivery 17 2 Section 2.3 Tax Treatment 18 3 Section 2.4 Note Register 18 3 Section 2.5 Registration of Transfer and Exchange 19 3 Section 2.6 [Reserved] 20 4 Section 2.7 Mutilated, Destroyed, Lost or Stolen Notes 20 4 Section 2.8 Persons Deemed Owners 21 5 Section 2.9 Payments on Notes 21 5 Section 2.10 Cancellation of Notes 22 6 Section 2.11 Release of Series 2023-2 Collateral 22 7 Section 2.12 Book-Entry Notes 23 7 Section 2.13 Definitive Notes 23 8 Section 2.14 Authenticating Agents 24 8 Section 2.15 Note Paying Agents 24 8 ARTICLE III COVENANTS, REPRESENTATIONS AND WARRANTIES 25 9 Section 3.1 Payment of Principal, Interest and Other Amounts 25 9 Section 3.2 Maintenance of Office or Agency 25 9 Section 3.3 Money for Payments To Be Held in Trust 25 9 Section 3.4 Existence 27 11 Section 3.5 Protection of Collateral 27 11 Section 3.6 Performance of Obligations 28 12 Section 3.7 Negative Covenants 28 12 Section 3.8 Opinions on Collateral 29 13 Section 3.9 Annual Certificate of Compliance 29 13 Section 3.10 Merger and Consolidation; Transfer of Assets 14 Section 3.11 Successor or Transferee 29 14 Section 3.11 3.12 No Other Activities 15 Section 3.13 Further Acts and Documents 30 15 Section 3.12 3.14 Restricted Payments 15 Section 3.15 Notice of Events of Default 15 Section 3.16 Review of TrustIssuer’s Records 30 15 Section 3.13 Trust3.17 Issuer’s Representations and Warranties 3015 Section 3.18 Issuer’s Representations and Warranties About Security Interest 17 ARTICLE IV SATISFACTION AND DISCHARGE 18 Section 4.1 Satisfaction and Discharge of Indenture 18 ARTICLE V EVENTS OF DEFAULT; REMEDIES 19 Section 5.1 Events of Default 19 Section 5.2 Acceleration of Maturity; Rescission 19 Section 5.3 Collection of Indebtedness by Indenture Trustee 20 Section 5.4 Trustee May File Proofs of Claim 20 Section 5.5 Enforcement of Claims Without Possession of Notes 21 Section 5.6 Remedies; Priorities 21 Section 5.7 Optional Preservation of Collateral 23 Section 5.8 Limitation on Suits 23 Section 5.9 Unconditional Rights to Receive Principal and Interest 24 Section 5.10 Restoration of Rights and Remedies 24 Section 5.11 Rights and Remedies Cumulative 24 Section 5.12 Delay or Omission Not a Waiver 24 Section 5.13 Control by Noteholders 25 Section 5.14 Waiver of Defaults and Events of Default 25 Section 5.15 Agreement to Pay Costs 25 Section 5.16 Waiver of Stay or Extension Laws 26 Section 5.17 Performance and Enforcement of Obligations 26 ARTICLE VI INDENTURE TRUSTEE 26 Section 6.1 Indenture Trustee’s Obligations 26 Section 6.2 Indenture Trustee’s Rights 30 Section 6.3 Indenture Trustee’s Individual Rights 31 Section 6.4 Indenture Trustee’s Disclaimer 31 Section 6.5 Notice of Defaults and Notice of Payment Defaults 31 Section 6.6 Reports by Indenture Trustee 31 Section 6.7 Compensation and Indemnity 33 Section 6.8 Resignation or Removal of Indenture Trustee 34 Section 6.9 Merger or Consolidation; Transfer of Assets 35 Section 6.10 Appointment of Separate Trustee or Co-Trustee 35 Section 6.11 Eligibility 36 Section 6.12 Inspections of Indenture Trustee 36 Section 6.13 Indenture Trustee’s Representations and Warranties 36 Section 6.14 Reporting of Receivables Repurchase Demands 37 Section 6.15 Preferential Collection of Claims Against the Issuer 38 ARTICLE VII NOTEHOLDER COMMUNICATIONS AND