EU/UK Risk Retention Agreement, dated as of May 25, 2022, among the Trust, the Depositor and the originators then party thereto

Re:   EU/UK Risk Retention Agreement / Series 2022-3

Ladies and Gentlemen:

1. Reference is hereby made to that certain Indenture, dated as of May 25, 2022 (the “Series 2022-3 Indenture”), between Verizon Master Trust, as trust (the “Trust”), and U.S. Bank National Association, as indenture trustee and note paying agent.  Capitalized terms used but not otherwise defined in this letter agreement (this “Agreement”) have the meanings set forth in (or by reference in) the Indenture.

For the purposes of this Agreement, the term:

(a) “EU Affected Investors” means “institutional investors” (as such term is defined for purposes of the EU Securitization Regulation) and any consolidated affiliate, wherever established or located, of an entity regulated under Regulation (EU) No 575/2013, as amended (the “CRR”), to the extent that Article 5 of the EU Securitization Regulation applies to investments by such consolidated affiliate by virtue of the CRR;

(b) “EU Securitization Regulation” means Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017, as amended, and as supplemented by any applicable regulatory technical standards or implementing technical standards from time to time (including any technical standards applicable pursuant to transitional provisions);

(c) “EU Securitization Regulation Rules” means (i) the EU Securitization Regulation, (ii) to the extent informing the interpretation of the EU Securitization Regulation, any official guidance published in relation thereto by the European Banking Authority, the European Central Bank, the European Securities and Markets Authority, the European Commission or the European Council (or in each case any predecessor or replacement organisation) or any other relevant competent authority (for the purposes of the EU Securitization Regulation) in the European Union and (iii) any implementing laws or regulations in force in any Member State of the European Union or the European Economic Area;

(d) “EUWA” means the European Union (Withdrawal) Act 2018, as amended;

2. This Agreement is being executed by each Originator for the benefit of the Trust and the Indenture Trustee (on behalf of each Noteholder that is an EU Affected Investor or a UK Affected Investor) and each such Person’s successors and assigns.

3. Each Originator hereby confirms, represents and warrants as of the date of this Agreement and hereby covenants and agrees, that, until the date on which the Note Balance of each Class of Notes has been paid in full and with reference to both the EU Securitization Regulation Rules and the UK Securitization Regulation Rules, in each case as in effect and applicable on the Closing Date (and, save where indicated below, without taking into account any later amendment, supplement or replacement of or to the EU Securitization Regulation Rules or the UK Securitization Regulation Rules or any relevant national measures):

(a) The Originators, as originators for purposes of the EU Securitization Regulation and the UK Securitization Regulation, shall retain, through their ownership of the beneficial interest in Verizon DPPA True-up Trust (the “True-up Trust”), on an ongoing basis a material net economic interest of not less than 5.0% in the securitization described in the prospectus relating to the Notes dated May 19, 2022, determined in accordance with Article 6 of the EU Securitization Regulation and Article 6 of the UK Securitization Regulation, each as in effect on the Closing Date, in the form of an originator’s interest of not less than 5.0% of the nominal value of the securitized exposures, as referred to in paragraph (b) of Article 6(3) of the EU Securitization Regulation and paragraph (b) of Article 6(3) of the UK Securitization Regulation, through the True-up Trust’s holding of Certificates, Class R interests and any retained Credit Extensions issued by the Trust, together giving the True-up Trust the right to receive distributions of (A) amounts not allocated to any Series and (B) amounts allocated to any Series and remaining after payments to Creditors (other than the True-up Trust) and other persons with respect to that Series, and in each case ranking pari passu with or subordinated to the credit risk that has been securitized with respect to those exposures (together, the “EU/UK Retained Interest”).

(b) The Originators shall hold the EU/UK Retained Interest on a pro rata basis, in proportion to the total nominal values of the Receivables originated by each of them and outstanding from time to time, by means of each Originator’s holding of a beneficial interest in the True-up Trust, which shall be adjusted from time to time, in proportion to the aggregate nominal values of Receivables originated by such Originator and outstanding from time to time and the performance of those Receivables.

(c) The EU/UK Retained Interest shall be measured as of the Closing Date, the last day of each Collection Period and each Payment Date.  For this purpose, (i) the amount of the EU/UK Retained Interest from time to time shall equal the sum of (A) the excess of the aggregate Principal Balance of all Eligible Receivables for any Series over the sum of the Adjusted Series Invested Amounts of all Series then outstanding, plus (B) the sum of the Required OC Amounts with respect to all Series, plus (C) the excess of the aggregate nominal values of the Receivables over the aggregate Principal Balance of all Eligible Receivables for any Series, and (ii) the aggregate nominal values of the Receivables shall be calculated without deduction for or on account of any Receivable having become a Written-Off Receivable after the Acquisition Date on which it was acquired by the Trust.

(d) Without prejudice to paragraph 3(b), the Originators shall not, and shall procure that the True-up Trust does not, change the retention option or methodology used to calculate the EU/UK Retained Interest while any of the Notes are outstanding, except to the extent permitted under the EU Securitization Regulation Rules and the UK Securitization Regulation Rules, in each case as in effect at the time of such change.

(e) The Originators shall not, and shall procure that the True-up Trust does not, hedge or otherwise mitigate its credit risk under or associated with the EU/UK Retained Interest or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU/UK Retained Interest, except to the extent permitted under the EU Securitization Regulation Rules and the UK Securitization Regulation Rules, in each case as in effect at the time of such hedging, mitigation, sale, transfer or surrender.

