As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/01/24  Verizon ABS II LLC                SF-3                  12:4.3M                                   Bingham McCutchen LLP/FA
          Verizon Master Trust

Document/Exhibit                   Description                      Pages   Size 

 1: SF-3        Shelf Registration Statement for a Qualified        HTML   2.01M 
                Offering of Asset-Backed Securities                              
 2: EX-1.1      Underwriting Agreement or Conflict Minerals Report  HTML    195K 
 3: EX-4.2      Indenture                                           HTML    537K 
 4: EX-5.1      Opinion of Morgan, Lewis & Bockius LLP With         HTML     15K 
                Respect to Legality                                              
 5: EX-5.2      Opinion of Morris James LLP With Respect to         HTML     25K 
                Delaware Law                                                     
 6: EX-8.1      Opinion of Morgan, Lewis & Bockius LLP With         HTML     14K 
                Respect to Tax Matters                                           
 7: EX-10       Additional Transferor Receivables Transfer          HTML    141K 
                Agreement                                                        
 9: EX-10.11    Form of Isda Master Agreement                       HTML    421K 
10: EX-10.12    Form of Eu/Uk Risk Retention Agreement              HTML     61K 
 8: EX-10.7     Series Account Control Agreement                    HTML     98K 
12: EX-FILING FEES  Filing Fees Table                               HTML     36K 
11: EX-36.1     Depositor Certification for a Shelf Offering        HTML     10K 

 

 

 

 

 

 

 

 

Verizon ABS II LLC   Depositor (CIK Number: 0001836995)

Cellco Partnership d/b/a Verizon Wireless Sponsor and Servicer (CIK Number: 0001175215)

Before you purchase any notes, be sure you understand the structure and the risks.  You should review carefully the risk factors beginning on page [_] of this prospectus. The issuing entity’s assets consist primarily of an interest in a revolving pool of device payment plan agreements originated by Cellco Partnership d/b/a Verizon Wireless and certain other affiliates of Verizon Communications Inc.  The notes are secured by all of the issuing entity’s assets and will be paid from collections on and proceeds of the issuing entity’s device payment plan agreements designated to “group [_]” that are allocated to the notes under the transaction documents.  The issuing entity [has issued [_] other series of notes] [and] [has entered into [_] series of loans][, and] expects to issue or enter into in the future other series of notes and loans. The notes and loans of any series are only entitled to the portion of collections on and proceeds of the device payment plan agreements designated to the related group that are allocated to it under the transaction documents. The assets of the issuing entity may also include device payment plan agreements that are designated to groups other than group [_], but collections on or proceeds of any device payment plan agreements designated to a group other than group [_] will not be available to the notes except in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default.”  The notes will be obligations of the issuing entity only and will not be obligations of or interests in the sponsor, the originators, [the additional transferor,] the servicer, the depositor, the parent support provider, the marketing agent or any of their respective affiliates.  The issuing entity has also issued certificates representing the equity interest in the issuing entity.  The certificates will be retained by the depositor and by Verizon DPPA True-up Trust.  The issuing entity will issue the notes in the table below as part of Series [_]-[_] and only these notes are offered by this prospectus.

Notes(1)		Initial Note Balance*			Interest Rate*		Accrual Method*		Anticipated Redemption Date		Final Maturity Date
Class A-1[a] notes**		}	$[___](2) (aggregate)		[[_]%][(3)]		[30/360]		[_]		[_]
[Class A-1b notes]**					[Compounded SOFR [+][-] [_]%[(3)](4)(5)]		[Actual/360]		[_]		[_]
Class A-2 notes		$[___]			[[_]%][(3)]		[30/360]		[_]		[_]
Class A-3 notes		$[___]			[[_]%][(3)]		[30/360]		[_]		[_]
Class B notes		$[___]			[[_]%][(3)]		[30/360]		[_]		[_]
Class C notes		$[___]			[[_]%][(3)]		[30/360]		[_]		[_]
Class D notes		$[___]			[[_]%][(3)]		[30/360]		[_]		[_]
Class E notes		$[___]			[[_]%][(3)]		[30/360]		[_]		[_]
Total		$[___]
		Initial Public Offering Price			Underwriting Discounts and Commissions				Net Proceeds(6)
Class A-1[a] notes		$[___]			[_]%				[___]
[Class A-1b notes]		$[___]			[_]%				[___]
Class A-2 notes		$[___]			[_]%				[___]
Class A-3 notes		$[___]			[_]%				[___]
Class B notes		$[___]			[_]%				[___]
Class C notes		$[___]			[_]%				[___]
Class D notes		$[___]			[_]%				[___]
Class E notes		$[___]			[_]%				[___]
Total		$[___]

•

The issuing entity will pay interest on the notes on the [_] day of each month (or if not a business day, the next business day).  The first payment date will be [___], 20[_].  It is not expected that any payments of principal will be made on the notes prior to the payment date in [___] 20[_], unless the amortization period begins or the notes are redeemed prior to such date.

•

The notes may be subject to optional redemption on any date on or after [the payment date in] [___] 20[_].  [If the issuing entity effects an optional redemption on any date prior to [the payment date occurring in] [___], 20[_], the issuing entity will be required to pay a make-whole payment in connection with such redemption.]

•

The notes are expected, but not required, to be redeemed by the issuing entity on or before the payment date in [___] 20[_].  If the notes have not been redeemed as of [the payment date in] [___], 20[_], an amortization event will occur on such payment date [and, beginning on such payment date, in addition to interest at the stated interest rate, each class of notes will accrue additional interest at the additional interest rate applicable to that class of notes, which accrued additional interest amounts will be distributed to noteholders as set forth under “Description of the Notes—Priority of Payments”]. See “Description of the Notes—Optional Redemption.”

•

On the closing date, the credit and payment enhancement for the notes will consist of a reserve account, [a letter of credit,] subordination of the Class B notes, Class C notes, Class D notes and Class E notes, overcollateralization, [an interest rate [cap][swap] agreement,] [subordination of a portion of the transferor’s allocation,] and excess spread.

[____]
[(sole structurer)]	[____]	[____]

[____]

[____]

[____]

•

Trust and Transaction Structure Diagram – illustrates the structure of the trust, this securitization transaction and the credit and payment enhancement available for the notes,

•

Transaction Credit and Payment Enhancement Diagram – illustrates the credit and payment enhancement available for the notes on the closing date and how credit and payment enhancement is used to absorb losses on the receivables,

•

Transaction Parties and Documents Diagram – illustrates the role of each transaction party and the obligations that are governed by each transaction document relating to the notes,

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Transaction Payments Diagram – illustrates how series [_]-[_] available funds will be paid on each payment date,

•

Summary – describes the transaction parties, the main terms of the issuance of and payments on the notes, the assets of the issuing entity, the cash flows in this securitization transaction and the credit and payment enhancement available for the notes, and

•

Risk Factors – describes the most significant risks of investing in the notes.

(1)

The Certificates are held by the Depositor and Verizon DPPA True-up Trust, as nominee of the Originators [and equityholder of the Additional Transferor, which is another Delaware statutory trust similar to the Trust, which is beneficially owned by the Originators].  The Certificates represent the ownership interest in the Trust and are entitled to (i) distributions of the Transferor’s Allocation on each Payment Date, [(ii) any Series [_]-[_] Available Funds not needed on any Payment Date to make payments on the Notes, or to make any other required payments or deposits according to the priority of payments described under “Description of the Notes—Priority of Payments,”] (iii) any collections on or proceeds of any Trust DPPAs allocated to any other Series not needed to make payments on the related Credit Extensions, or to make any other required payments or deposits according to the priority of payments for such Series and (iv) investment earnings on amounts held in the Collection Account or any Series Bank Accounts.  [A portion of the Transferor’s Allocation on each Payment Date equal to the Series [_]-[_] Allocation Percentage of the Available Subordinated Amount is subordinated to the Notes.]  [Series [_]-[_] also includes the Class R Interest, which represents an “eligible horizontal residual interest” pursuant to the U.S. Risk Retention Rules representing the right to any Series [_]-[_] Available Funds not needed on any Payment Date to make payments on the Notes, or to make any other required payments or deposits according to the priority of payments described under “Description of the Notes—Priority of Payments.”  For more details about the Class R Interest, see “U.S. Credit Risk Retention.”]

(2)

The Trust [has issued [_] other Series of notes (Series [_]-[_], Series [_]-[_] and Series [_]-[_])] [and] [has entered into [_] Series of loans (Loan Series [_]-[_] and Loan Series [_]-[_])].  [The main terms of each such Group [_] Series Outstanding are summarized in Annex B.]  The Trust [may issue another Series of notes (Series [_]-[_]) on or about the Closing Date, and] expects to issue or enter into in the future[,] other Series of notes and loans.  The notes and loans of any Series are secured by all of the Trust’s assets but are only entitled to the portion of collections on and proceeds of the Trust DPPAs designated to the related Group that are allocated to it under the transaction documents, except to the extent Trust DPPAs designated to any other Group are sold upon the occurrence of an Event of Default and an acceleration of the Notes in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default.”

[(3)	[The Depositor or one or more of its affiliates][Verizon DPPA True-up Trust, as nominee of the Originators [and equityholder of the Additional Transferor]] [may][will] initially retain [the Class [_] Notes][all or a portion of one or more classes of Notes].]

[(4)

The allocation of the initial Note Balance between the Class A-1a Notes and Class A-1b Notes will be determined on the day of pricing of the Notes offered hereunder.  The Depositor expects that the initial Note Balance of the Class A-1b Notes will not exceed [_]% of the aggregate initial Note Balance of the Class A-1a Notes and the Class A-1b Notes.  If the aggregate initial Note Balance of the Notes is increased or decreased, such maximum initial Note Balance of the Class A-1b Notes will be increased or decreased, as applicable, proportionately.]

(5)

On the Closing Date, the Reserve Account will be [fully] funded [with an amount equal to][by a Letter of Credit provided by [_] in an amount equal to] $[_], which is the Required Reserve Amount as of the Closing Date].  For more details about the Reserve Account, you should read “Credit and Payment Enhancement—Reserve Account.”

(6)

All Notes other than the Class E Notes benefit from subordination of more junior classes to more senior classes.  The order of subordination varies depending on whether interest or principal is being paid and whether an Event of Default that results in acceleration has occurred.  For more details about subordination, you should read “Description of the Notes—Priority of Payments,” “—Post-Acceleration Priority of Payments” and “Credit and Payment Enhancement—Subordination.”

(7)

Overcollateralization is the amount by which, on any date of determination, (x) the Series [_]-[_] Allocated Pool Balance exceeds (y) the aggregate Note Balance of the Notes.  The Series [_]-[_] Required Overcollateralization Percentage is [_]% and the Series [_]-[_] Required Overcollateralization Amount is initially equal to $[_].  For more details about overcollateralization, you should read “Credit and Payment Enhancement—Overcollateralization.”

(8)

[Excess spread for Series [_]-[_] on any Payment Date will be equal to the excess of (i) the product of (a) the Series [_]-[_] Discount Rate and (b) the Series [_]-[_] Available Funds for such Payment Date over (ii) the sum of (a) the aggregate amount of interest payments required to be made on the Notes on such Payment Date and (b) the aggregate amount of senior fees and expenses of the Trust that are allocated to Series [_]-[_] on such Payment Date.]

[(9)

The Class A-1b Notes bear interest at a floating rate based on a spread over a Benchmark, which initially will be Compounded SOFR, as described under “Description of the Notes—Payments of Interest—Floating Rate Benchmark; Benchmark Transition Event.”  [Although [the][certain] Receivables are non-interest bearing and any additional Receivables may also be non-interest bearing, the Receivables are discounted at a fixed rate, thereby creating basis risk between the Receivables and the floating rate Class A-1b Notes.]  [To mitigate this basis risk and the impact of fluctuations in Compounded SOFR, the Trust will enter into a [Cap][Swap] Agreement on the terms described under “The [Cap][Swap] Agreement.”]]

*	[Note: The number of classes of notes and payment priorities are for illustrative purposes only.  In a particular transaction the number of classes and payment priorities may differ.]

**	[Note: The types of credit and payment enhancement listed are for illustrative purposes only.  In a particular transaction the types of credit and payment enhancement may include all or some of the types listed.]

(1)

The Class A Notes consist of the Class A-1[a] Notes [and the Class A-1b Notes][, which Notes rank pari passu,] the Class A-2 Notes and the Class A-3 Notes.  All Notes other than the Class E Notes benefit from subordination of more junior classes to more senior classes.  The order of the subordination varies depending on whether interest or principal is being paid and whether an Event of Default that results in acceleration has occurred.  For more details about subordination, you should read “Description of the Notes—Priority of Payments,” “—Post-Acceleration Priority of Payments” and “Credit and Payment Enhancement—Subordination.”

(2)

On the Closing Date, the Reserve Account will be [fully] funded [with an amount equal to][by a Letter of Credit provided by [_] in an amount equal to] $[_], which is the Required Reserve Amount as of the Closing Date.  For more details about the Reserve Account, you should read “Credit and Payment Enhancement—Reserve Account.”

(3)

Overcollateralization is the amount by which, on any date of determination, (x) the Series [_]-[_] Allocated Pool Balance exceeds (y) the aggregate Note Balance of the Notes.  The Series [_]-[_] Required Overcollateralization Percentage is [_]% and the Series [_]-[_] Required Overcollateralization Amount is initially equal to $[_].  For more details about overcollateralization, you should read “Credit and Payment Enhancement—Overcollateralization.”

(4)

[Excess spread for Series [_]-[_] on any Payment Date will be equal to the excess of (i) the product of (a) the Series [_]-[_] Discount Rate and (b) the Series [_]-[_] Available Funds for such Payment Date over (ii) the sum of (a) the aggregate amount of interest payments required to be made on the Notes on such Payment Date and (b) the aggregate amount of senior fees and expenses of the Trust that are allocated to Series [_]-[_] on such Payment Date.]

*	[Note: The number of classes of notes and payment priorities are for illustrative purposes only.  In a particular transaction the number of classes and payment priorities may differ.]

**	[Note: The types of credit and payment enhancement listed are for illustrative purposes only.  In a particular transaction the types of credit and payment enhancement may include all or some of the types listed.]

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2	In a particular transaction there may be more than one additional transferor.  The prospectus at the time of an offering will include specific disclosure about each additional transferor, if any.

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4

The number of classes and the interest rate presented in this table are for illustrative purposes only.  In a particular transaction there may be more or fewer classes of notes offered, which may bear fixed interest rates or floating interest rates.  The prospectus at the time of an offering will include specific disclosure about the classes of notes being offered, including any relevant risk factor disclosure about the different classes of notes.  In addition, for illustrative purposes, the prospectus contemplates that the Class A-1b notes will accrue interest at a floating rate based on a benchmark equal to Compounded SOFR.  In a particular transaction, none or different classes of notes may accrue interest at a floating rate and that floating rate of interest may be based on a benchmark different than Compounded SOFR.

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5	A transaction may or may not require make-whole payments.

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6	For illustrative purposes, this prospectus contemplates that payments on the notes will be made monthly.  The prospectus at the time of an offering will include disclosure if payments on the notes will be made at a different frequency.

7	The concentration limits are for illustrative purposes only.  A particular transaction may not have the same concentration limits as set forth herein, or such tests may be revised as appropriate or as required.

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8

The interest payments and calculations presented in this prospectus are for illustrative purposes only.  In a particular transaction there may be more or fewer classes of notes that bear fixed interest rates or floating interest rates.  The prospectus at the time of an offering will include specific disclosure about the interest rates on the classes of notes being offered.

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9

For illustrative purposes, the prospectus contemplates that the Class A-1b notes will accrue interest at a floating rate based on Compounded SOFR.  In a particular transaction, none or different classes of notes may accrue interest at a floating rate and such floating rate of interest may be based on an index different than Compounded SOFR.

10

For illustrative purposes, the prospectus contemplates that principal will be paid on certain classes of notes on a pro rata basis while other classes of notes will receive payments of principal sequentially.  In a particular transaction none or different classes of notes may be paid principal on a pro rata basis or sequentially.

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11	The amortization events included in this prospectus are for illustrative purposes only.  A particular transaction may include different amortization events.

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12	The number of classes of notes and payment priorities are for illustrative purposes only.  In a particular transaction the number of classes and payment priorities may differ.

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13	In any transaction, the reserve account may be funded upfront on the Closing Date, over time by the application of collections on the receivables or through a letter of credit.  In any transaction, the “required reserve amount” may be calculated differently.

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14	In any transaction, the trust may execute a letter of credit with a bank with respect to the reserve account.

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15	In any transaction, the required overcollateralization percentage may be calculated differently.

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16

For illustrative purposes, the prospectus contemplates that the Class A-1b notes will be covered by an interest rate cap or swap agreement.  In a particular transaction, none, additional or different classes of notes may be covered by an interest rate cap or swap agreement and any interest rate cap or swap agreement may require payments of interest based on a different Benchmark.

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17	The voting rights of Creditors of any Series may be different from the voting rights of Creditors of any other Series.  A description of the voting rights for the Creditors of a Series will be disclosed in the prospectus related to that Series.

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•

The Notes may not be redeemed by the Anticipated Redemption Date, which may result in interest rate risk.

•

The terms of other Group [_] Series may affect the timing and amounts of the payments on your Notes.

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Payment priorities increase the risk of losses or payment delays for certain classes of Notes[, and Class B Notes, Class C Notes, Class D Notes and Class E Notes are subject to greater risk of loss because of subordination].

•

Principal payments on the Notes may occur earlier than expected, which may result in reinvestment risk.

•

Principal payments on the Notes may occur later than expected, which may result in interest rate risk.

•

[An increase or decrease in the aggregate initial Note Balance of the Notes may affect the liquidity of your Notes or dilute your voting rights, as applicable.]

•

[The unknown initial Note Balance of the Class A-1a Notes and Class A-1b Notes may expose Noteholders to basis risk [and [Cap][Swap] Counterparty risk].]

•

Your limited control (including over actions of the Trust and over amendments to the transaction documents), and conflicts between classes of Notes and conflicts between different Group [_] Series, may result in losses on your Notes.

•

[Uncertainty about SOFR’s differences from LIBOR, including its composition, characteristics and market acceptance, may have an adverse impact on the Class A-1b Notes.]

•

[The use of SOFR in asset-backed securities transactions is relatively new in the marketplace, and there may be unanticipated problems in the use, calculation or performance of SOFR.]

•

[Compounded SOFR with respect to a particular Accrual Period will only be capable of being determined near the end of the relevant Accrual Period.]

