0000929638-23-002532 Sample Contracts

FORM OF INDENTURE between VERIZON MASTER TRUST, as Trust and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee and Note Paying Agent Dated as of September 20, 2023 SERIES 2023-5
Verizon Master Trust • September 14th, 2023 • Asset-backed securities • New York

INDENTURE, dated as of September 20, 2023 (this “Indenture”), between VERIZON MASTER TRUST, a Delaware statutory trust, as issuer (the “Trust”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as indenture trustee for the benefit of the Series 2023-5 Secured Parties (in such capacity, the “Indenture Trustee”) and as note paying agent (in such capacity, the “Note Paying Agent”).

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FORM OF SERIES 2023-5 ACCOUNT CONTROL AGREEMENT among VERIZON MASTER TRUST, as Grantor U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Secured Party and U.S. BANK NATIONAL ASSOCIATION, as Financial Institution Dated as of September 20, 2023
Account Control Agreement • September 14th, 2023 • Verizon Master Trust • Asset-backed securities • New York

This SERIES 2023-5 ACCOUNT CONTROL AGREEMENT, dated as of September 20, 2023 (this “Agreement”), is among VERIZON MASTER TRUST, a Delaware statutory trust, as grantor (the “Grantor”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Indenture Trustee for the benefit of the Noteholders (in this capacity, the “Secured Party”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as both a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC (in these capacities, the “Financial Institution”).

VERIZON MASTER TRUST $396,050,000 SERIES 2023-5 ASSET BACKED NOTES UNDERWRITING AGREEMENT
Verizon Master Trust • September 14th, 2023 • Verizon Master Trust • Asset-backed securities • New York
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