(f) The Originators shall confirm (or shall procure that Cellco confirms on behalf of itself and each of the other Originators) to the Servicer on a monthly basis, and hereby authorize the Servicer to so confirm in each Monthly Investor Report with respect to Series 2022-3, that they continue to hold the EU/UK Retained Interest in accordance with this Agreement.

(g) In addition, the Originators shall provide (or shall procure that Cellco provides on behalf of itself and each of the other Originators) a confirmation to the Indenture Trustee that they continue to hold the EU/UK Retained Interest in accordance with this Agreement (i) promptly following the occurrence of an Amortization Event or an Event of Default and (ii) upon request of the Indenture Trustee on behalf of any Noteholder that is an EU Affected Investor or a UK Affected Investor following a material change in (1) the structural features that can materially impact on the performance of the Notes or (2) the risk characteristics of the Notes or the Receivables.

4. Each of the Originators further represents and warrants to each of the Depositor, the Trust and the Indenture Trustee (on behalf of each Noteholder that is an EU Affected Investor or a UK Affected Investor) as follows, as of the date of this Agreement:

(a) it is validly existing and in good standing under the laws of its jurisdiction of organisation and has full power and authority to own its properties and conduct its business as presently owned or conducted, and to execute, deliver and perform its obligations under this Agreement;

(b) its execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on its part; and

(c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors’ rights generally and, if applicable, the rights of creditors from time to time in effect or by general principles of equity.

5. No amendment, waiver, supplement or other modification of this Agreement shall in any event be effective unless the same shall be in writing and signed by (a) Cellco on behalf of itself and each of the other Originators, (b) the Depositor, (c) the Administrator on behalf of the Trust and (d) either (1) without the consent of the Indenture Trustee if the Trust or the Administrator delivers an Officer’s Certificate to the Indenture Trustee stating that the Trust or the Administrator, as applicable, reasonably believes that the amendment will not result in the Originators’ holding of the EU/UK Retained Interest ceasing to comply with the EU Securitization Regulation Rules and the UK Securitization Regulation Rules, in each case as in effect as of the date of such Officer’s Certificate or otherwise have a material adverse effect on the Noteholders that are either EU Affected Investors or UK Affected Investors or (2) notwithstanding any conflicting provision of the Indenture, if the interests of the Noteholders that are either EU Affected Investors or UK Affected Investors are materially and adversely affected by such amendment, with the consent of the Indenture Trustee, acting at the written direction of all Noteholders that are EU Affected Investors or UK Affected Investors.  This Agreement shall be binding upon each of the Originators and shall inure to the benefit of the Depositor, the Administrator on behalf of the Trust, the Indenture Trustee (on behalf of each Noteholder that is an EU Affected Investor or a UK Affected Investor) and each such Person’s successors and assigns.  None of the Originators shall assign any of its obligations under this Agreement (other than to an Affiliate that becomes a successor to all the assets and liabilities of such Originator) without the prior written consent of the Indenture Trustee; provided that such consent shall not be required if the Trust or the Administrator delivers an Officer’s Certificate to the Indenture Trustee stating that the Trust or the Administrator, as applicable, reasonably believes that such assignment will not have a material adverse effect on the Noteholders.

6. Each Originator agrees that, before the date that is two (2) years and one (1) day (or, if longer, any applicable preference period) after the payment in full of (a) all securities issued or loans entered into by the Depositor or by a trust for which the Depositor was a depositor or (b) the Credit Extensions, it will not start or pursue against, or join any other Person in starting or pursuing against, (i) the Depositor or (ii) the Trust, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar Law.

7. THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).

8. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT:

(A) IT HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF, OR RELATING TO, THIS AGREEMENT. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH PROCEEDING AND ANY CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(B) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

9. Any Affiliate of the Originators or other person who from time to time becomes an Originator under the Originator Receivables Transfer Agreement may become a party to this Agreement upon the delivery to the Administrator, on behalf of the Trust, of an originator joinder agreement substantially in the form of Exhibit A hereto (an “Originator Joinder Agreement”).  Upon receipt by the Administrator, on behalf of the Trust, of such a duly executed and delivered Originator Joinder Agreement, such Originator shall become party to, and have the obligations of an Originator under, this Agreement.

10. This Agreement shall become effective as of the date hereof.  This Agreement may be executed in multiple counterparts. Each counterpart will be an original and all counterparts will together be one document.  Delivery of an executed counterpart of a signature page to this Agreement by facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.

THIS ORIGINATOR JOINDER AGREEMENT, dated as of [_____________], 20[___] (this “Agreement”) is among:

(i) [________________] (the “Additional Originator”);

(ii) VERIZON ABS II LLC (the “Depositor”); and

(iii) VERIZON MASTER TRUST, as trust (the “Trust”).

A. The various Originators from time to time party thereto and Verizon ABS II LLC, as Depositor, are parties to that certain Originator Receivables Transfer Agreement, dated as of May 25, 2021, as amended (the “Originator Receivables Transfer Agreement”).

B. The various Originators from time to time party thereto, the Depositor and the Trust are parties to that certain EU/UK Risk Retention Agreement, dated as of May 25, 2022 (the “EU/UK Risk Retention Agreement”).

C. The Additional Originator desires to become a party to the EU/UK Risk Retention Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed by its duly authorized officer as of the date and year first above written.