•

[SOFR may be modified or discontinued and the Class A-1b Notes may bear interest by reference to a rate other than Compounded SOFR, and the Administrator will make certain determinations with respect to the Class A-1b Notes, any of which could adversely affect the value of the Class A-1b Notes.]

•

[The Trust may issue floating rate notes, but will not enter into any interest rate cap agreement with respect to the Class A-1b Notes, which could lead to shortfalls in payments or losses on your notes.]

•

[Inadequate payments made by the [Cap][Swap] Counterparty under the [Cap][Swap] Agreement, or termination of the [Cap][Swap] Agreement and the inability to locate a replacement [cap][swap] counterparty, may result in losses on your Notes.]

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•

Insufficient Collections on the Receivables allocated to Series [_]-[_] will result in losses on your Notes.

•

Limited recoveries on defaulted Receivables and the unavailability of recoveries on Written-Off Receivables may result in losses on your Notes.

•

From time to time, Receivables may be added or removed, which may decrease the credit quality of the assets of the Trust designated to Group [_] and may impact payments on the Notes.

•

Performance of the Receivables depends on many factors and may worsen in an economic downturn, which may result in payment delays or losses on your Notes.

•

The characteristics of the Receivables as of the Statistical Calculation Date may differ from the characteristics of the Receivables on the Closing Date.

•

Geographic concentration of the Receivables may result in payment delays or losses on your Notes.

•

Interests of other Persons in the Receivables could reduce funds available to pay your Notes.

•

Payments on the Receivables will be subordinated to certain other payments by the Obligors, which may result in payment delays or losses on your Notes.

•

Verizon Wireless’ Upgrade Offers may adversely impact Collections on the Receivables and the timing of principal payments, which may result in reinvestment risk, and may present bankruptcy risks, which may result in losses on your Notes.

•

The application of credits to Obligor accounts may reduce payments received on the Receivables, which may result in payment delays or losses on your Notes.

•

Increased delinquencies and defaults may result if an Obligor under a Receivable no longer has a functioning wireless device, which may result in losses on your Notes.

•

An interruption or degradation of wireless service provided by Verizon Wireless could result in reduced Collections on the Receivables and may result in losses on your Notes.

•

A wireless device recall or manufacturing defect may result in delayed payments or losses on your Notes.

•

An Originator’s or the Servicer’s failure to reacquire or acquire Receivables that do not comply with consumer protection laws may result in payment delays or losses on your Notes.

•

The Servicer’s inability to perform its obligations, or Cellco’s removal or resignation as Servicer, may result in payment delays or losses on your Notes.

•

The Servicer’s ability to commingle Collections with its own funds may result in payment delays or losses on your Notes.

•

Conflicts of interest among certain transaction parties may result in losses on your Notes.

•

The financial condition or bankruptcy of certain transaction parties may affect their ability to perform their obligations, which may result in payment delays or losses on your Notes.

•

Federal financial regulatory reform could have an adverse impact on certain transaction parties, which could adversely impact the servicing of the Receivables or the securitization of Device Payment Plan Agreements.

•

[The Notes may not be a suitable investment for investors subject to the EU Securitization Regulation or the UK Securitization Regulation.]

•

A reduction, withdrawal or qualification of the ratings on your Notes, or the issuance of unsolicited ratings on your Notes, could adversely affect the market value of your Notes and/or limit your ability to resell your Notes.

•

[The ratings of the [Cap][Swap] Counterparty [or] [[the][any] Letter of Credit Provider] may affect the ratings of the Notes.]

•

The Notes are not suitable for all investors.

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The potential absence of a secondary market for the Notes, potential financial market disruptions, potential lack of liquidity in the secondary market and the [possible] retention by the Depositor of certain of the Notes may affect the market value of your Notes or your ability to resell them.

•

The absence of physical Notes may limit your ability to exercise rights directly and there may be delays in receiving payments as the result of the Notes being held in book-entry form.

Risks Related to the Structure of the Notes and the Trust
The Notes may not be redeemed by the Anticipated Redemption Date, and Noteholders will bear all interest rate risk resulting from principal payments on the Notes occurring later than expected	The Trust is expected, but is not required, to redeem the Notes by the Anticipated Redemption Date.  The Trust is a special purpose entity with no material assets other than the Receivables and other Trust DPPAs.  Unlike traditional securitizations, where the source of payments to investors is periodic payments on loans or other receivables, this transaction contemplates that the Trust will make a substantial balloon payment on or prior to the Anticipated Redemption Date to redeem the Notes.  The Trust’s ability to redeem the Notes may depend on its ability to issue another Group [_] Series to refinance the Notes or the Trust’s ability to sell Receivables at a sufficiently high price, which, in turn, will depend on a number of factors prevailing at the time such refinancing or sale is required, including but not limited to the market for the Receivables, the availability of credit, prevailing interest rates and general economic conditions.  If the Trust is unable to issue another Group [_] Series to refinance the Notes or to sell Receivables at a sufficiently high price, the Trust may not have sufficient cash available to it (including distributions on the Certificates, proceeds of the issuance of another Series, proceeds of sales of Receivables to another Verizon special purpose entity and/or a third-party purchaser, amounts on deposit in the Principal Funding Account and the Reserve Account or capital contributions by the Certificateholders) to redeem the Notes.  There can be no assurances that the Trust will be able to redeem the Notes by the Anticipated Redemption Date.  The failure of the Trust to redeem the Notes as of the Anticipated Redemption Date will be an Amortization Event, but will not be an Event of Default.
The terms of other Group [_] Series may affect the timing and amounts of the payments on your Notes	The Trust may issue or enter into additional Group [_] Series from time to time without your consent.  The terms of a new Group [_] Series may be different from Series [_]-[_], which may affect the allocation of Collections on the Receivables to Series [_]-[_].  For instance, other Group [_] Series may have different discount rates, eligibility criteria, concentration limits, interest rates, required overcollateralization percentages, revolving periods, amortization events, anticipated redemption dates and/or final maturity dates, which may cause some Group [_] Series to amortize earlier than Series [_]-[_].   Other Group [_] Series may have (i) more-stringent concentration limits than the Series [_]-[_] Concentration Limits, (ii) more-stringent eligibility criteria than the eligibility criteria for Series [_]-[_] and/or (iii) a higher discount rate than the Series [_]-[_] Discount Rate.  If a Group [_] Series has more stringent concentration limits than the Series [_]-[_]

	Concentration Limits, more-stringent eligibility criteria than the eligibility criteria for Series [_]-[_] or a higher discount rate than the Series [_]-[_] Discount Rate, the positive difference of the Adjusted Series Invested Amount for such Group [_] Series over the Series Invested Amount for such Group [_] Series may be proportionally larger than the positive difference of the Adjusted Series Invested Amount for Series [_]-[_] over the Series Invested Amount for Series [_]-[_].  The Adjusted Series Invested Amount for each Group [_] Series is used to determine the Series Allocation Percentage for such Group [_] Series.  Consequently, in the event that a Pool Balance Deficit exists, if any Group [_] Series has more stringent concentration limits than the Series [_]-[_] Concentration Limits, more-stringent eligibility criteria than the eligibility criteria for Series [_]-[_] and/or a higher discount rate than the Series [_]-[_] Discount Rate, such circumstance may result in reduced Group [_] Available Funds allocated to Series [_]-[_] on any Payment Date than would be the case if the concentration limits, eligibility criteria and discount rate for each Group [_] Series were the same.   Because some actions require the consent of Majority Group [_] Creditor Representatives, additional Group [_] Series may dilute the voting rights of your Notes.  In addition, the Trust may also issue Series related to other Groups of Trust DPPAs.  Because certain actions of the Trust will require the consent of Majority Trust Creditor Representatives, the addition of Groups may further dilute the voting rights of your Notes.  The interests of the Creditors of a new Group [_] Series or Group may be different from your interests.
Payment priorities increase the risk of loss by, or delay in payment to, holders of certain classes of Notes	Based on the priorities described under “Description of the Notes—Priority of Payments,” during the Amortization Period, classes of Notes that receive principal payments before other classes will be repaid more rapidly than the other classes.  [Because principal of the Notes will be paid sequentially20 (except in the case of [(i) the Class A-1a Notes and the Class A-1b Notes, which will be paid pro rata, based on the Note Balance of the Class A-1a Notes and Class A-1b Notes on the related Payment Date, before giving effect to any payments made on that date and (ii)] the Class A-2 Notes and Class A-3 Notes after the occurrence of an Event of Default resulting in an acceleration of the Notes) during the Amortization Period, if an Optional Redemption has not been effected by the Trust, classes of Notes lower in payment priority will be Outstanding longer, and therefore, will be exposed to the risk of losses on the Receivables during periods after other classes

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have received most or all amounts payable on their Notes, and after which a disproportionate amount of credit and payment enhancement may have been applied and not replenished.]   If an Optional Redemption has not been effected by the Trust, because of the priority of payment on the Notes, the yields of the classes of Notes lower in payment priority will be more sensitive to losses on the Receivables and the timing of these losses than the classes of Notes higher in payment priority.  Accordingly, the Class A-2 Notes will be relatively more sensitive to losses on the Receivables and the timing of these losses than the Class A-1 Notes; the Class A-3 Notes will be relatively more sensitive to losses on the Receivables and the timing of these losses than the Class A-2 Notes; the Class B Notes will be relatively more sensitive to losses on the Receivables and the timing of these losses than the Class A Notes; the Class C Notes will be relatively more sensitive to losses on the Receivables and the timing of these losses than the Class A Notes and Class B Notes; the Class D Notes will be relatively more sensitive to losses on the Receivables and the timing of these losses than the Class A Notes, Class B Notes and Class C Notes; and the Class E Notes will be relatively more sensitive to losses on the Receivables and the timing of these losses than the Class A Notes, Class B Notes, Class C Notes and Class D Notes.  If the actual rate and amount of losses exceed expectations, and if amounts [available under [the][any] Letter of Credit and] in the Reserve Account are insufficient to cover the resulting shortfalls on any Payment Date, it may adversely affect the yield on your Notes, and you may incur losses on your Notes.   In addition, the Notes are subject to risk because payments of principal and interest on the Notes on each Payment Date are subordinated to the payment of the Servicing Fee, certain amounts payable to the Master Collateral Agent, the Indenture Trustee, the Owner Trustee[, the Letter of Credit Provider] and the Asset Representations Reviewer in respect of fees, expenses and indemnification amounts[, senior swap payments] and certain amounts payable to the successor servicer in respect of a one-time engagement fee.  As a result, payments on your Notes may be delayed or you may incur losses on your Notes.   For additional information, you should refer to “—Collections on Receivables allocated to Series [_]-[_], and any credit or payment enhancement, are the only source of payment for your Notes, and if they are not sufficient, you will incur losses on your Notes” below.

[Holders of Class B Notes, Class C Notes, Class D Notes and Class E Notes will be subject to greater risk of loss because of subordination]

[The Class B Notes bear a greater risk of loss than the Class A Notes, the Class C Notes bear a greater risk of loss than the Class A Notes and Class B Notes, the Class D Notes bear a greater risk of loss than the Class A Notes, Class B Notes and Class C Notes, and the Class E Notes bear a greater risk of loss than the Class A Notes, Class B Notes, Class C Notes and Class D Notes because of the subordination features of the transaction.  Payment of principal of the Class B Notes is subordinated to payment of interest on and principal of the Class A Notes.  Payment of principal of the Class C Notes is subordinated to payment of interest on and principal of the Class A Notes and Class B Notes.  Payment of principal of the Class D Notes is subordinated to payment of interest on and principal of the Class A Notes, Class B Notes and Class C Notes.  Payment of principal of the Class E Notes is subordinated to payment of interest on and principal of the Class A Notes, Class B Notes, Class C Notes and Class D Notes.   If a Priority Principal Payment is required on any Payment Date (including for deposit into the Principal Funding Account, as applicable), interest on each class of Notes will be subordinated to the payment of allocation of any such required Priority Principal Payments ranking higher in payment priority, until such Priority Principal Payments have been paid (or deposited into the Principal Funding Account, as applicable) in full.   [In addition, so long as any Class A Notes are Outstanding, failure to pay interest on the Class B Notes will not be an Event of Default.  So long as any Class A Notes or Class B Notes are Outstanding, failure to pay interest on the Class C Notes will not be an Event of Default.  So long as any Class A Notes, Class B Notes or Class C Notes are Outstanding, failure to pay interest on the Class D Notes will not be an Event of Default.  So long as any Class A Notes, Class B Notes, Class C Notes or Class D Notes are Outstanding, failure to pay interest on the Class E Notes will not be an Event of Default.]   In addition, in the event the Notes are accelerated and declared to be due and payable following the occurrence of an Event of Default, no interest or principal will be paid to the Class B Notes until the Class A Notes have been paid in full, no interest or principal will be paid to the Class C Notes until the Class A Notes and Class B Notes have been paid in full, no interest or principal will be paid to the Class D Notes until the Class A Notes, Class B Notes and Class C Notes have been paid in full, and no interest or principal will be paid to the Class E Notes until the Class A Notes, Class B Notes, Class C Notes and Class D Notes have been paid in full.  Only the most senior class of Notes Outstanding, as the Controlling

	Class, may accelerate the Notes or direct the Indenture Trustee, as Creditor Representative, to vote in respect of Series [_]-[_] in the exercise of remedies under the Master Collateral Agreement upon an Event of Default, including in connection with the sale of the Receivables and other assets of the Trust designated to Group [_] in certain circumstances (and, in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default,” other Trust DPPAs designated to any other Group).  Because of the subordination provisions of the transaction, the Controlling Class may have an incentive to accelerate the Notes and/or to cause the Indenture Trustee to vote to cause the sale of the Receivables and other assets of the Trust designated to Group [_] (and, in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default,” other Trust DPPAs designated to any other Group), since the Controlling Class must be paid in full before any of the more junior classes are entitled to any payments; provided, that the Receivables and other assets of the Trust designated to Group [_] (and, in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default,” other Trust DPPAs designated to any other Group) will only be sold by the Master Collateral Agent upon the occurrence of an Event of Default and an acceleration of the Notes in the circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default”.  The Class E Notes, as the most subordinated class of Notes, bear the greatest risk of loss.]
Noteholders will bear all reinvestment risk resulting from principal payments on the Notes occurring earlier than expected	It is not anticipated that any principal payments will be made on the Notes prior to the Anticipated Redemption Date.  However, if an Amortization Event occurs prior to the Anticipated Redemption Date, the Amortization Period will begin earlier than anticipated and the Trust will pay principal of your Notes earlier than expected.  During the Amortization Period, the Notes are required to be paid in full, sequentially by class [(with any principal payments applied to the Class A[-1] Notes allocated to the Class A-1a Notes and Class A-1b Notes, pro rata, based on the Note Balance of the Class A-1a Notes and Class A-1b Notes on the related Payment Date, before giving effect to any payments made on that date)].  In addition, while the Notes are expected to be redeemed on the Anticipated Redemption Date, an Optional Redemption of the Notes may occur prior to the Anticipated Redemption Date on any date on or after the Earliest Redemption Date.

	For a full description of the circumstances giving rise to an Amortization Event, see “Description of the Notes—Amortization Period.”   During the Amortization Period, the rate of payment on the Notes will also depend on the rate of payment on the Receivables, including prepayments.  Faster than expected rates of prepayments on the Receivables will cause the Trust to pay principal of your Notes more quickly during the Amortization Period.  Prepayments on the Receivables will occur if:
	•	Obligors prepay all or a portion of their Receivables, including in connection with entering into an Upgrade Contract,
	•	the Servicer acquires modified or impaired Receivables, including cancelled Receivables,
	•	an Originator or the Servicer, as applicable reacquires Receivables that were not Eligible Receivables as of the related Acquisition Date or Designation Date, as applicable,
	•	the Marketing Agent acquires, or causes the related Originator to acquire, a transferred Receivable, or the Marketing Agent makes certain payments, or requires the related Originator to make certain payments, with respect to credits granted to an Obligor under a Receivable, or
	•	the Marketing Agent prepays, or causes the related Originator to prepay, a Receivable under the terms of an Upgrade Contract.
	A variety of economic, social and other factors will influence the rate of prepayments on the Receivables, including individual Obligor circumstances, the types of Verizon Wireless marketing programs and those of its competitors, changes in technology, changes in customer preferences for certain wireless devices, the release of new versions of certain manufacturer’s wireless devices and changes in the demand for wireless devices in general during celebration seasons that occur during the calendar year, and changes made by the Servicer to the order in which the Servicer applies payments and credits to an Obligor’s account.  For a discussion of risks related to certain economic, social and other factors affecting individual Obligors, see “—Performance of the Receivables is uncertain and depends on many factors and may worsen in an economic downturn, which may increase the likelihood that payments on your Notes will be delayed or that you will incur losses on your Notes” below.  Verizon Wireless permits customers to cancel their Device Payment Plan Agreement, including any Receivable, for [thirty (30) days after origination].  In addition, Verizon Wireless has permitted, and may permit in the future, cancellations of Device Payment Plan Agreements

	for specified periods of time during holiday periods.  No prediction can be made about the actual prepayment rates that will occur for the Receivables.  For a discussion of additional risks related to Upgrade Offers, see “—Verizon Wireless’ Upgrade Offers may adversely impact Collections on the Receivables and the timing of principal payments, which may result in reinvestment risk” below.   You will bear all reinvestment risk resulting from principal payments on your Notes occurring earlier than expected as a result of the circumstances and factors described above.
Noteholders will bear all interest rate risk resulting from principal payments on the Notes occurring later than expected	Other than in connection with an Optional Redemption on or after the Earliest Redemption Date, no principal will be paid on the Notes until the Amortization Period begins.  It is anticipated that the Trust will redeem the Notes by the Anticipated Redemption Date, but the Trust has no obligation to do so.  Whether the Trust effects an Optional Redemption depends on the ability of the Trust to obtain cash sufficient to pay all principal of and accrued and unpaid interest on the Notes, [and any applicable Make-Whole Payments and Additional Interest Amounts due and payable on that date,] in full in connection therewith.  The Trust may redeem the Notes with any amounts available to it for such purpose, including distributions on the Certificates, proceeds of the issuance of another Series, proceeds of sales of Receivables to another Verizon special purpose entity and/or a third-party purchaser, amounts on deposit in the Principal Funding Account and the Reserve Account or capital contributions by the Certificateholders.  Whether such amounts are available to the Trust will be dependent on a number of factors prevailing at the time an Optional Redemption may be exercised, including, among other things, the market for and the value of the Receivables, prevailing interest rates, the availability of credit and general economic conditions.  There can be no assurance that the Trust will have sufficient funds to effect an Optional Redemption or that the Trust will effect an Optional Redemption on any date when it is eligible to do so.   In addition, the Trust does not have an obligation to pay a specified amount of principal of any class of Notes on any date other than the remaining Outstanding amount of that class of Notes on its Final Maturity Date.  Failure to pay principal of any class of Notes on any Payment Date will not be an Event of Default until the Final Maturity Date of that class.  If the Notes have not been redeemed as of the Anticipated Redemption Date, an Amortization Event will occur and the Amortization Period will begin.  During the Amortization Period, the Notes are required to be paid in full, sequentially by class [(with any principal payments applied to the Class A[-1]