REPORTS 38 Section 7.1 Noteholder Communications 38 Section 7.2 Reports by Issuer 39 Section 7.3 Reports by Indenture Trustee 39 ARTICLE VIII ACCOUNTS, DISTRIBUTIONS AND RELEASES 40 Section 8.1 Collection of Funds 40 Section 8.2 Bank Accounts; Distributions 40 Section 8.3 Bank Accounts 44 Section 8.4 Release of Collateral 44 ARTICLE IX AMENDMENTS 45 Section 9.1 Amendments Without Consent of Noteholders or Certificateholders 45 Section 9.2 Amendments with Consent of Controlling Class 46 Section 9.3 Execution of Amendments 47 Section 9.4 Effect of Amendment 47 Section 9.5 Reference in Notes to Supplemental Indentures 47 Section 9.6 [Reserved] 47 Section 9.7 Conformity with TIA 47 ARTICLE X REDEMPTION OF NOTES 48 Section 10.1 Redemption 48 ARTICLE XI OTHER AGREEMENTS 49 Section 11.1 No Petition 49 Section 11.2 [Reserved] 49 Section 11.3 Issuer Orders; Certificates and Opinions 49 Section 11.4 Acts of Noteholders 50 Section 11.5 Issuer Obligation 51 Section 11.6 Conflict with Trust Indenture Act 51 ARTICLE XII MISCELLANEOUS 51 Section 12.1 Benefits of Indenture; Third-Party Beneficiaries 51 Section 12.2 Notices 52 Section 12.3 GOVERNING LAW 52 Section 12.4 Submission to Jurisdiction 53 Section 12.5 WAIVER OF JURY TRIAL 53 Section 12.6 No Waiver; Remedies 53 Section 12.7 Severability 53 Section 12.8 Headings 53 Section 12.9 Counterparts 53 Section 12.10 Customer Identification Program 53 Section 12.11 [Reserved] 53 Section 12.12 Intent of the Parties; Reasonableness 53 Section 12.13 Electronic Signatures 54 ARTICLE XIII [RESERVED] 54 ARTICLE XIV ASSET REPRESENTATIONS REVIEW 55 Section 14.1 Noteholder and Note Owner Requests for Vote on Asset Representations Review 55 Section 14.2 Noteholder and Note Owner Vote on Asset Representations Review 55 Section 14.3 Evaluation of Review Report 56 Exhibit A Form of Notes A-1 Exhibit B Servicing Criteria to be Addressed in Assessment of Compliance B-1 INDENTURE, dated as of August 12, 2020, as amended (this “Indenture”), between VERIZON OWNER TRUST 2020-B, a Delaware statutory trust, as issuer (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee for the benefit of the Secured Parties (in such capacity, the “Indenture Trustee”), and as note paying agent (in such capacity, the “Note Paying Agent”). In connection with a securitization transaction sponsored by Cellco, the Issuer will issue Notes secured by a pool of Receivables consisting of device payment plan agreements acquired or to be acquired by the Issuer from the Depositor, who acquired or will acquire them from the Originators or, the Master Trust or VZMT. The parties agree as follows: The Issuer Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Secured Parties, all of the Issuer’s right, title and interest in, to and under, whether now owned or later acquired, the Collateral. This Grant is made in trust to secure (a) the payment of principal of, interest on and other amounts owing on the Notes as stated in this Indenture and (b) compliance by the Issuer with this Indenture for the benefit of the Secured Parties. The Indenture Trustee acknowledges the Grant, accepts the trusts under this Indenture according to this Indenture and agrees to perform its duties as stated in this Indenture so that the interests of the Secured Parties may be adequately and effectively protected.