	Notes allocated to the Class A-1a Notes and Class A-1b Notes, pro rata, based on the Note Balance of the Class A-1a Notes and Class A-1b Notes on the related Payment Date, before giving effect to any payments made on that date)], and no principal will be paid on any class of Notes until all senior classes of Notes have been paid in full. If principal of your Notes is paid later than expected, it may adversely affect the yield on your Notes.  You will bear all interest rate risk resulting from principal payments on your Notes occurring later than expected.
[An increase or decrease in the aggregate initial Note Balance of the Notes may affect the liquidity of your Notes or dilute your voting rights, as applicable]	[The Trust may offer and sell Notes of each class having an initial Note Balance that is greater than or less than the Note Balance shown on the cover page of this prospectus depending on, among other considerations, market conditions and demand for the Notes. The aggregate initial Note Balance of the Notes is not expected to be known until pricing.  The size of a class of Notes may affect liquidity of that class, with smaller classes being less liquid than larger classes.  In addition, if your class of Notes is larger than you expected, then you will hold a smaller percentage of that class of Notes and the voting power of your Notes will be diluted.]
[The unknown allocation of the Class A-1a Notes and Class A-1b Notes may expose Noteholders to basis risk [and [Cap][Swap] Counterparty risk]]	[The allocation of the initial Note Balance between the Class A-1a Notes and Class A-1b Notes may not be known until the time of pricing, but the Depositor expects that the initial Note Balance of the Class A-1b Notes will not exceed [_]% of the aggregate initial Note Balance of the Class A-1a Notes and the Class A-1b Notes.  Investors should not expect further disclosure of these matters prior to their entering into commitments to purchase these classes of Notes.  The greater the initial Note Balance of the Class A-1b Notes is, the more exposure Noteholders will have to basis risk [and [Cap][Swap] Counterparty risk].  See [“—Payments on the Notes may be dependent on payments made by the [Cap][Swap] Counterparty under the [Cap][Swap] Agreement, and if Series [_]-[_] Available Funds are not adequate, you may incur losses on your Notes] below][“—Series [_]-[_] will include floating rate Notes, but the Trust will not enter into any interest rate hedge agreements in respect of Series [_]-[_], so if interest rates rise, you may incur losses on your Notes” below].]
Because you have limited control over actions of the Trust and amendments to the transaction documents, and conflicts between classes of Notes may occur, your Notes may be adversely affected	The Trust will pledge the Receivables to the Master Collateral Agent to secure payment of the Group [_] Credit Extensions.  In the event that certain votes or directions may occur or be given under the Master Collateral Agreement by a specified percentage of Group [_] Creditors, the Controlling Class will direct the Indenture Trustee, as Group [_] Creditor Representative for Series [_]-[_], as to how it should vote or direct such matters; provided that if any vote or direction under the Master Collateral Agreement requires the consent or direction of Creditor

	Representatives representing all Credit Extensions, or Group [_] Creditor Representatives representing all Group [_] Credit Extensions, the Indenture Trustee, as Creditor Representative for Series [_]-[_], will only vote or give such direction in accordance with the direction of 100% of the Noteholders.  Any such vote or direction by the Indenture Trustee, as Creditor Representative for Series [_]-[_], at the direction of the Controlling Class, will be made on behalf of all Noteholders, notwithstanding that such action was taken solely at the direction of the Controlling Class.  In particular, the Controlling Class will be entitled to direct the Indenture Trustee to accelerate the Notes after an Event of Default, waive Events of Default (other than failure to pay principal or interest or for a breach of a covenant or term that can only be waived with the consent of all Noteholders), vote to terminate the Servicer upon a Servicer Termination Event, vote to waive Servicer Termination Events and to direct the Indenture Trustee with respect to certain other actions or votes in connection with remedies or rights available to Noteholders.
	In addition, as described under “The Trust,” “Servicing the Receivables and the Securitization Transaction—Amendments to Transfer and Servicing Agreement,” “Description of the Notes—Amendments to Master Collateral Agreement” and “Description of the Notes—Amendments to Indenture,” upon the satisfaction of certain requirements, certain amendments to the Indenture and other transaction documents can be effected without the consent of any Noteholders, with the consent of only a specified percentage of Noteholders of the Controlling Class or with the consent of a specified percentage of the Creditor Representatives of all Credit Extensions, including Credit Extensions related to Groups other than Group [_].  The Controlling Class will have the right to direct the Indenture Trustee, as Creditor Representative for Series [_]-[_], as to how to vote in connection with any amendments to the transaction documents that require the consent of Creditor Representatives.  [In addition, the Administrator may amend the Indenture for the purpose of making Benchmark Replacement Conforming Changes, without the consent of any other person.]  There can be no assurance as to whether or not amendments effected without a Noteholder vote will adversely affect the performance of the Notes.   Noteholders that are not part of the Controlling Class will have no right to cause the Indenture Trustee to take any of these actions or vote in favor of any of these actions.  Only the Controlling Class will have these rights.  The Controlling Class may have different interests from the Noteholders of other classes and will not be required to consider the effect

	of its actions on the Noteholders of other classes, which may adversely affect your rights under your Notes.  In addition, Creditors of different Groups may have different interests than the Group [_] Creditors and will not be required to consider the interests of the Group [_] Creditors (including Noteholders) in connection with the exercise of rights or remedies under the transaction documents that require the consent or direction of Creditor Representatives from all Groups, which may adversely affect the Notes.   Under the Master Collateral Agreement, a percentage of the Group [_] Creditors (through the applicable Creditor Representative, which for Series [_]-[_] will be the Indenture Trustee) may direct the Master Collateral Agent to take actions after an Event of Default, including liquidating the Receivables.  These actions may be contrary to the actions that you determine to be in your best interest.  The Controlling Class may, in some circumstances, direct the Indenture Trustee to vote, on behalf of Series [_]-[_], to cause the Master Collateral Agent to sell the Receivables and other assets of the Trust designated to Group [_] (and, in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default,” other Trust DPPAs designated to any other Group) after an Event of Default and an acceleration of the Notes even if the proceeds would not be sufficient to pay all of the Notes in full.  In this event, if your Notes cannot be paid in full with the proceeds of a sale of the Receivables and other assets of the Trust designated to Group [_] (and, in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default,” other Trust DPPAs designated to any other Group), you will incur a loss on your Notes
	For a more detailed description of the actions that the Controlling Class may direct, you should read “Description of the Notes—Events of Default—Remedies Following Event of Default” and “Servicing the Receivables and the Securitization Transaction—Resignation and Termination of Servicer.”
[Risks Related to the Issuance of Floating Rate Notes Based on Compounded SOFR]
[SOFR is a relatively new reference rate and its composition and characteristics are not the same as LIBOR]	[On June 22, 2017, the ARRC convened by the Board of Governors of the Federal Reserve System and the FRBNY identified SOFR as the rate that, in the consensus view of the ARRC, represented best practice for use in certain new U.S. dollar derivatives and other financial contracts. SOFR is a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities, and has been published by the FRBNY since April 2018. The FRBNY has also begun publishing historical indicative SOFR from 2014. Investors should not rely

	on any historical changes or trends in SOFR as an indicator of future changes in SOFR.   The use of SOFR may present risks which are currently unknown that could adversely affect the value of and return on the Class A-1b Notes. Due to the emerging and developing adoption of SOFR as an interest rate index, investors who desire to obtain financing for their Class A-1b Notes may have difficulty obtaining any credit or credit with satisfactory interest rates, which may result in lower leveraged yields and lower secondary market prices upon the sale of the Class A-1b Notes.   In addition, the composition and characteristics of SOFR are not the same as those of LIBOR, and SOFR is fundamentally different from LIBOR for two key reasons. First, SOFR is a secured rate, while LIBOR was an unsecured rate. Second, SOFR is an overnight rate, while LIBOR was determined by using a synthetic methodology intended to approximate the rate that would have been calculated by reference to interbank submissions of different maturities (e.g., three months).  As a result, there can be no assurance that SOFR (including Compounded SOFR) will perform in the same way as LIBOR would have at any time, including, without limitation, as a result of changes in interest and yield rates in the market, market volatility or global or regional economic, financial, political, regulatory, judicial or other events.]
[SOFR may be more volatile than other Benchmarks or market rates]	[Since the initial publication of SOFR, daily changes in SOFR have, on occasion, been more volatile than daily changes in other benchmark or market rates, such as LIBOR. Although changes in Compounded SOFR generally are not expected to be as volatile as changes in daily levels of SOFR, the return on and value of the Class A-1b Notes may fluctuate more than floating rate debt securities that are linked to less volatile rates.  To the extent that Compounded SOFR (or the applicable Benchmark) decreases for any Accrual Period, the rate at which the Class A-1b Notes accrue interest for that Accrual Period will be reduced; provided that the interest rate on the Class A-1b Notes for any Accrual Period will not be less than 0.00%.  A negative benchmark rate could result in the interest applied to the Class A-1b Notes decreasing to 0.00% for the related Accrual Period.   In addition, the volatility of SOFR has reflected the underlying volatility of the overnight U.S. Treasury repo market. The FRBNY has at times conducted operations in the overnight U.S. Treasury repo market in order to help maintain the federal funds rate within a target range. There can be no assurance that the FRBNY will continue to conduct such operations in the future, and the duration and extent of any such operations is inherently uncertain. The effect of any

	such operations, or of the cessation of such operations to the extent they are commenced, is uncertain and could be materially adverse to investors in the Class A-1b Notes.]
[Any failure of SOFR to gain market acceptance could adversely affect the Class A-1b Notes]	[According to the ARRC, SOFR was developed for use in certain U.S. dollar derivatives and other financial contracts as an alternative to U.S. dollar LIBOR in part because it is considered a good representation of general funding conditions in the overnight U.S. Treasury repurchase agreement market. However, as a rate based on transactions secured by U.S. Treasury securities, it does not measure bank-specific credit risk and, as a result, it is less likely to correlate with the unsecured short-term funding costs of banks. This may mean that market participants would not consider SOFR a suitable replacement or successor for all of the purposes for which U.S. dollar LIBOR historically was used (including, without limitation, as a representation of the unsecured short-term funding costs of banks), which may, in turn, lessen market acceptance of SOFR. Any failure of SOFR to gain market acceptance could adversely affect the return on and value of the Class A-1b Notes and the price at which investors can sell the Class A-1b Notes in the secondary market.   In addition, if SOFR does not prove to be widely used as a benchmark in securities that are similar or comparable to the Class A-1b Notes, the trading price of the Class A-1b Notes may be lower than those of securities that are linked to rates that are more widely used. Similarly, market terms for floating-rate debt securities linked to SOFR, such as the spread over the base rate reflected in interest rate provisions or the manner of compounding the base rate, may evolve over time, and trading prices of the Class A-1b Notes may be lower than those of later-issued SOFR-based debt securities as a result.  Very limited market precedent exists for securities that use SOFR as the interest rate and the method for calculating an interest rate based upon SOFR in those precedents varies. In addition, the FRBNY only began publishing the SOFR index on March 2, 2020. Accordingly, the use of the SOFR index or the specific formula for the Compounded SOFR rate used in the Class A-1b Notes may not be widely adopted by other market participants, if at all. If the market adopts a different calculation method, that would likely adversely affect the liquidity and market value of the Class A-1b Notes.   Investors in the Class A-1b Notes may not be able to sell the Class A-1b Notes at all or may not be able to sell the Class A-1b Notes at prices that will provide them with a yield comparable to similar investments that have a developed secondary market, and may

	consequently suffer from increased pricing volatility and market risk.]
[Compounded SOFR with respect to a particular Accrual Period will only be capable of being determined near the end of the relevant Accrual Period]	[The level of Compounded SOFR applicable to a particular Accrual Period and, therefore, the amount of interest payable with respect to such Accrual Period will be determined at the SOFR Determination Time for such Accrual Period. Because each such date is near the end of such Accrual Period, you will not know the amount of interest payable with respect to a particular Accrual Period until the fifth U.S. Government Securities Business Day before the related Payment Date and it may be difficult for you to reliably estimate the amount of interest that will be payable on each such Payment Date.  In addition, some investors may be unwilling or unable to trade the Class A-1b Notes without changes to their information technology systems, both of which could adversely impact the liquidity and trading price of the Class A-1b Notes.]
[SOFR may be modified or discontinued and the Class A-1b Notes may bear interest by reference to a rate other than Compounded SOFR, which could adversely affect the value of the Class A-1b Notes]	[SOFR is published by the FRBNY based on data received by it from sources other than Verizon, and Verizon has no control over its methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time. There can be no guarantee, particularly given its relatively recent introduction, that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of investors in the Class A-1b Notes. If the manner in which SOFR is calculated is changed, that change may result in a reduction in the amount of interest payable on the Class A-1b Notes and the trading prices of the Class A-1b Notes. In addition, the FRBNY may withdraw, modify or amend published SOFR or SOFR data in its sole discretion and without notice. The interest rate for any Accrual Period will not be adjusted for any modifications or amendments to SOFR or SOFR data that the FRBNY may publish after the interest rate for that Accrual Period has been determined.   If the Administrator determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred in respect of  SOFR, then the interest rate on the Class A-1b Notes will no longer be determined by reference to SOFR, but instead will be determined by reference to a different Benchmark plus any Benchmark Replacement Adjustment, as further described under the caption “Description of the Notes—Payments of Interest—Floating Rate Benchmark; Benchmark Transition Event.”  These replacement rates and adjustments may be selected, recommended or formulated by (i) the Relevant Governmental Body (such as the ARRC), (ii) ISDA or (iii) in certain circumstances, the Administrator. If a particular Benchmark Replacement or Benchmark

	Replacement Adjustment cannot be determined, then the next-available Benchmark Replacement or Benchmark Replacement Adjustment, as applicable, will apply. In addition, the terms of the Class A-1b Notes expressly authorize the Administrator to make Benchmark Replacement Conforming Changes.  Additionally, a Benchmark Transition Event may have tax consequences, as further described under the caption “Certain U.S. Federal Income Tax Consequences—Tax Consequences to U.S. Owners—Benchmark Transition Event.”   In addition, the composition and characteristics of the Benchmark Replacement will not be the same as those of Compounded SOFR and the Benchmark Replacement may not be the economic equivalent of Compounded SOFR.  There can be no assurance that the Benchmark Replacement will perform in the same way as Compounded SOFR would have at any time and there is no guarantee that the Benchmark Replacement will be a comparable substitute for Compounded SOFR.   The application of a Benchmark Replacement, the calculation of the interest rate on the Class A-1b Notes by reference to a Benchmark Replacement (including the application of a Benchmark Replacement Adjustment), any implementation of Benchmark Replacement Conforming Changes and any other determinations, decisions or elections that may be made under the terms of the Class A-1b Notes in connection with a Benchmark Transition Event, could adversely affect the value of the Class A-1b Notes, the return on the Class A-1b Notes and the price at which you can sell such Class A-1b Notes.]
[The Administrator will make certain determinations with respect to the Class A-1b Notes, which determinations may adversely affect the Class A-1b Notes]	[The Administrator will make certain determinations with respect to the Class A-1b Notes, as further described under “Description of the Notes—Payments of Interest—Floating Rate Benchmark; Benchmark Transition Event.” For example, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the Administrator will make certain determinations with respect to the Class A-1b Notes in its sole discretion as further described under “Description of the Notes—Payments of Interest—Floating Rate Benchmark; Benchmark Transition Event.” Any of these determinations may adversely affect the value of the Class A-1b Notes, the return on the Class A-1b Notes and the price at which you can sell such Class A-1b Notes. Moreover, certain determinations may require the exercise of discretion and the making of subjective judgments, such as with respect to Compounded SOFR or the occurrence or non-occurrence of a Benchmark Transition Event and any Benchmark Replacement Conforming Changes. These potentially subjective determinations may

	adversely affect the value of the Class A-1b Notes, the return on the Class A-1b Notes and the price at which you can sell such Class A-1b Notes. For further information regarding these types of determinations, see “Description of the Notes—Payments of Interest—Floating Rate Benchmark; Benchmark Transition Event.”]
[Series [_]-[_] may include floating rate Notes, but the Trust will not enter into any interest rate cap agreements in respect of Series [_]-[_], so if interest rates rise, you may incur losses on your Notes]	[The Class A-1b Notes bear interest at a floating rate based on the Benchmark, which initially will be Compounded SOFR, as described under “Description of the Notes—Payments of Interest.”  Even though Series [_]-[_] may include the Class A-1b Notes as floating rate Notes, the Trust will not enter into any interest rate cap agreements or any other hedge agreements in respect of Series [_]-[_] in connection with the issuance of the Class A-1b Notes.   The Trust will make payments on the Class A-1b Notes out of Series [_]-[_] Available Funds.  Therefore, an increase in the Benchmark rate would increase the amount due as interest payments on the Class A-1b Notes without any corresponding increase in the amount of interest due on the Receivables or any additional source of funds that provide a source of payment for those increased interest payments.   If the floating rate payable in respect of the Class A-1b Notes increases to the point where the amount of interest and principal due on the Notes, together with other fees and expenses payable by the Trust in respect of Series [_]-[_], exceeds the Series [_]-[_] Available Funds available to make those payments, there may not be sufficient Series [_]-[_] Available Funds to make payments on the Notes, including the Class A-1b Notes, and you may incur losses on your Notes.]
[Payments on the Notes may be dependent on payments made by the [Cap][Swap] Counterparty under the [Cap][Swap] Agreement, and if Series [_]-[_] Available Funds are not adequate, you may incur losses on your Notes]	[The Trust will enter into a [Cap][Swap] Agreement in respect of Series [_]-[_] with the [Cap][Swap] Counterparty to hedge the basis risk that results from the required payment of interest on the Class A-1b Notes at a rate based on a Benchmark, which initially will be Compounded SOFR on the terms described under “The [Cap][Swap] Agreement.”  The Trust’s ability to protect Series [_]-[_] from shortfalls in cash flows caused by increases in the Benchmark above [_]% will depend to a large extent on the terms of the [Cap][Swap] Agreement and whether the [Cap][Swap] Counterparty performs its obligations under the [Cap][Swap] Agreement.  [If Compounded SOFR increases above [_]% and Series [_]-[_] does not receive the payments it expects from the [Cap][Swap] Counterparty, Series [_]-[_] may not have adequate funds to make all payments to Noteholders when due, and you may incur losses on your Notes.]

[In the event that on any Payment Date the interest rate on the Class A-1b Notes is calculated based on a Benchmark other than Compounded SOFR as described under “Description of the Notes—Payments of Interest—Floating Rate Benchmark; Benchmark Transition Event,” the amount that the [Cap][Swap] Counterparty would be required to pay to the Trust in respect of Series [_]-[_] under the [Cap][Swap] Agreement will either be based on Compounded SOFR for that Payment Date or, if Compounded SOFR for such Payment Date is not available, the interest rate determined in the manner set forth in the [Cap][Swap] Agreement, which interest rate may differ from the interest rate on the Class A-1b Notes.  In such circumstances, payments made to the Trust in respect of Series [_]-[_] under the [Cap][Swap] Agreement may be insufficient to cover the basis risk associated with having the Class A-1b Notes accrue interest at floating rate determined based on the then current Benchmark.  If Series [_]-[_] does not receive sufficient amounts from the [Cap][Swap] Counterparty, Series [_]-[_] may not have adequate funds to make all payments to Noteholders when due, and you may incur losses on your Notes.]   [In addition, on any Payment Date, the [cap][swap] notional amount may be lower than the actual Note Balance of the Class A-1b Notes on that Payment Date.  Therefore, the amount paid under the [Cap][Swap] Agreement on such Payment Date may not be sufficient to fully protect the Class A-1b Notes from fluctuations in the Benchmark.]   [During those periods in which the interest rate payable on the Class A-1b Notes is greater than the amount payable by the Trust in respect of Series [_]-[_] to the Swap Counterparty, the Trust will be more dependent on receiving payments from the Swap Counterparty in order to make payments on all classes of Notes. If the Swap Counterparty fails to pay the net amount due, the amount of credit and payment enhancement available in the current or any future period may be reduced.  As a result, payments on your Notes may be delayed or you may incur losses on your Notes.  On the other hand, during those periods in which the interest rate payable on the Class A-1b Notes is less than the amount payable by the Trust in respect of Series [_]-[_] to the Swap Counterparty, Series [_]-[_] will be obligated to make payments to the Swap Counterparty. The Swap Counterparty will have a claim on Series [_]-[_] Available Funds for the net swap payment and other amounts due to the Swap Counterparty from the Trust. The Swap Counterparty’s claim for certain net swap payments will be pari passu with or higher in priority than payments of principal of and interest on all classes of Notes. On any Payment Date, the Swap Counterparty will receive payment of certain amounts

	due to it under the Swap Agreement (if any) on a pari passu basis with interest on the Class A Notes. If there is a shortage of Series [_]-[_] Available Funds available on any Payment Date, you may incur losses on your Notes.]
[Termination of the [Cap][Swap] Agreement and the inability to locate a replacement [cap][swap] counterparty would expose the Trust and the Noteholders to interest rate risk and you may incur losses on your Notes]	[The [Cap][Swap] Agreement may be terminated if particular events occur.  Most of these events are generally beyond the control of the Trust or the [Cap][Swap] Counterparty.  If a termination event under the [Cap][Swap] Agreement occurs and the Administrator, on behalf of the Trust, is unable to assign the [Cap][Swap] Agreement to another party, obtain an interest rate [cap][swap] agreement on substantially the same terms or establish any other arrangement consistent with the rating agencies’ criteria, Series [_]-[_]’s exposure to interest rate fluctuations may no longer be hedged.  Exposure of Series [_]-[_] to interest rate risk may reduce amounts available to pay Noteholders, and payments on your Notes may be delayed or you may incur losses on your Notes.]
Risks Related to the Receivables
Collections on Receivables allocated to Series [_]-[_], and any credit or payment enhancement, are the only sources of payment for your Notes, and if they are not sufficient, you will incur losses on your Notes	Other than in the case of an Optional Redemption, no assets or sources of funds other than the Collections on the Receivables (but not including recoveries on Written-Off Receivables) allocated to Series [_]-[_], and other credit or payment enhancement expressly set forth in this prospectus, will be available to make payments on the Notes.  The Trust may own Device Payment Plan Agreements that are designated to Groups other than Group [_], but collections on or proceeds of such Device Payment Plan Agreements will not be available to make payments on the Notes.  In addition, the credit or payment enhancement for the Notes is limited.  The Notes will not be insured or guaranteed by the Sponsor, the Originators, [the Additional Transferor,] the Servicer, the Depositor, the Parent Support Provider, the Marketing Agent, any of their respective affiliates or any other Person.  Therefore, in the event that an Optional Redemption has not been effected by the Trust, if Collections on the Receivables allocated to Series [_]-[_], together with the credit and payment enhancement for Series [_]-[_], are insufficient to pay amounts due on your Notes on any Payment Date, you will incur losses on your Notes.  See also “—Payment priorities increase the risk of loss by, or delay in payment to, holders of certain classes of Notes” above.
Recoveries on defaulted Receivables may be limited, and recoveries on Written-Off Receivables will be unavailable to make payments on the Notes, and you may incur losses on your Notes	If an Obligor defaults on a Receivable, the Servicer may be unable to collect the remaining amount due under that Receivable.  In addition, recoveries on Written-Off Receivables, including any proceeds from the sale of a wireless device securing a

	Receivable, will be retained by the Servicer as additional servicing compensation. Therefore, Noteholders should not rely on any recoveries on defaulted or Written-Off Receivables as a source of funds available to make payments on the Notes.  Depending on the amount, rate and timing of defaults and write-offs on Receivables, you may incur losses on your Notes.
The addition or removal of Receivables may decrease the credit quality of the assets of the Trust designated to Group [_] securing the Notes and may result in accelerated, reduced or delayed payments on the Notes	The pool of Receivables may change every day depending on the number of Device Payment Plan Agreements transferred to the Trust and designated to Group [_], any sales of Receivables by the Trust, the amortization of the Receivables and, subject to the conditions set forth under “The Trust—Addition of Receivables,” re-designating Trust DPPAs previously designated to a Group that does not relate to any Outstanding Credit Extensions to another Group.  If the addition or removal of Receivables reduces the credit quality of the pool of Receivables, it may impact the ability of the Trust to effect an Optional Redemption or increase the likelihood of the occurrence of an Amortization Event, and consequently increase the likelihood of accelerated, reduced or delayed payments on your Notes or that you will incur losses on your Notes.  Any Receivables transferred to the Trust and designated to Group [_] after the Closing Date will be originated by the Originators using the origination and underwriting policies and procedures described under “Origination and Description of Device Payment Plan Agreement Receivables—Underwriting Criteria,” as in effect at the time the additional Receivables are originated, which may be updated in the normal course of Verizon Wireless’ business, as described under “Receivables—Description of the Receivables.”  Moreover, the additional Receivables may have different terms than the Receivables existing on the Closing Date, including, but not limited to, with respect to the charging of interest, the original term, the amount of the monthly payment and/or the Obligor’s ability to prepay the related Device Payment Plan Agreement.   Other Group [_] Series may have different, and less-stringent eligibility criteria than Series [_]-[_], and the additional Receivables eligible for such other Group [_] Series may not be of the same credit quality as the Receivables that meet the eligibility criteria for Series [_]-[_].  The proportion of Receivables that qualify as Series [_]-[_] Eligible Receivables may vary.  The eligibility criteria for Series [_]-[_] are solely for the purposes of determining the Ineligible Amount for Series [_]-[_], which is used to calculate the Series [_]-[_] Allocation Percentage.  Series [_]-[_] will be entitled to Collections, and exposed to delinquencies and defaults, on Receivables that do not qualify as Series [_]-[_] Eligible Receivables.  The performance of Receivables that do not qualify as Series [_]-[_]

	Eligibility Receivables may differ significantly from the performance of Series [_]-[_] Eligible Receivables, and defaults and delinquencies on such Receivables may be higher than defaults and delinquencies on Series [_]-[_] Eligible Receivables.  Investors in the Notes may suffer losses as a result of exposure to delinquencies and defaults on Receivables that do not qualify as Series [_]-[_] Eligible Receivables.   Other Group [_] Series may have different, and less-stringent concentration limits than the Series [_]-[_] Concentration Limits, which may cause the portfolio of Receivables in the aggregate to not be of the same credit quality as the portfolio of Receivables that satisfy the Series [_]-[_] Concentration Limits.  The concentration limits for any Group [_] Series are solely for the purposes of calculating the Excess Concentration Amount for such Group [_] Series, which is used to calculate the Series Allocation Percentage for such Group [_] Series.  Series [_]-[_] will be entitled to Collections, and exposed to delinquencies and defaults, on Receivables which, in the aggregate, have Principal Balances that are in excess of the Series [_]-[_] Concentration Limits.  The performance of the Receivables in the aggregate may differ significantly from the performance of the portfolio of Receivables that satisfy the Series [_]-[_] Concentration Limits, and defaults and delinquencies on the portfolio of Receivables in the aggregate may be higher than defaults and delinquencies on the Receivables that satisfy the Series [_]-[_] Concentration Limits.  Investors in the Notes may suffer losses as a result of exposure to delinquencies and defaults on Receivables which, in the aggregate, have Principal Balances that are in excess of the Series [_]-[_] Concentration Limits.
	[For more information about the changes Verizon Wireless has made to its policies in the past, you should read “Origination and Description of Device Payment Plan Agreement Receivables—Material Changes to Origination and Underwriting Policies and Procedures.”]
Performance of the Receivables is uncertain and depends on many factors and may worsen in an economic downturn, which may increase the likelihood that payments on your Notes will be delayed or that you will incur losses on your Notes	The performance of the Receivables depends on a number of factors, including general economic conditions, unemployment levels, pandemics and other global health concerns, such as the COVID-19 Pandemic, the circumstances of individual Obligors, Verizon Wireless’ underwriting standards at origination, including down payment requirements or credit limits, Verizon Wireless’ servicing and collection strategies, increases in fraud, particularly relating to new wireless devices and increases in the price of such devices, and changes in Verizon Wireless’ marketing strategies, all of which could result in higher delinquencies and losses on the Receivables.  Because many of these factors are

	outside the control of Cellco, the impact on Verizon’s customers and performance of the Receivables cannot be predicted with accuracy.  In addition, the performance of the Receivables may worsen in an economic downturn, which may increase the likelihood that payments on your Notes will be delayed or that you will incur losses on your Notes.
	For more information about the performance of the Verizon Wireless’ portfolio of Device Payment Plan Agreements and the Receivables, you should read “Servicing the Receivables and the Securitization Transaction—Delinquency and Write-Off Experience.”
This prospectus provides information regarding the characteristics of the Receivables as of the Statistical Calculation Date that may differ from the characteristics of the Receivables on the Closing Date	This prospectus describes the characteristics of the Receivables solely as of the Statistical Calculation Date. Because the future composition of the Receivables may change over time, the characteristics of the Receivables presented in this prospectus are not necessarily indicative of the composition of the Receivables at any time subsequent to the Statistical Calculation Date.  The pool of Receivables on the Closing Date may (i) not include certain Receivables designated to Group [_] as of the Statistical Calculation Date as a result of payments in full or delinquencies on certain Device Payment Plan Agreements after the Statistical Calculation Date and other reasons for which the Device Payment Plan Agreements would not constitute Eligible Receivables for Group [_] as of the Cutoff Date related to the Closing Date and (ii) include other Receivables designated to Group [_] after the Statistical Calculation Date.  Therefore, it is possible that the characteristics of the Receivables on the Closing Date will be worse than the characteristics of the Receivables disclosed in this prospectus.
Geographic concentration of the Receivables may delay payments on, or result in losses on, your Notes	As of the Statistical Calculation Date, the billing addresses of the Obligors under the Receivables (by aggregate Principal Balance) were concentrated in [_] (approximately [_]%), [_] (approximately [_]%), and [_] (approximately [_]%).  No other state made up more than 5.00% of the Receivables as of the Statistical Calculation Date.  However, the geographic concentration of the Receivables on the Closing Date may be different than the geographic concentration of the Receivables as of the Statistical Calculation Date.   Economic conditions or other factors affecting states with a high concentration of Receivables, including any interruption of wireless service available on Verizon Wireless’ network with respect to any geographic area, could adversely impact the delinquency or write-off experience of the Trust.  In addition, extreme weather conditions (including conditions resulting from climate change), natural

	disasters, public health crises (such as the COVID-19 Pandemic) or travel restrictions and other disruptions caused by federal, state and local directives, could cause substantial business disruptions, economic losses, unemployment and an economic downturn.  The ability of Obligors in affected areas to make timely payments could be adversely affected.  The Trust’s ability to make payments on the Notes could be adversely affected by any of these factors if the Obligors in impacted locations are unable to make timely payments with respect to their Receivables.  As a result, payments on your Notes may be delayed or you may incur losses on your Notes.
Interests of other Persons in the Receivables could reduce funds available to pay your Notes, and you may incur losses on your Notes	If another Person acquires an interest in a Receivable that is superior to the Trust’s interest, the Collections on that Receivable may not be available to make payments on your Notes, and you may incur losses on your Notes.  Another Person could acquire an interest in a Receivable that is superior to the Trust’s interest if:
	•	the Trust does not have a perfected security interest in the Receivable because the Depositor’s security interest in the Receivable was not properly perfected, or
	•	the Trust’s security interest in the Receivable is impaired because holders of some types of liens, such as tax liens, may have priority over the Trust’s security interest.
Payments on the Trust DPPAs will be subordinated to certain other payments by the Obligors, and payments on your Notes may be delayed or you may incur losses on your Notes	As described under “Servicing the Receivables and the Securitization Transaction—Collections and Other Servicing Procedures,” Obligors receive one bill for each Verizon Wireless account, an Obligor may have multiple accounts and an Obligor may have multiple wireless devices under an account and one or more of these wireless devices may be subject to a Device Payment Plan Agreement which may be included as Receivable.  Payments remitted by an Obligor to Verizon Wireless or credits granted by Verizon Wireless on the related account currently are applied to the account based on monthly aging categories, as described under “Servicing the Receivables and the Securitization Transaction—Collections and Other Servicing Procedures.”  Therefore,
	•	if the most recent Device Payment Plan Agreement originated with respect to an account is included as a Receivable, the Trust’s rights to receive payments from the Obligor will be subordinated to the payment of late fees, wireless service and other charges, including accessory payments and insurance payments,

		and any amounts due on any earlier originated Device Payment Plan Agreements; and
	•	if the earliest Device Payment Plan Agreement originated with respect to an account is included as a Receivable and amounts due on that Device Payment Plan Agreement are paid in full but amounts remain due on a later originated Device Payment Plan Agreement on the same account, on the next Obligor payment remittance date, past due amounts on that later originated Device Payment Plan Agreement will be paid prior to current amounts on the Device Payment Plan Agreement that is a Receivable.
	The timing of payments on a Receivable could be adversely affected by the addition of Device Payment Plan Agreements on any single account and the amount of wireless service and other charges on that account.  As a result, payments on your Notes may be delayed or you may incur losses on your Notes.   In addition, the order in which payments remitted by an Obligor to Verizon Wireless and credits granted by Verizon Wireless (other than credits granted in respect of an upgrade) may be changed at any time, as long as any change applicable to the Receivables (i) is also applicable to all Device Payment Plan Agreements that Cellco services and (ii) so long as Cellco is the Servicer, does not have a material adverse effect on the creditors of the Trust.  Any modification could negatively impact Collections on the Receivables, and you may incur losses on your Notes.   See “Servicing the Receivables and the Securitization Transaction—Servicing Obligations of Cellco” and “—Collections and Other Servicing Procedures” for further details on the application of Obligor payments.
Verizon Wireless’ Upgrade Offers may adversely impact Collections on the Receivables and the timing of principal payments, which may result in reinvestment risk	Prepayments on the Receivables could occur if Obligors under the Receivables choose to upgrade wireless devices that are the subject of related Device Payment Plan Agreements, as described under “Origination and Description of Device Payment Plan Agreement Receivables—Upgrade Offers.”  The number of upgrades occurring pursuant to Upgrade Offers will depend on a variety of economic, social and other factors, including improved technology available in newer wireless devices, customer demand for, and supply of, specific wireless devices (including newly released wireless devices), any other promotional offers offered by Verizon Wireless, and seasonal changes in the demand for wireless devices.  An increase in the number of upgrades accepted under Upgrade Offers would result in a corresponding increase in prepayments to the Trust by the Marketing Agent or

	the related Originator, or prepayments by the related Obligors, as applicable.  During the Revolving Period, amounts collected by the Trust, including prepayment amounts related to Upgrade Offers, will not be applied as payments of principal of your Notes. During the Amortization Period, amounts collected by the Trust in respect of the Receivables, including prepayment amounts related to Upgrade Offers, will be part of Series [_]-[_] Available Funds that are used to pay principal of your Notes.  Therefore, any prepayments on the Receivables during the Amortization Period may result in your Notes being paid earlier than expected and may adversely affect the yield on your Notes.  You will bear all reinvestment risk resulting from principal payments on your Notes occurring earlier than expected.  See also “—Noteholders will bear all reinvestment risk resulting from principal payments on the Notes occurring earlier than expected” above.   In addition, failure to deposit required prepayment amounts with respect to an upgrade under an Upgrade Offer into the Collection Account when required will result in a Servicer Termination Event so long as Cellco is the Servicer.  As described under “—If Cellco is removed or resigns as Servicer, payments on your Notes may be delayed and you may incur losses on your Notes” below.  See “Servicing the Receivables and the Securitization Transaction—Resignation and Termination of Servicer” below, this may lead to severe disruptions in servicing the Receivables and delays in payment on the Receivables, and you may incur losses on your Notes.
Upgrade Offers may present bankruptcy risks, which may result in losses on your Notes	If the Marketing Agent or any Originator files for bankruptcy under Chapter 11 of the Bankruptcy Code, the Marketing Agent or any Originator, as applicable, as debtor in possession, may continue to offer Upgrade Programs, including the Current Upgrade Program, and may choose either to perform or not to perform its obligations thereunder, as described under “Some Important Legal Considerations—Matters Relating to Bankruptcy—Bankruptcy Proceedings of Cellco or Other Originators and Impact on Upgrade Offers.”   If the Marketing Agent or any Originator fails to remit required prepayment amounts to the Trust, the Trust may have difficulty collecting against the related Obligor, and the Obligor may be less likely to pay amounts remaining due under the Obligor’s original Device Payment Plan Agreement.  In addition, the Obligor may argue that it has a defense to making payments to the Trust because it fulfilled all of its obligations as specified in the Upgrade Offer or as a result of statements purportedly made by the Marketing Agent or any Originator. This may result in

	reduced Collections on the Receivables, and you may incur losses on your Notes.   See “Some Important Legal Considerations—Matters Relating to Bankruptcy—Bankruptcy Proceedings of Cellco or Other Originators and Impact on Upgrade Offers.”
The application of credits to Obligor accounts may reduce payments received on the Receivables, which may delay payments on the Notes or result in losses on the Notes	As described in “Origination and Description of Device Payment Plan Agreement Receivables—Account Credits” and “Receivables—Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments,” from time to time Verizon Wireless may grant credits to an Obligor’s account.  Those credits currently are applied as described under “Servicing the Receivables and the Securitization Transaction—Collections and Other Servicing Procedures.”  To the extent any credits are applied against any payments due under a Receivable, and if the Marketing Agent, the related Originator or the Parent Support Provider, as applicable, does not deposit sufficient amounts into the Collection Account to cover credit amounts, actual amounts received with respect to that Receivable will be reduced.  As a result, payments on your Notes may be delayed or you may incur losses on your Notes. In addition, because Device Payment Plan Agreements on a single account are paid in the order of their origination (with the oldest Device Payment Plan Agreement being paid first), if the earliest originated Device Payment Plan Agreement on an account is a Receivable, there is a greater risk that credits (other than credits granted in respect of cancellations, prepayments, invoicing errors or in connection with an upgrade) will be applied on the Receivable than on Device Payment Plan Agreements originated after the Receivable.  As a result, payments on your Notes may be delayed or you may incur losses on your Notes. Verizon may become subject to investigations or actions from regulators or related oversight agencies as well as private litigation, the results of which may require Verizon Wireless to apply credits to certain customers’ accounts.  Although there are no current investigations, actions or litigation requiring the application of credits to the Receivables, Verizon Wireless could be required to apply credits to customers’ accounts in settlement of an investigation, action or litigation in the future. There can be no assurance that any future investigations, actions or litigation and any resulting settlements requiring the application of credits will not have an adverse effect on any Receivables. In addition, if Cellco is the Servicer, failure to deposit any credit amounts into the Collection Account when

	required will result in a Servicer Termination Event.  As described under “—If Cellco is removed or resigns as Servicer, payments on your Notes may be delayed and you may incur losses on your Notes” below, this may lead to severe disruptions in servicing the Receivables and delays in payment on the Receivables, and you may incur losses on your Notes.  See “Servicing the Receivables and the Securitization Transaction—Resignation and Termination of Servicer.”
Increased delinquencies and defaults may result if an Obligor under a Receivable no longer has a functioning wireless device, and you may incur losses on your Notes	If an Obligor’s wireless device is lost, stolen, damaged or otherwise unusable, the Obligor remains obligated to make all remaining payments under the related Receivable, regardless of whether the related wireless device is subject to a manufacturer’s warranty.  However, because the Obligor no longer has a working wireless device, he or she may be less willing to make timely payments on the related Receivable, or may have a defense to the continued payment on the Receivable, particularly if the Obligor does not have insurance on the device and the device is not under a manufacturer’s warranty. See “Some Important Legal Considerations—Consumer Protection Laws.”  If Obligors become unwilling to make timely payments on their Receivables because the Obligors no longer have functioning wireless devices, increased delinquencies and/or defaults on payments by Obligors may occur, and you may incur losses on your Notes.
An interruption or degradation of wireless service provided by Verizon Wireless could result in reduced Collections on the Receivables, and you may incur losses on your Notes	Each Receivable is part of a customer account that includes wireless service.  Although the payment terms of the Receivables are not conditioned on the provision of wireless service, to the extent that wireless service provided by Verizon Wireless is significantly interrupted or degraded, including as a result of the dissolution of Verizon or the divestiture of Verizon’s wireless business, it may serve as a disincentive for Obligors to make continued payments under their accounts, and therefore, the related Receivable.  In addition, because the Receivables will be subject to all defenses, claims and rights of set-off of the Obligors, any interruption or degradation of service may also give rise to an affected Obligor’s defense or claim of set-off with respect to payment on the Obligor’s Receivable.  From time to time, Verizon Wireless may offer special promotions to customers who have been affected by a service interruption.  You may incur losses on your Notes as a result of any reductions in Collections related to an interruption or degradation of service or a related promotion.   In addition, the bankruptcy of Cellco or certain of its affiliates, including any of the other Originators, may result in an interruption of service.  For a more detailed description on the risks to the Notes resulting from a bankruptcy of the Sponsor or an affiliate, you

	should read “—Bankruptcy of any Originator, [the Additional Transferor,] the Servicer, the Marketing Agent or the Parent Support Provider may result in delayed payments on your Notes or you may incur losses on your Notes” below.
A wireless device recall or manufacturing defect may result in delayed payments or losses on your Notes	Applicable laws and governmental standards require manufacturers to take actions, from time to time, to remedy defects in wireless devices affecting wireless device safety, including through mandated recalls. As a result, manufacturers of wireless devices may be obligated to recall certain wireless devices, or may choose to recall certain wireless devices if the related manufacturer determines that those devices do not comply with relevant safety standards.  In addition, individual wireless devices may suffer from manufacturing defects that may lead to customer dissatisfaction and safety issues if any defects lead to product failures or unsafe use.   Obligors affected by a recall or whose wireless device is subject to a manufacturing defect may be more likely to be delinquent in, or default on, payments on their Receivables.  You may incur losses on your Notes as a result of any reductions in Collections related to delinquencies or defaults.  See “—Increased delinquencies and defaults may result if an Obligor under a Receivable no longer has a functioning wireless device, and you may incur losses on your Notes” above.  In addition, Obligors affected by a recall in certain circumstances may be permitted to cancel their Receivables.  In these cases, the Servicer will be required to acquire any cancelled Receivables from the Trust.  See “Servicing the Receivables and the Securitization Transaction—Servicer Modifications and Obligation to Acquire Receivables.”  From time to time, Verizon Wireless may offer special promotions to customers who have been affected by a recall.   Moreover, an Obligor affected by a recall or whose wireless device suffers a manufacturing defect, may have a defense against the ongoing payment of its related Receivable, which may result in delayed payments on your Notes, or you may incur losses on your Notes.  See “Some Important Legal Considerations—Consumer Protection Laws.”
Risks Related to Transaction Parties
An Originator’s or the Servicer’s failure to reacquire or acquire, as applicable, Receivables that do not comply with consumer protection laws may delay payments on your Notes or result in losses on your Notes	Federal and state consumer protection laws regulate the creation, collection and enforcement of consumer contracts, including the Receivables.  If any Receivable does not comply with U.S. federal and state consumer protection laws, the Servicer may be prevented from or delayed in collecting amounts due on the Receivable.  Also, some of these laws may provide that the assignee of a consumer contract (such as the Trust) is liable to the Obligor for any

	failure of the contract to comply with these laws.  The applicable Originator must reacquire any Receivables transferred by it that do not comply in all material respects with applicable laws at the time the Receivable was transferred to the Depositor.  In addition, the Servicer must acquire any Receivables [transferred by the Additional Transferor or] designated to Group [_] on a Designation Date[, as applicable,] that do not comply in all material respects with applicable laws at the time the Receivable was [transferred to the Depositor or] designated to Group [_][, as applicable].  If any Originator or the Servicer, as applicable, fails to reacquire or acquire those Receivables, payments on your Notes may be delayed or you may incur losses on your Notes.
	For a more detailed description of consumer protection laws relating to the Receivables, you should read “Some Important Legal Considerations—Consumer Protection Laws.”
If the Servicer is unable to perform its obligations, payments on your Notes may be delayed or you may incur losses on your Notes	Collections on the Receivables depend significantly on the ability of the Servicer to perform its obligations under the Transfer and Servicing Agreement.   Several events beyond the control of Cellco could delay or prevent its performance of these obligations, including cyber attacks, natural disasters, extreme weather conditions, terrorist or other hostile acts,  and public health crises (such as the COVID-19 Pandemic).  Cyber attacks against companies, including Verizon, have increased in frequency, scope and potential harm in recent years.   While, to date, Verizon has not been subject to cyber attacks which, individually or in the aggregate, have been material to its operations or financial condition, the preventive actions Verizon takes to reduce the risks associated with cyber attacks, including protection of its systems and networks, may be insufficient to repel or mitigate the effects of a major cyber attack in the future.   If the networks or systems of Cellco or those of its suppliers, vendors and other service providers are rendered inoperable by a cyber attack, Cellco’s ability to perform its obligations under the Transfer and Servicing Agreement could be compromised for a period of time or permanently.  In that case, payment on your Notes may be delayed or you may incur losses on your Notes.
If Cellco is removed or resigns as Servicer, payments on your Notes may be delayed and you may incur losses on your Notes	Cellco may be removed as Servicer if it defaults on its servicing obligations or becomes subject to bankruptcy proceedings as described in “Servicing the Receivables and the Securitization Transaction—Resignation and Termination of Servicer.”  A resignation, removal, closure or bankruptcy of Cellco may lead to severe disruptions in servicing the

	Receivables, including billing and collections.  If Cellco resigns or is terminated as Servicer, the processing of payments on the Receivables and information relating to collections may be delayed.  Because Obligors on an account make one payment for service, accessories, insurance, Device Payment Plan Agreements and other amounts due on that account, if Cellco is no longer the Servicer of the Receivables but continues to service the remainder of the Obligors’ accounts, billing with respect to each Receivable would have to be separated from the billing with respect to the rest of the account.  In that case, the related Obligor would receive and be responsible for the payment of at least two separate invoices, potentially causing confusion for the Obligor and a hesitancy to remit full payment on all invoices.  In addition, if Cellco is no longer the Servicer of the Receivables, the successor Servicer may not be able to exercise certain of the remedies available to Verizon Wireless for an Obligor’s failure to pay its Receivable, such as texting the related device to notify the Obligor of late payments or disconnecting service on an Obligor’s devices for continued failure to pay.  This could cause delays in payment on the Receivables, and you may incur losses on your Notes.  See also “—Verizon Wireless’ Upgrade Offers may adversely impact Collections on the Receivables and the timing of principal payments, which may result in reinvestment risk” and “—The application of credits to Obligor accounts may reduce payments received on the Receivables, which may delay payments on the Notes or result in losses on the Notes” above.
The Servicer’s ability to commingle Collections with its own funds may delay payments on the Notes or result in losses on your Notes	Until the Monthly Remittance Condition is met, the Servicer is required to deposit Collections on the Receivables into the Collection Account within two (2) Business Days after identification of receipt of good funds.  If the Monthly Remittance Condition is satisfied, the Servicer will be required to deposit Collections on the Receivables into the Collection Account on the second Business Day immediately preceding the related Payment Date.  Prior to remittance into the Collection Account, the Servicer will be permitted to use Collections on the Receivables at its own risk and for its own benefit and may commingle Collections on Receivables with its own funds.   In addition, if an Obligor under a Receivable pays or deposits any amount in advance of when it is due, including with respect to security deposits collected at origination, the Servicer will hold those amounts until they become due and payable in accordance with the customer’s bill. Until that time, the Servicer may use these amounts at its own risk and for its own benefit and may commingle those amounts with its own funds.

	In any of these cases, if the Servicer does not deposit these amounts into the Collection Account when they become due (which could occur if the Servicer becomes subject to a bankruptcy proceeding), payments on your Notes may be delayed or you may incur losses on your Notes.
Conflicts of interest may exist among the Servicer, the Marketing Agent, the Parent Support Provider and the Trust, which may result in losses on your Notes	It is possible that an Obligor with respect to any Receivable may be an Obligor in respect of one or more additional Device Payment Plan Agreements serviced by Cellco but not included as a Receivable.  Because Cellco will be servicing all Device Payment Plan Agreements that are part of the same account, it is possible that this could result in certain conflicts of interest. For example, if an Obligor is delinquent with respect to one Device Payment Plan Agreement on the related account, but an Obligor has multiple Device Payment Plan Agreements on that account or has multiple accounts with Verizon Wireless, the Servicer may delay taking collections actions against that Obligor or may not close the delinquent account.  Verizon Wireless may also offer Obligors payment extensions, due date changes, the waiver of late fees or other administrative fees, if any, or other relief programs, over the course of the Receivable or allow an Obligor a longer cure period for delinquencies based on that Obligor’s past payment history, even if those actions can lead to shortfalls in collections on such Receivable.  Moreover, as Servicer of all Device Payment Plan Agreements, regardless of whether they constitute Receivables, the Servicer can modify the way in which payments remitted by Obligors on the related accounts are allocated to such Device Payment Plan Agreements, and thereby, the Receivables.   In addition, because the Servicer is permitted to retain any recoveries on Written-Off Receivables (including any proceeds from the sale of a wireless device securing a Receivable) as additional servicing compensation, the Servicer may have a financial incentive to write-off an account.   As Marketing Agent, Cellco, may (i) grant credits to an Obligor for various reasons, including as an incentive for that Obligor to maintain service with Verizon Wireless or upgrade that Obligor’s wireless device, even if those credits could lead to shortfalls in payments received by the Trust on any Receivable and (ii) offer upgrades to various Obligors, in either case, even if the Marketing Agent, the related Originator or the Parent Support Provider, as applicable, fails to remit required amounts in respect of those credits or Upgrade Prepayments when due and even if that failure would constitute an Amortization Event.  If Cellco takes any of the actions set forth in (i) or (ii) above, and fails to remit these amounts when due, there may be a shortfall in

	available funds and therefore, a shortfall in Series [_]-[_] Available Funds.   Any of the actions described above taken by the Servicer or the Marketing Agent may not align with the interests of the Trust, and you may incur losses on your Notes.
The financial condition of the Parent Support Provider, the Servicer, the Marketing Agent or the Originators may affect their ability to perform their obligations, adversely impacting the Trust’s ability to make payments on the Notes, and you may incur losses on your Notes	A deterioration in the financial condition of the Parent Support Provider, the Servicer, the Marketing Agent or the Originators could adversely affect, among other things, (a) an Originator’s ability to reacquire a Receivable as required under the Transfer and Servicing Agreement or the Originator Receivables Transfer Agreement, (b) the Servicer’s ability to acquire a Receivable required to be acquired by it under the Transfer and Servicing Agreement [or the Additional Transferor Receivables Transfer Agreement], (c) the Marketing Agent’s ability to acquire a Receivable or make certain payments and prepayments in respect of Receivables as required under the Transfer and Servicing Agreement, or to cause the related Originator to do so, (d) the Servicer’s ability to effectively service the Receivables pursuant to the terms of the Transfer and Servicing Agreement, or (e) the ability of the Parent Support Provider to perform its obligations under the Parent Support Agreement.   There are a large number of factors that may affect the financial condition of these parties, including unfavorable economic conditions, the competitiveness of their businesses, their ability to respond to changes or disruptions in technology and consumer demand, their relationships with key suppliers and vendors, the regulatory framework in which they operate (including laws or regulations enacted to address the potential impacts of climate change), the potential for cyber attacks affecting their operations and business relationships, external events impacting their infrastructure or operations, such as natural disasters, extreme weather conditions or terrorist or other hostile acts, the availability of financing to fund operations and refinance existing debt, changes in pension and benefit costs, work stoppages by the unionized portion of their workforces, the adverse outcome of litigation and public health crises (such as the COVID-19 Pandemic).   In the event that the financial condition of the Parent Support Provider, the Servicer, the Marketing Agent or any Originator caused that party to be unable to perform its obligations under the transaction documents, the ability of the Trust to make payments on the Notes could be significantly adversely affected, and you may incur losses on your Notes.

Bankruptcy of any Originator, [the Additional Transferor,] the Servicer, the Marketing Agent or the Parent Support Provider may result in delayed payments on your Notes or you may incur losses on your Notes	If any Originator, [the Additional Transferor,] the Servicer, the Marketing Agent or the Parent Support Provider becomes subject to bankruptcy proceedings, you may experience delayed payments on your Notes or you may incur losses on your Notes.   The court in a bankruptcy proceeding could conclude that any Originator[,] [or] the Depositor [or the Additional Transferor, as applicable,] effectively still owns the Receivables absolutely assigned by it to the Depositor or to the Trust, as applicable, because the assignment of those Receivables to the Depositor or to the Trust, as applicable, was not a “true sale.”  If a court were to reach this conclusion, payments on your Notes could be reduced or delayed, as described under “Some Important Legal Considerations—Matters Relating to Bankruptcy—Transfer of Receivables by the Originators [and the Additional Transferor] to the Depositor.”
	In addition, if a court were to conclude that the Depositor should be consolidated with the Trust in the event of the Depositor’s bankruptcy, the Receivables would be owned by the Depositor and payments may be delayed or other remedies imposed by the bankruptcy court that could cause you to incur losses on your Notes.
	Any bankruptcy or insolvency proceeding involving Cellco may also adversely affect the rights and remedies of the Trust and payments on your Notes, as described under “Some Important Legal Considerations—Matters Relating to Bankruptcy— Bankruptcy Proceedings of Cellco, the Depositor, the Originators or the Servicer.”  In addition, a bankruptcy of Cellco would be a Servicer Termination Event, which in turn will be an Amortization Event.
	Moreover, under the transaction documents, the Parent Support Provider will guarantee the payment obligations of the Originators, the Servicer and the Marketing Agent with respect to reacquisitions or acquisitions of Receivables, and other payment obligations as set forth under “Parent Support Provider.”  To the extent of a bankruptcy of the Parent Support Provider, the Parent Support Provider may be unable to make a payment when required, and amounts available to pay interest on and, during the Amortization Period, principal of your Notes may be reduced, and you may incur losses on your Notes. For more information about the effects of a bankruptcy on your Notes, you should read “Some Important Legal Considerations—Matters Relating to Bankruptcy.”

Legal and Regulatory Risks
Federal financial regulatory reform could have an adverse impact on Cellco, the Depositor[,][or] the Trust [or the Additional Transferor], which could adversely impact the servicing of the Receivables or the securitization of Device Payment Plan Agreements	The Dodd-Frank Act is extensive legislation that impacts financial institutions and other non-bank companies, including Cellco.  The Dodd-Frank Act created the CFPB, an agency responsible for administering and enforcing the laws and regulations for consumer financial products and services, including against non-bank companies.   The Dodd-Frank Act affects the offering, marketing and regulation of consumer financial products and services offered by or through covered persons, which could include Cellco, the Depositor [,][or] the Trust [or the Additional Transferor].  Title X of the Dodd-Frank Act gives the CFPB supervision, examination and enforcement authority over the consumer financial products and services offered by certain non-depository institutions and large insured depository institutions.  In particular, three of the primary purposes of the CFPB are to enforce federal consumer financial laws, to ensure that consumers receive clear and accurate disclosures regarding financial products and to protect consumers from discrimination and unfair, deceptive and abusive acts and practices.  The CFPB also has broad rulemaking, examination and enforcement authority over parties offering or providing consumer financial products and services or otherwise subject to federal consumer financial laws and authority to prevent “unfair, deceptive or abusive” acts and practices.  The CFPB has the authority to write regulations under federal consumer financial laws, and to enforce those laws against and examine a wide variety of large depository institutions and other non-bank providers of consumer financial products and services for compliance.  It is also authorized to collect fines and seek various forms of consumer redress in the event of alleged violations, engage in consumer financial education, track consumer complaints, request data and promote the availability of financial services to underserved consumers and communities.   Depending on how the CFPB functions and its areas of focus, it could increase the compliance costs for Cellco, the Depositor[,][or] the Trust [or the Additional Transferor].  The CFPB is authorized to pursue administrative proceedings or litigation for violations of federal consumer financial laws.  In these proceedings, the CFPB can obtain cease and desist orders (which can include orders for restitution or rescission of contracts, as well as other kinds of affirmative relief) and monetary penalties.  Also, where a company has violated Title X of the Dodd-Frank Act or CFPB regulations promulgated under the authority granted to the CFPB by Title X, the Dodd-Frank Act empowers state attorneys general and state regulators to bring civil actions for the kind of cease and desist orders available to the CFPB.

The CFPB has also successfully asserted the power to investigate and bring enforcement actions directly against securitization vehicles. On December 13, 2021, in an action brought by the CFPB, the U.S. District Court for the District of Delaware denied a motion to dismiss filed by a securitization trust by holding that the trust is a “covered person” under the Dodd-Frank Act because it engages in the servicing of loans, even if through servicers and subservicers. CFPB v. Nat’l Collegiate Master Student Loan Trust, No. 1:17-cv-1323-SB (D. Del.). On February 11, 2022, the district court granted the defendant trusts’ motion to certify that order for immediate appeal and stayed the case pending resolution of any appeal.   On April 29, 2022, the U.S. Court of Appeals for the Third Circuit granted the defendant trusts’ petition for permission to appeal and formally docketed the appeal as No. 22-1864. Oral argument before the U.S. Court of Appeals for the Third Circuit was held on May 17, 2023. There is no timeline for the U.S. Court of Appeals for the Third Circuit to decide the case, and, because the appeal presents two separate controlling questions of law, no assurance that the U.S. Court of Appeals for the Third Circuit will address the “covered person” issue discussed above in its decision. While the district court did not decide whether the trust could be held liable for the conduct of the servicer at this stage of the case, the CFPB could make that argument if the case is ultimately allowed to proceed. Depending on the outcome of the appeal, the CFPB may rely on this decision as precedent in investigating and bringing enforcement actions against other trusts, including the Trust, in the future.   In addition, there are other provisions of the Dodd-Frank Act which, if and depending on how they are implemented, could have an adverse impact on the securitization of Device Payment Plan Agreements by limiting certain common practices in securitizations.  For example, the so-called “Franken Amendment” would allow the SEC to randomly assign securities to nationally accredited rating agencies, and the recently finalized securitization conflicts of interest rule will prohibit securitization participants from entering into transactions that would involve or result in any material conflict of interest with respect to any investor.   Until all rulemaking is complete, it is not clear whether the Dodd-Frank Act ultimately will have an adverse impact on the servicing of the Receivables, on the securitization of the Device Payment Plan Agreements or on the regulation and supervision of Cellco, the Depositor[,][or] the Trust [or the Additional Transferor].   For a discussion on the impact of any investigations based on federal financial regulatory laws and

	related settlements, see “—The application of credits to Obligor accounts may reduce payments received on the Receivables, which may delay payments on the Notes or result in losses on the Notes” above.
[The Notes may not be a suitable investment for investors subject to the EU Securitization Regulation or the UK Securitization Regulation]	[None of Cellco, the Originators, [the Additional Transferor,] the Depositor, the Trust, the Parent Support Provider, the Owner Trustee, the Master Collateral Agent, the Indenture Trustee, the underwriters, nor any other party to the transactions described in this prospectus, nor any of their respective affiliates, will undertake, or intends, to retain a material net economic interest in the securitization constituted by the issuance of the Notes in a manner that would satisfy the requirements of the EU Securitization Regulation or the UK Securitization Regulation.   In addition, no such person will undertake, or intends, with respect to such transaction, to take any other action or refrain from taking any action prescribed or contemplated in the EU Securitization Regulation or the UK Securitization Regulation, or for purposes of, or in connection with, compliance by any EU Affected Investor with the EU Due Diligence Requirements, by any UK Affected Investor with the UK Due Diligence Requirements or by any person with the requirements of any other law or regulation now or hereafter in effect in the EU, the EEA or the UK in relation to risk retention, due diligence and monitoring, credit granting standards, transparency or any other conditions with respect to investments in securitization transactions.   The arrangements described in “U.S. Credit Risk Retention” have not been structured with the objective of enabling or facilitating compliance with the requirements of the EU Securitization Regulation or the UK Securitization Regulation.   Consequently, the Notes may not be a suitable investment for an EU Affected Investor or a UK Affected Investor. As a result, the price and liquidity of the Notes in the secondary market may be adversely affected.   Failure by an EU Affected Investor to comply with the EU Due Diligence Requirements or by a UK Affected Investor to comply with the UK Due Diligence Requirements, in each case with respect to an investment in the Notes, may result in the imposition of a penalty regulatory capital charge on that investment or other regulatory sanctions or remedial measures being taken or imposed by such investor’s competent authority.   Prospective investors are responsible for analyzing their own legal and regulatory position and are encouraged to consult with their own investment and

	legal advisors regarding the suitability of the Notes for investment and the scope, applicability and compliance requirements of the EU Securitization Regulation, the UK Securitization Regulation and any other existing or future similar regimes in any relevant jurisdictions.   For more information regarding the EU Securitization Regulation and the UK Securitization Regulation, see  “EU Securitization Regulation and UK Securitization Regulation.”]
Risks Related to Credit Ratings
A reduction, withdrawal or qualification of the ratings on your Notes, or the issuance of unsolicited ratings on your Notes, could adversely affect the market value of your Notes and/or limit your ability to resell your Notes	The ratings on the Notes are not recommendations to purchase, hold or sell the Notes and do not address market value or investor suitability.  The ratings reflect each rating agency’s assessment of the future performance of the Receivables, the credit and payment enhancement on the Notes and the likelihood of repayment of the Notes. [The ratings do not address the likelihood of the payment of Make-Whole Payments or Additional Interest Amounts.]  There can be no assurance that the Notes will perform as expected or that the ratings will not be reduced, withdrawn or qualified in the future as a result of a change of circumstances, deterioration in the performance of the Receivables, a multi-notch downgrade in the debt of Verizon Communications below investment grade, errors in analysis or otherwise.  None of the Depositor, the Sponsor, the Parent Support Provider or any of their affiliates will have any obligation to replace or supplement any credit or payment enhancement or to take any other action to maintain any ratings on the Notes.  If the ratings on your Notes are reduced, withdrawn or qualified, there could be an adverse effect on the market value of your Notes and/or on your ability to resell your Notes.
	The Sponsor has hired [_] rating agenc[y][ies] that [is a][are] NRSROs and will pay [it][them] a fee to assign ratings on the Notes.  The Sponsor has not hired any other NRSRO to assign ratings on the Notes and is not aware that any other NRSRO has assigned ratings on the Notes.  However, under SEC rules, information provided to [the][a] hired rating agency for the purpose of assigning or monitoring the ratings on the Notes is required to be made available to each NRSRO in order to make it possible for non-hired NRSROs to assign unsolicited ratings on the Notes.  It is possible that any non-hired NRSRO could assign an unsolicited rating on the Notes.  An unsolicited rating could be assigned at any time, including prior to the Closing Date, and none of the Sponsor, the Depositor, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned after the date of this prospectus.  NRSROs, including the hired rating agenc[y][ies], have different methodologies, criteria,

	models and requirements.  If any non-hired NRSRO assigns an unsolicited rating on the Notes, there can be no assurance that the rating will not be lower than the ratings provided by the hired rating agenc[y][ies], which could adversely affect the market value of your Notes and/or limit your ability to resell your Notes.  In addition, if the Sponsor fails to make available to the non-hired NRSROs any information provided to [the][any] hired rating agency for the purpose of assigning or monitoring the ratings on the Notes, [the][a] hired rating agency could withdraw its ratings on the Notes, which could adversely affect the market value of your Notes and/or limit your ability to resell your Notes.
[The rating of the [Cap][Swap] Counterparty may affect the ratings of the Notes]	[Any rating agenc[y][ies] rating the Notes will consider the provisions of the [Cap][Swap] Agreement and any ratings assigned to the [Cap][Swap] Counterparty.  A downgrade, suspension or withdrawal of the rating of the debt of the [Cap][Swap] Counterparty by any rating agency may result in the downgrade, suspension or withdrawal of the rating assigned by that rating agency to any class (or all classes) of Notes.  A downgrade, suspension or withdrawal of the rating assigned by any rating agency to a class of Notes would likely have adverse consequences on their liquidity or market value.   See “The [Cap][Swap] Agreement.”]
[The rating of [the][any] Letter of Credit Provider may affect the ratings of the Notes]	[Any rating agenc[y][ies] rating the Notes will consider the provisions of [the][any] Letter of Credit and any ratings assigned to the [related] Letter of Credit Provider.  A downgrade, suspension or withdrawal of the rating of the debt of [the][a] Letter of Credit Provider by any rating agency may result in the downgrade, suspension or withdrawal of the rating assigned by that rating agency to any class (or all classes) of Notes.  A downgrade, suspension or withdrawal of the rating assigned by any rating agency to a class of Notes would likely have adverse consequences on their liquidity or market value. [As of the Closing Date, the transaction will not have a Letter of Credit Provider.]]
General Risk Factors
The Notes are not suitable for all investors	The Notes are not suitable investments for all investors. In particular, you should not purchase the Notes unless you understand the structure, including the priority of payments, and prepayment, credit, liquidity and market risks associated with the Notes. The Notes are complex securities.  There can be no assurance regarding the ability of particular investors to purchase the Notes under current or future applicable legal investment or other restrictions or as to the consequences of an investment in the Notes for these purposes or under current or future

	restrictions. Certain regulatory or legislative provisions applicable to certain investors may have the effect of limiting or restricting their ability to hold or acquire the Notes, which in turn may adversely affect the ability of investors in the Notes who are not subject to those provisions to resell their Notes in the secondary market and may adversely affect the price realized for the Notes.
The absence of a secondary market for your Notes, financial market disruptions and a lack of liquidity in the secondary market could adversely affect the market value of your Notes and/or limit your ability to resell them	If a secondary market for your Notes does not develop, it could limit your ability to resell them.  This means that if you want to sell any of your Notes before they mature, you may be unable to find a buyer or, if you find a buyer, the selling price may be less than it would have been if a secondary market existed.  The underwriters may assist in the resale of Notes, but will not be required to do so.  In addition, the underwriters expect to make a market in the Notes but will not be obligated to do so and may be unwilling or unable to make a market in the Notes due to regulatory developments or otherwise. Even if a secondary market does develop, it might not continue, it might be disrupted by events in the global financial markets, or it might not be sufficiently liquid to allow you to resell your Notes.
[Retention of all or a portion of a class of Notes by the Depositor or an affiliate of the Depositor could adversely affect the market value of your Notes and/or limit your ability to resell your Notes]	[All or a portion of any class of Notes may initially be held by the Depositor or conveyed to an affiliate of the Depositor.  As a result, the market for the Notes may be less liquid than would otherwise be the case.  Moreover, any such retained Notes may be subsequently offered for sale.  If any retained Notes are subsequently sold by the Depositor in the secondary market, it could reduce demand for the Notes already in the market, which could adversely affect the market value of your Notes and/or limit your ability to resell your Notes.]
Because the Notes are in book-entry form, your rights can only be exercised indirectly	Because the Notes will be issued in book-entry form, you will be required to hold your interest in the Notes through DTC in the United States, or Clearstream or Euroclear or their successors or assigns. Transfers of interests in the Notes within these clearing agencies must be made in accordance with the usual rules and operating procedures of those systems. So long as the Notes are in book-entry form, you will not be entitled to receive a definitive note representing your interest. The Notes will remain in book-entry form except in the limited circumstances described under “Description of the Notes—Book-Entry Registration.” Unless and until the Notes cease to be held in book-entry form, neither the Master Collateral Agent nor the Indenture Trustee will recognize you as a “Noteholder,” as the term is used in the Master Collateral Agreement or Indenture, as applicable, except in the limited circumstances relating to the Asset Representations Review, dispute resolution and Noteholder communication procedures

described in this prospectus.  As a result, you will only be able to exercise the rights of Noteholders indirectly through your applicable clearing agency and its participating organizations. Holding the Notes in book-entry form could also limit your ability to pledge your Notes to Persons or entities that do not participate in any of these clearing agencies and to take other actions that require a physical certificate representing the Notes.   Interest on and principal of the Notes will be paid by the Trust to DTC as the record holder of the Notes while they are held in book-entry form. DTC will credit payments received from the Trust to the accounts of its participants which, in turn, will credit those amounts to Noteholders either directly or indirectly through indirect participants. This process may delay your receipt of principal and interest payments from the Trust.

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from time to time acquire Device Payment Plan Agreements,

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from time to time to issue or enter into Series, including Series [_]-[_];

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pledge all of the Trust’s right, title and interest in Trust DPPAs (including the Receivables) to the Master Collateral Agent to secure payments on the related Credit Extensions,

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pledge all of the Trust’s right, title and interest in certain assets to (i) an indenture trustee or (i) to a collateral agent, in each case to secure payments on the related Credit Extensions,

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enter into and perform its obligations under the transaction documents and any other Series Related Documents,

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make payments on the Credit Extensions, and

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engage in other related activities to accomplish these purposes.

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to cure any ambiguity, to correct an error or to correct or supplement any provision of the Trust Agreement that may be defective or inconsistent with the other terms of the Trust Agreement, or

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to evidence the acceptance of the appointment under the Trust Agreement of a successor owner trustee and to add to or change the Trust Agreement as necessary to facilitate the administration of the trusts under the Trust Agreement by more than one owner trustee.

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distributing amounts allocable to the Certificateholders under the transaction documents, and

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executing documents on behalf of the Trust.

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the last Trust DPPA has been paid in full, settled, sold or written-off and all cash collections and other cash proceeds (whether in the form of cash, wire transfer or check) in respect of the Trust DPPAs (other than recoveries on written-off Trust DPPAs, including any proceeds from the sale of a wireless device securing a Trust DPPA) have been received by the Servicer during the period and applied, and

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the Trust has paid all Credit Extensions in full, and all other amounts payable by it under the transaction documents.

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holding the security interest in the Trust assets on behalf of the Group [_] Creditors,

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administering the Collection Account and making required remittances of amounts on deposit in the Collection Account to each Group [_] Series, in accordance with the Master Collateral Agreement,

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following an Event of Default and acceleration of any Group [_] Credit Extensions, (i) instituting proceedings for the collection of all amounts then payable on the applicable Group [_] Credit Extensions, enforcing any judgment obtained and collecting from the Trust any amounts due, (ii) taking any appropriate action to protect and enforce the rights and remedies of the Master Collateral Agent and the Group [_] Creditors and (iii) causing the Trust to sell the Receivables and other assets of the Trust designated to Group [_] (and, in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default,” other Trust DPPAs designated to any other Group) in accordance with the Master Collateral Agreement, and

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providing written notice to the Parent Support Provider of the failure of any Originator, the Servicer or the Marketing Agent, as applicable, to make required payments in respect of the Receivables under the transaction documents.

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holding the security interest in any assets specifically designated to Series [_]-[_] on behalf of the Noteholders,

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administering the Series Bank Accounts and, in its capacity as Paying Agent, making payments from the Series Bank Accounts to the Noteholders and others,

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acting as Creditor Representative for Series [_]-[_],

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voting or directing the Master Collateral Agent under the Master Collateral Agreement, as Group [_] Creditor Representative for Series [_]-[_], as to all matters on which Group [_] Creditor Representatives may vote or direct the Master Collateral Agent under the Master Collateral Agreement,

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following an Event of Default and acceleration of the Notes, (i) instituting proceedings for the collection of all amounts then payable on the Notes, enforcing any judgment obtained and collecting from the Trust any amounts due, (ii) taking any appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders and (iii) voting, as the Group [_] Creditor Representative for Series [_]-[_], to cause the Master Collateral Agent to direct the Trust to sell the Receivables and other assets of the Trust designated to Group [_] (and, in the limited circumstances described under “Description of the Notes—Events of Default—Remedies Following Event of Default,” other Trust DPPAs designated to any other Group) in accordance with the Master Collateral Agreement;

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acting as note registrar to maintain a record of the Noteholders and provide for the registration, transfer, exchange and replacement of the Notes, and

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except in limited circumstances, notifying the Noteholders of an Event of Default.

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review all ARR Receivables for compliance with the eligibility representations made with respect to those Receivables following receipt of a review notice from the Master Collateral Agent, and

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provide a report on the results of the review to the Administrator, the Depositor, the Trust, the Servicer and the Master Collateral Agent.

		As of December 31,
		[_]		[_]		[_]		[_]		[_]
Number of Device Payment Plan Agreements outstanding (in thousands)
Aggregate Principal Balance of Device Payment Plan Agreements outstanding (in millions)

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22	Any additional transferor will be a special purpose entity that is affiliated with, or a trust that has a depositor that was formed by, Cellco.

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[the customer pays the total retail price of the device[, less any applicable down payment,] over a 24-month, 30-month or 36-month period;

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0% annual percentage rate;

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the customer must maintain service with Verizon Wireless;

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payments are applied first to service, then to the oldest Device Payment Plan Agreement, then to more recent Device Payment Plan Agreements, in order of origination;

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the customer may prepay in full at any time without penalty;

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for consumer customers, since May 2019, includes the grant of a purchase money security interest in the device;

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risk of loss, theft or damage remains with the customer and insurance is recommended, but not required;

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upon a customer default, to the extent permitted by applicable law, Verizon Wireless has the right to require the customer to pay the entire remaining balance in full; and

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the customer has a [thirty (30) day] cancellation right].

		Year Ended December 31,
		[_]		[_]		[_]		[_]		[_]
Number of Device Payment Plan Agreements originated (in thousands)(1)
Aggregate principal balance of Device Payment Plan Agreements originated (in millions)(1)
Aggregate principal balance of Device Payment Plan Agreements outstanding (in millions)(2)
Average Customer Tenure (in months)(2)(3)

(1)	Net of cancellations.

(2)	As of period end.

(3)	For a complete description of the calculation of Customer Tenure, see “Schedule I—Glossary of Defined Terms.”

(4)

After March 31, 2021, due to changes in origination systems, certain Device Payment Plan Agreements that were not previously classified as Consumer Device Payment Plan Agreements or Business Device Payment Plan Agreements were reclassified as either Consumer Device Payment Plan Agreements or Business Device Payment Plan Agreements. As a result, such Device Payment Plan Agreements are included in the table above.

•

collecting and applying all payments and credits made on the Receivables,

•

investigating delinquencies,

•

sending invoices and responding to inquiries of Obligors,

•

processing requests for extensions, modifications and adjustments,

•

administering payoffs, defaults, prepayments and delinquencies,

•

maintaining accurate and complete accounts and computer systems for the servicing of the Receivables,

•

preparing and furnishing monthly investor reports, remittance reports and instructions, and

•

providing the Custodian with updated records for the Receivable files.

●

[late fees;

●

service and all other charges, including, but not limited to, insurance premium payments and purchases (including accessories) billed to the account, other than amounts due under any Device Payment Plan Agreement, including any Receivable; and

●

any amounts related to any Device Payment Plan Agreement, including Receivables, which, in the case of multiple Device Payment Plan Agreements related to a single account, will be applied in the order in which the Device Payment Plan Agreements were originated with the most recent Device Payment Plan Agreement being paid last].

		As of December 31,
		[_]		[_]		[_]		[_]		[_]
Number of Device Payment Plan Agreements outstanding (in thousands)
Aggregate principal balance of Device Payment Plan Agreements outstanding (in millions)
Average principal balance of Device Payment Plan Agreements outstanding (in millions)

		As of December 31,
		[_]		[_]		[_]		[_]		[_]
Number of Device Payment Plan Agreement delinquencies (in thousands)(1)(2)
31 - 60 days
61 - 90 days
91 - 120 days
Over 120 days
Delinquencies >60 days as a percentage of number of Device Payment Plan Agreements outstanding (1)(2)

		Year Ended December 31,
		[_]		[_]		[_]		[_]		[_]
Number of Device Payment Plan Agreement write-offs (in thousands)
Gross write-offs (in millions)(3)
Write-offs as a percentage of average monthly principal balance of Device Payment Plan Agreements outstanding(3)(4)
Average gross loss on Device Payment Plan Agreements written-off(3)

(1)	The period of delinquency is the number of days with unpaid due charges on an account excluding accounts that have been written-off.  Delinquency as shown above begins thirty (30) days after billing.  As of the most recent bill for the related account at period end.

(2)	A Device Payment Plan Agreement is shown as delinquent if any amount owed under the Obligor account is past due, regardless of whether the amount due on the related Device Payment Plan Agreement has been paid in full pursuant to the Servicer’s internal payment waterfall.

(3)	Does not give effect to any recoveries.

(4)	Average monthly principal balance of Device Payment Plan Agreements outstanding is calculated using the average of the end of month values of each month during the period.

•

(x) the Servicer fails to deposit, or deliver to the Master Collateral Agent for deposit, any collections or payments in respect of the Trust DPPAs required to be delivered under the Transfer and Servicing Agreement; (y) so long as Cellco is the Servicer, the Marketing Agent fails to deposit, or to cause the related Originators to deposit, into the Collection Account any prepayments in respect of the Trust DPPAs required by Upgrade Contracts under an Upgrade Program required to be delivered under the Transfer and Servicing Agreement, or (z) so long as Cellco is the Servicer, the Parent Support Provider fails to make any payments with respect to the items set forth in clause (x) or clause (y) above, to the extent the Servicer, or the Marketing Agent or any related Originator, respectively, fails to do so, and, in each case, which failure continues for five (5) Business Days after the Servicer, the Marketing Agent or the Parent Support Provider, as applicable, receives written notice of the failure from the Master Collateral Agent or a responsible person of the Servicer, the Marketing Agent or the Parent Support Provider, as applicable, obtains actual knowledge of the failure; or

•

the Servicer (including in its capacity as Custodian) fails to fulfill its duties under the Transfer and Servicing Agreement (other than pursuant to the immediately preceding bullet point or the immediately following bullet point), which failure has a material adverse effect on the Creditors and continues for ninety (90) days after the Servicer receives written notice of the failure from the Master Collateral Agent or the Majority Trust Creditor Representatives, or

•

so long as Cellco is the Servicer, failure by (i) the Marketing Agent to make, or to cause the related Originator to make, any payments required to be paid by the Marketing Agent in respect of the Trust DPPAs, including without limitation Credit Payments or payments relating to the acquisition by the Marketing Agent or the related Originator of Trust DPPAs that are subject to certain transfers, but not including prepayments required by Upgrade Contracts under an Upgrade Program, or (ii) the Parent Support Provider to make any payments set forth in clause (i) above, to the extent that the Marketing Agent or the related Originator fails to do so, in either case, that continues for ten (10) Business Days after the Marketing Agent or Parent Support Provider, as applicable, receives written notice of the failure from the Master Collateral Agent, or a responsible person of the Marketing Agent or the Parent Support Provider, as applicable, obtains actual knowledge of the failure, or

•

certain insolvency events of the Servicer;

•

the Receivables and Collections on the Receivables received after the end of the calendar day on the applicable Cutoff Date (other than net recoveries on Written-Off Receivables, including any proceeds from the sale of a wireless device securing a Receivable, which will be retained by the Servicer as a supplemental servicing fee),

•

funds in the Collection Account in respect of the Receivables,

•

rights of the Trust under the Transfer and Servicing Agreement, the Receivables Transfer Agreement[s] and the other transaction documents in respect of the Receivables,

•

rights to funds from (i) the reacquisition by Originators or the acquisition by the Servicer (in the case of Receivables [transferred by the Additional Transferor or] designated to Group [_] on a Designation Date), as applicable, of Receivables that, as of the applicable Cutoff Date, were not Eligible Receivables, (ii) the acquisition by the Servicer of Receivables that breach certain covenants, (iii) the reacquisition by Originators [or the acquisition by the Servicer (in the case of Receivables transferred by the Additional Transferor), as applicable,] of secured Receivables (that are not Written-Off Receivables) if the related Obligor becomes the subject of a bankruptcy proceeding and Verizon Wireless accepts the surrender of the related wireless device in satisfaction of the Receivable, (iv) the acquisition by the Marketing Agent or the reacquisition by an Originator of Receivables that are subject to certain transfers, (v) Credit Payments and Upgrade Prepayments made by the Marketing Agent or an Originator in respect of the Receivables and (vi) any amounts remitted by the Parent Support Provider under the Parent Support Agreement in respect of the Receivables, and

•

all proceeds of the above.

•

funds in the Series Bank Accounts[,]

•

[[if applicable,] any amounts received under [the][any] Letter of Credit,] [and]

•

[payments received under the [Cap][Swap] Agreement].

•

[as of any date of determination, the [remaining] term of the Receivable [is] less than or equal to [_] months;]

•

[the Receivable did not contain a contractual right to an upgrade of the device related to the Device Payment Plan Agreement at the time the Receivable was originated;]

•

[as of the related Cutoff Date, as indicated on the records of the related Originator, one of its affiliates or the Servicer, the Obligor on the account for the Receivable maintains service with Verizon Wireless;]

•

[as of the related Cutoff Date, the Receivable is not associated with the account of a government customer;]

•

[as of the related Cutoff Date, the Obligor on the account for the Receivable is not indicated to be subject to a current bankruptcy proceeding on the records of the related Originator (or, with respect to Receivables [transferred from the Additional Transferor or] designated to Group [_] on a Designation Date, the Servicer) or one of its affiliates, acting as its agent;]

•

[as of the related Cutoff Date, it is not a Receivable that is part of an account (i) on which any amount is [_] days or more delinquent by the Obligor, or (ii) that is in “suspend” or “disconnect”

---

23	The eligibility criteria included in this prospectus are for illustrative purposes only.  A particular transaction may include different eligibility criteria for the receivables in that transaction.  In addition, the eligibility criteria may be amended, as described in this prospectus.

status (including as a result of the application of the Servicemembers Civil Relief Act) in accordance with the Servicer’s Customary Servicing Practices;]

•

[the Receivable is denominated and payable only in U.S. dollars;]

•

[the Receivable is a legal and binding obligation of the related Obligor enforceable against the Obligor in accordance with its terms;]

•

[as of the related Cutoff Date, the Obligor on the account for the Receivable had a billing address in the United States or in a territory of the United States;]

•

[installment payments with respect to the Receivable are scheduled no less frequently than monthly under the related Device Payment Plan Agreement;]

•

[as of the related Cutoff Date, the outstanding Principal Balance of the Receivable does not exceed $[_]; and]

•

[as of the related Cutoff Date, either (i) at least [_] 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 [_] year(s) of Customer Tenure with Verizon Wireless];

•

[for any Business Receivable for which the related Obligor is a Business Obligor:]

•

[the Business Obligor on the account for such Business Receivable is identified in the systems of the Servicer as a business customer; and]

•

[the Business Obligor on the account for such Business Receivable is not any of Cellco, the Trust, the Depositor, Verizon Communications, any Originator, the True-Up Trust or an affiliate thereof.]

---

Number of Receivables	[_]
Number of accounts	[_]
Aggregate original Principal Balance	$[_]
Aggregate Principal Balance	$[_]
Principal Balance
Minimum	$[_]
Maximum	$[_]
Average	$[_]
Average monthly payment	$[_]
Weighted average remaining installments (in months)(1)	[_]
Weighted average FICO® Score of Consumer Obligors under Consumer Receivables(1)(2)(3)	[_]
Percentage of Consumer Receivables with Consumer Obligors without a FICO® Score(3)	[_]%
Percentage of Receivables with Obligors with smart phones	[_]%
Percentage of Receivables with Obligors with [other wireless devices]	[_]%
Percentage of Receivables with Obligors with upgrade eligibility(4)	[_]%
Percentage of Receivables with device protection that includes insurance(5)	[_]%
Percentage of Receivables with account level device protection that includes insurance(5)	[_]%
Geographic concentration (Top 3 States)(6)
[___]	[_]%
[___]	[_]%
[___]	[_]%
Weighted average Customer Tenure (in months)(1)(7)	[_]
Percentage of Receivables with monthly payments	[_]%
Percentage of Receivables with [0.00]% APR	[_]%
Percentage of Receivables with [_] month original term	[_]%
Percentage of Receivables with [_] month original term	[_]%
Percentage of Receivables with [_] month original term	[_]%
Percentage of Receivables with [_] month original term	[_]%
Financing for wireless devices	[_]%
Unsecured Receivables	[_]%
Secured Receivables(8)	[_]%
Percentage of Receivables that are Consumer Receivables	[_]%
Percentage of Receivables that are Business Receivables	[_]%

(1)	Weighted averages are weighted by the aggregate Principal Balance of the applicable Receivables as of the Statistical Calculation Date.

(2)	Excludes Consumer Receivables that have Consumer Obligors who did not have FICO® Scores because they are individuals with minimal or no recent credit history.

(3)	This FICO® Score reflects the FICO® Score 8 of the related Consumer Obligor under a Consumer Receivable. The FICO® Score is calculated, with respect to each Consumer Obligor on or about the date on which the Consumer Receivable was originated.

(4)	Comprised of Obligors whose wireless devices are subject to Verizon Wireless’ Current Upgrade Program.

(5)

See “Origination and Description of Device Payment Plan Agreement Receivables—Insurance on Wireless Devices.”  Includes account level device protection that includes insurance and line level device protection that includes insurance associated with the Receivable’s active line either at the time of origination or added within 30 days of origination, while remaining active as of the date that is 30 days following origination. “Account level device protection that includes insurance” above excludes Receivables with device protection that includes insurance.

(6)	Based on the billing addresses of the Obligors under the Receivables.

(7)	For a complete description of the calculation of Customer Tenure, see “Schedule I—Glossary of Defined Terms.”

(8)	Includes Receivables that are secured by the related wireless device and have a perfected security interest in such wireless device.

Geographic Concentration		Number of Receivables		Aggregate Principal Balance		Percentage of Aggregate Principal Balance
[_]
[_]
[_]
[_]
[_]
[_]
[_]
[_]
[_]
[_]
[_]
[_]
All other
Total

(1)	The table shows the states with concentrations greater than [_]% of the aggregate Principal Balance of the Receivables as of the Statistical Calculation Date based on the billing addresses of the related Obligors.

FICO® Score		Number of Receivables		Aggregate Principal Balance		Percentage of Aggregate Principal Balance		Percentage of Overall Device Payment Plan Agreement Portfolio(2)
No FICO® Score(3)
[_] – [_]
[_] – [_]
[_] – [_]
[_] – [_]
[_] or greater
Total

(1)	This FICO® Score reflects the FICO® Score 8 of the related Consumer Obligor. The FICO® Score is calculated with respect to each Consumer Obligor on or about the date on which such Consumer Receivable was originated.

(2)	Represents the aggregate Principal Balance of Device Payment Plan Agreements in the Device Payment Plan Agreement portfolio in each FICO® Score Range as a percentage of the aggregate Principal Balance of the Device Payment Plan Agreement portfolio as of the Statistical Calculation Date.

(3)	Represents Consumer Receivables that have Consumer Obligors who did not have FICO® Scores because they are individuals with minimal or no recent credit history.

Customer Tenure		Number of Receivables		Aggregate Principal Balance		Percentage of Aggregate Principal Balance
Less than [_] months
[_] months to less than [_] months
[_] months to less than [_] months
[_] months to less than [_] months
[_] months to less than [_] months
[_] months to less than [_] months
[_] months or greater
Total

(1)	For a complete description of the calculation of Customer Tenure, see “Schedule I—Glossary of Defined Terms.”

Remaining Installments		Number of Receivables		Aggregate Principal Balance		Percentage of Aggregate Principal Balance
[_] months
[_] months
[_] months
[_] months
[_] months
[_] months
[_] months
[_] months
[_] months
[_] months
[_] months
[_] months
[_] months
[_] months
[_] months
[_] months
[_] months
[_] months
Total

[APR Range]		[Number of Receivables]		[Aggregate Principal Balance]		[Percentage of Aggregate Principal Balance]
[_]% - [_]%
[_]% - [_]%
[_]% - [_]%
[_]% - [_]%
[_]% - [_]%
[_]% - [_]%
Total

•

[the amount by which the aggregate Principal Balance of Receivables with Obligors that have less than twelve (12) months of Customer Tenure with Verizon Wireless exceeds [_]% of the Pool Balance,]

•

[the amount by which the aggregate Principal Balance of Receivables with Obligors that have less than sixty (60) months of Customer Tenure with Verizon Wireless exceeds [_]% of the Pool Balance,] and

•

with respect to all Receivables for which the origination date was less than [thirty-one (31)] days prior to the related Cutoff Date, or in the case of any determination made on a Payment Date, the last day of the related Collection Period, the product of (i) the aggregate Principal Balance of all such Receivables and (ii) [_]%,]

•

[the aggregate Principal Balance of all Consumer Receivables with the lowest FICO® Scores that would need to be excluded from the calculation of the Pool Balance of all Consumer Receivables in order to cause the weighted average FICO® Score of the Consumer Obligors with respect to all Consumer Receivables (weighted based on Principal Balances) included in such calculation of the Pool Balance of all Consumer Receivables to be at least [_] (excluding any Consumer Receivables with Consumer Obligors for whom FICO® Scores are not available),] and

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25

The Series [_]-[_] Concentration Limits included in this prospectus are for illustrative purposes only.  A particular transaction may not have Series [_]-[_] Concentration Limits, or such limits may be revised as appropriate or as required.  The Series [_]-[_] Concentration Limits may be amended as described in this prospectus.

•

[the amount by which the aggregate Principal Balance of Consumer Receivables with Consumer Obligors for whom FICO® Scores are not available exceeds [_]% of the Pool Balance of all Consumer Receivables,]

•

[the amount by which the aggregate Principal Balance of Business Receivables exceeds [10.00]% of the Pool Balance].

		Actual Concentration Amount		Excess Concentration Amount
(i) For all Receivables
[The amount by which the aggregate Principal Balance of Receivables with Obligors that have less than twelve (12) months of Customer Tenure with Verizon Wireless exceeds [_]% of the Pool Balance(1)]		[_]%		$[_]
[The amount by which the aggregate Principal Balance of Receivables with Obligors that have less than sixty (60) months of Customer Tenure with Verizon Wireless exceeds [_]% of the Pool Balance(1)]		[_]%		$[_]
[With respect to all Receivables for which the origination date was less than [thirty-one (31)] days prior to the related Cutoff Date, or in the case of any determination made on a Payment Date, the last day of the related Collection Period, the product of (i) the aggregate Principal Balance of all such Receivables and (ii) [_]%]		[_]%		$[_]
(ii) For Consumer Receivables only
[The aggregate Principal Balance of all Consumer Receivables with the lowest FICO® Scores that would need to be excluded from the calculation of the Pool Balance of all Consumer Receivables in order to cause the weighted average FICO® Score of the Consumer Obligors with respect to all Consumer Receivables (weighted based on Principal Balances) included in such calculation of the Pool Balance of all Consumer Receivables to be at least [_] (excluding any Consumer Receivables with Consumer Obligors for whom FICO® Scores are not available)(2)]		[_]		$[_]
[The amount by which the aggregate Principal Balance of Consumer Receivables with Consumer Obligors for whom FICO® Scores are not available exceeds [_]% of the Pool Balance of all Consumer Receivables]		[_]%		$[_]
(iii) For Business Receivables only
[The amount by which the aggregate Principal Balance of Business Receivables exceeds [10.00]% of the Pool Balance]		[_]%		$[_]

(1)	For a complete description of the calculation of Customer Tenure, see “Schedule I—Glossary of Defined Terms.”

(2)	This FICO® Score reflects the FICO® Score 8 of the related Consumer Obligor under a Consumer Receivable. The FICO® Score is calculated with respect to each Consumer Obligor on or about the date on which such Consumer Receivable was originated.

•

immediately before each transfer of the Receivables to the Depositor, the related Originator [or the Additional Transferor, as applicable,] had good title to each Receivable transferred by it, free and clear of any liens not permitted by the transaction documents,

•

the Depositor will own the Receivables free and clear of any liens not permitted by the transaction documents and have a perfected security interest in the Receivables following the transfer of the Receivables by the Originator [or the Additional Transferor, as applicable,] to the Depositor, and

•

each of the Receivables is either an “account” or “payment intangible,” or, if such Receivable is secured by the related wireless device, “chattel paper,” in each case, within the meaning of the applicable Uniform Commercial Code.

•

a Delinquency Trigger for the Receivables occurs; and

•

the requisite amount of Public Group [_] Noteholders vote to direct an Asset Representations Review.

•

Series [_]-[_];

•

other Group [_] Series; and

•

the Certificates.

---

26

The interest payments and calculations presented in this prospectus are for illustrative purposes only.  In a particular transaction there may be more or fewer classes of notes that bear fixed interest rates or floating interest rates.  The prospectus at the time of an offering will include specific disclosure about the interest rates on the classes of notes being offered.  In addition, for illustrative purposes, the prospectus contemplates that the Class A-1b notes will accrue interest at a floating rate based on Compounded SOFR.  In a particular transaction, none or different classes of notes may accrue interest at a floating rate and such floating rate of interest may be based on an index different than Compounded SOFR.

---

27

For illustrative purposes, the prospectus contemplates that principal will be paid on certain classes of notes on a pro rata basis while other classes of notes will receive payments of principal sequentially.  In a particular transaction none or different classes of notes may be paid principal on a pro rata basis or sequentially.

•

first, [pro rata,] to the Class A-1[a] Notes [and Class A-1b Notes, based on the Note Balance of the Class A-1a Notes and Class A-1b Notes on that Payment Date, before giving effect to any payments made on that date], until [each class of Notes is] paid in full;

•

second, to the Class A-2 Notes until paid in full;

•

third, to the Class A-3 Notes until paid in full;

•

fourth, to the Class B Notes until paid in full;

•

fifth, to the Class C Notes until paid in full;

•

sixth, to the Class D Notes until paid in full; and

•

seventh, to the Class E Notes until paid in full.

•

on any Payment Date interest due is not paid on any class of Notes,

•

[on the fifth Business Day after any Payment Date during the Revolving Period, after giving effect to distributions on such Payment Date, [the sum of] the amount on deposit in the Reserve Account [plus, if a Letter of Credit has been issued for the benefit of the Notes, the amount available under the Letter of Credit,] is less than the Required Reserve Amount,]

•

as of the Anticipated Redemption Date, the Trust has not redeemed the Notes,

•

as of any Payment Date, a Pool Balance Deficit exists after giving effect to distributions on such Payment Date (including deposits to the Principal Funding Account on such Payment Date),

•

for any Payment Date, the sum of the fractions, expressed as percentages for each of the three (3) Collection Periods immediately preceding that Payment Date, calculated by dividing the aggregate Principal Balance of all Receivables which became Written-Off Receivables during each of the three (3) prior Collection Periods by the Pool Balance as of the first day of each of those Collection Periods, multiplied by four (4), exceeds [_]%,

•

for any Payment Date, the sum of the fractions, expressed as percentages for each of the three (3) Collection Periods immediately preceding that Payment Date, calculated by dividing the aggregate Principal Balance of all Receivables that are [ninety-one (91)] days or more delinquent at the end of each of the three (3) prior Collection Periods by the Pool Balance as of the last day of each of those Collection Periods, divided by three (3), exceeds [_]%,

•

with respect to any Payment Date, the Series [_]-[_] Allocated Pool Balance is less than 50.00% of (x) the aggregate Note Balance minus (y) the amount on deposit in the Principal Funding Account, in each case as of such Payment Date,

•

as of any date of determination, the Discounted Series Invested Amount for Series [_]-[_] is greater than the excess of (i) the Pool Balance over (ii) the sum of (x) the Ineligible Amount for Series [_]-[_] and (y) the Series [_]-[_] Excess Concentration Amount,

•

a Servicer Termination Event has occurred and is continuing, or

•

an Event of Default has occurred and is continuing.

---

28	The Amortization Events included in this prospectus are for illustrative purposes only.  A particular transaction may include different Amortization Events.

•

first, [pro rata,] to the Class A-1[a] Notes [and Class A-1b Notes, based on the Note Balance of the Class A-1a Notes and Class A-1b Notes on that Payment Date, before giving effect to any payments made on that date], until [each class of Notes is] paid in full;

•

second, to the Class A-2 Notes until paid in full;

•

third, to the Class A-3 Notes until paid in full;

•

fourth, to the Class B Notes until paid in full;

•

fifth, to the Class C Notes until paid in full;

•

sixth, to the Class D Notes until paid in full; and

•

seventh, to the Class E Notes until paid in full.]

(1)

pro rata (A) to the Master Collateral Agent, the Series [_]-[_] Group Allocated Percentage of all amounts due, including (x) fees due to the Master Collateral Agent and (y) expenses and indemnities due to the Master Collateral Agent, up to a maximum aggregate amount, in the case of clause (y), of $[_] per year for all Group [_] Series in the aggregate; (B) to the Owner Trustee, the Series [_]-[_] Group Allocated Percentage of all amounts due, including (x) fees due to the Owner Trustee and (y) expenses and indemnities due to the Owner Trustee, up to a maximum aggregate amount, in the case of clause (y), of $[_] per year for all Group [_] Series in the aggregate; (C) to the Asset Representations Reviewer, [(i)] the Series [_]-[_] ARR Series Allocation Percentage of all amounts due, including (x) fees [(other than the Supplemental ARR Fee)] due to the Asset Representations Reviewer (including fees due in connection with any Asset Representations Review) and (y) expenses and indemnities due to the Asset Representations Reviewer, up to a maximum aggregate amount, in the case of clause (y), of $[_] per year for all Group [_] Series in the aggregate [and (ii)  the Series [_]-[_] Supplemental ARR Series Allocation Percentage of the Supplemental ARR Fee due to the Asset Representations Reviewer] and (D) to the Indenture Trustee [and the Letter of Credit

---

29	A transaction may or may not require Make-Whole Payments.

30	The number of classes of notes and payment priorities are for illustrative purposes only.  In a particular transaction the number of classes and payment priorities of any class of notes and the different transaction parties may differ.

Provider] all amounts due, including (x) fees due to the Indenture Trustee and (y) expenses and indemnities due to the Indenture Trustee up to a maximum aggregate amount, in the case of clause (y), of $[_] per year; provided¸ that after the occurrence of an Event of Default (other than an Event of Default set forth in clause (iii) of the definition thereof), the caps on expenses and indemnities in this clause (1) will not apply; provided further that on the Payment Date occurring in December of each calendar year, each such party will have the right to reimbursement from any unused portion of the cap for all Group [_] Series in the aggregate allocated to another party to the extent that the expenses and indemnities reimbursable to such party for all Group [_] Series in the aggregate exceed the related allocated amount at the end of such calendar year,

(2)

to the Servicer, the Series [_]-[_] Allocation Percentage of the Servicing Fee, and to any successor servicer, the Series [_]-[_] Group Allocated Percentage of a one-time successor servicer engagement fee of $[150,000], payable on the first Payment Date following its assumption of duties as successor servicer,

(3)

[pro rata, based on the aggregate Note Balance of the Class A Notes and the amount of any payment due and payable by the Trust to the Swap Counterparty under this clause (3): (i)] to the Noteholders of the Class A-1[a] Notes, [Class A-1b Notes,] Class A-2 Notes and Class A-3 Notes, the aggregate amount of interest due on the Class A Notes, distributed pro rata based on the amount of interest due to the Class A-1[a] Notes, [Class A-1b Notes,] Class A-2 Notes and Class A-3 Notes[, (ii) to the Swap Counterparty, the amount of any swap termination payment due under the Swap Agreement due to a swap termination resulting from a payment default by the Trust or the insolvency of the Trust; provided, that if any amounts allocable to the Class A Notes are not needed to pay the Noteholders of the Class A Notes any interest as of that Payment Date, those amounts will be applied to pay the portion, if any, of any swap termination payment under this clause (ii) remaining unpaid, and (iii) to the Swap Counterparty, the amount of interest at [_]% under the Swap Agreement],

(4)

(a) during the Revolving Period, for deposit to the Principal Funding Account and (b) during the Amortization Period, to the Noteholders, in the order set forth under “—Payments of Principal” above, in either case, principal in an amount equal to the First Priority Principal Payment, if any,

(5)

to the Noteholders of the Class B Notes, interest due on the Class B Notes,

(6)

(a) during the Revolving Period, for deposit to the Principal Funding Account and (b) during the Amortization Period, to the Noteholders, in the order set forth under “—Payments of Principal” above, in either case, principal in an amount equal to the Second Priority Principal Payment, if any,

(7)

to the Noteholders of the Class C Notes, interest due on the Class C Notes,

(8)

(a) during the Revolving Period, for deposit to the Principal Funding Account and (b) during the Amortization Period, to the Noteholders, in the order set forth under “—Payments of Principal” above, in either case, principal in an amount equal to the Third Priority Principal Payment, if any,

(9)

to the Noteholders of the Class D Notes, interest due on the Class D Notes,

(10)

(a) during the Revolving Period, for deposit to the Principal Funding Account and (b) during the Amortization Period, to the Noteholders, in the order set forth under “—Payments of Principal” above, in either case, principal in an amount equal to the Fourth Priority Principal Payment, if any,

(11)

to the Noteholders of the Class E Notes, interest due on the Class E Notes,

(12)

(a) during the Revolving Period, for deposit to the Principal Funding Account and (b) during the Amortization Period, to the Noteholders, in the order set forth under “—Payments of Principal” above, in either case, principal in an amount equal to the Fifth Priority Principal Payment, if any,

(13)

[(a) first, [if applicable,] to the Letter of Credit Provider, the amount, if any, necessary to cause the amount available under the Letter of Credit to equal the amount available under the Letter of Credit on the date of issuance together with interest accrued on the amount drawn on the Letter of Credit] and (b) second,] to the Reserve Account, the amount, if any, necessary to cause the amount in the Reserve Account to equal the Required Reserve Amount [less the amount available under such Letter of Credit[, if any]],

(14)

(a) during the Revolving Period, for deposit to the Principal Funding Account and (b) during the Amortization Period, to the Noteholders, in the order set forth under “—Payments of Principal” above, in either case, principal in an amount equal to the Regular Priority Principal Payment, if any,

(15)

to any successor servicer, the product of the Series [_]-[_] Group Allocated Percentage and the excess, if any, of $[425,000] over the Servicing Fee,

[(16)

to the Noteholders, any accrued and unpaid Additional Interest Amounts due on the Notes, payable in the order set forth under “—Payments of Interest” above,]

[(17)

to the Noteholders, any Make-Whole Payments due on the Notes, payable in the order set forth under “—Make-Whole Payments” above,]

(18)

pro rata (A) to the Indenture Trustee[, the Letter of Credit Provider,] [and the Swap Counterparty], all remaining amounts due but not paid under priority (1) [or (3)] above [including, in the case of the Swap Counterparty, any unpaid amounts due to a swap termination resulting from a payment default by the Trust or the insolvency of the Trust], (B) to the Master Collateral Agent and the Owner Trustee, the Series [_]-[_] Group Allocated Percentage of all remaining amounts due to the extent not paid under priority (1) above, (C) to the Asset Representations Reviewer, [(x)] the Series [_]-[_] ARR Series Allocation Percentage of all remaining amounts [(other than the Supplemental ARR Fee)] due to the extent not paid under priority (1) above [and (y) the Series [_]-[_] Supplemental ARR Series Allocation Percentage of any remaining Supplemental ARR Fee due to the extent not paid under priority (1) above] and (D) to the Administrator, reimbursement of fees and expenses of the Master Collateral Agent, the Indenture Trustee, the Owner Trustee[, the Letter of Credit Provider] and the Asset Representations Reviewer paid by the Administrator on behalf of the Trust pursuant to the Administration Agreement,

(19)

to any other parties as the Administrator has identified, any remaining expenses of the Trust, up to the Series [_]-[_] Group Allocated Percentage of such amounts,

[(20)

To be added if notes are part of a sharing series: Sharing Series Payments – for deposit as available funds for each other sharing series in sharing group [_], an amount equal to [_],]

[(21)

[if applicable,] to any Letter of Credit Provider, all amounts due, including (x) fees due to such Letter of Credit Provider and (y) expenses and indemnities due to such Letter of Credit Provider,] and

(22)

to the [Certificateholders][Class R Interest], all remaining Series [_]-[_] Available Funds.

•

in the event that, immediately following distributions on any Payment Date (a) the Revolving Period is in effect and (b) the Series [_]-[_] Allocated Pool Balance exceeds the Adjusted Series Invested Amount for Series [_]-[_], the amount of such excess (to the extent on deposit in the Principal Funding Account) will be withdrawn from the Principal Funding Account and remitted to the Distribution Account on the immediately succeeding Payment Date to be included as Series [_]-[_] Available Funds on such immediately succeeding Payment Date,

•

in connection with any Optional Redemption, all amounts on deposit in the Principal Funding Account will be withdrawn and applied to pay any amounts due in connection therewith, or

•

in the event that the Amortization Period is in effect immediately following distributions made on any Payment Date, amounts on deposit in the Principal Funding Account will be paid to the Noteholders on such Payment Date, in the order set forth under “—Payments of Principal” above, until the aggregate Note Balance of the Class A Notes, Class B Notes, Class C Notes, Class D Notes and Class E Notes is reduced to zero.

(1)

pro rata (A) to the Indenture Trustee [and the Letter of Credit Provider], all amounts due to such parties, including fees, expenses and indemnities, (B) to the Master Collateral Agent and the Owner Trustee, the Series [_]-[_] Group Allocated Percentage of all amounts due to such

---

31	The number of classes of notes and payment priorities are for illustrative purposes only.  In a particular transaction the number of classes and payment priorities of any class of notes and the different transaction parties may differ.

parties, including fees, expenses and indemnities and (C) to the Asset Representations Reviewer, [(x)] the Series [_]-[_] ARR Series Allocation Percentage of all amounts due to the Asset Representations Reviewer, including fees ([excluding the Supplemental ARR Fee and] including fees due in connection with any Asset Representations Review), expenses and indemnities [and (y) the Series [_]-[_] Supplemental ARR Series Allocation Percentage of the Supplemental ARR Fee due to the Asset Representations Reviewer],

(2)

to the Servicer, the Series [_]-[_] Allocation Percentage of all unpaid Servicing Fees, and to any successor servicer, the Series [_]-[_] Group Allocated Percentage of a one-time successor servicer engagement fee of $[_], payable on the first Payment Date following its assumption of duties as successor servicer,

(3)

[pro rata, based on the aggregate Note Balance of the Class A Notes and the amount of any payment due and payable by the Trust to the Swap Counterparty under this clause (3): (i)] to the Noteholders of the Class A-1[a] Notes, [Class A-1b Notes,] Class A-2 Notes and Class A-3 Notes, [the aggregate amount of] interest due on the Class A Notes[, distributed pro rata based on the amount of interest due to the Class A-1[a] Notes, [Class A-1b Notes,] Class A-2 Notes and Class A-3 Notes][, (ii) to the Swap Counterparty, the amount of any payment due under the Swap Agreement due to a swap termination resulting from a payment default by the Trust or the insolvency of the Trust; provided, that if any amounts allocable to the Class A Notes are not needed to pay the Noteholders of the Class A Notes any interest as of that Payment Date, those amounts will be applied to pay the portion, if any, of any payment under this clause (ii) remaining unpaid, and (iii) to the Swap Counterparty, the amount of interest at [____]% under the Swap Agreement],

(4)

to the Noteholders of the Class A-1[[a] Notes and Class A-1b Notes], principal of the Class A-1[[a] Notes and Class A-1b] Notes, [pro rata, based on the Note Balance of the Class A-1a Notes and Class A-1b Notes on that Payment Date, before giving effect to any payments made on that date,] until [each class of Notes is] paid in full,

(5)

to the Noteholders of the Class A-2 Notes and Class A-3 Notes, principal of the Class A-2 Notes and Class A-3 Notes, pro rata, based on the Note Balance of the Class A-2 Notes and Class A-3 Notes on that Payment Date, before giving effect to any payments made on that date, until each class of Notes is paid in full,

(6)

to the Noteholders of the Class B Notes, interest due on the Class B Notes,

(7)

to the Noteholders of the Class B Notes, principal of the Class B Notes until paid in full,

(8)

to the Noteholders of the Class C Notes, interest due on the Class C Notes,

(9)

to the Noteholders of the Class C Notes, principal of the Class C Notes until paid in full,

(10)

to the Noteholders of the Class D Notes, interest due on the Class D Notes,

(11)

to the Noteholders of the Class D Notes, principal of the Class D Notes until paid in full,

(12)

to the Noteholders of the Class E Notes, interest due on the Class E Notes,

(13)

to the Noteholders of the Class E Notes, principal of the Class E Notes until paid in full,

(14)

to any successor servicer, the Series [_]-[_] Group Allocated Percentage of the excess, if any, of $[_] over the Servicing Fee,

[(15)

to the Noteholders, any accrued and unpaid Additional Interest Amounts due on the Notes, payable in the order set forth under “—Payments of Interest” above,]

[(16)

to the Noteholders, any Make-Whole Payments due on the Notes, payable in the order set forth under “—Make-Whole Payments” above,]

[(17)

to the Swap Counterparty, the amount of any payment due under the Swap Agreement due to a swap termination due to it and not paid under clause (3) above;]

(18)

to any other parties as the Administrator has identified, any remaining expenses of the Trust, up to the Series [_]-[_] Group Allocated Percentage of such amounts,

[(19)

if applicable, to any Letter of Credit Provider, all amounts due, including (x) fees due to such Letter of Credit Provider and (y) expenses and indemnities due to such Letter of Credit Provider,] and

(20)

to the [Certificateholders][Class R Interest], all remaining Series [_]-[_] Available Funds.

---

32	The voting rights of Creditors of any Series may be different from the voting rights of Creditors of any other Series.  A description of the voting rights for the Creditors of a Series will be disclosed in the prospectus related to that Series.

•

notice of the rescission is given before a judgment for payment of the amount due is obtained by the Indenture Trustee or the Master Collateral Agent,

•

the Trust has deposited with the Indenture Trustee an amount sufficient to make all payments of interest, principal and any other amounts due on the Notes (other than amounts due only because of the acceleration of the Notes) and all other outstanding fees and expenses of the Trust in respect of Series [_]-[_], and

•

all Events of Default (other than the nonpayment of amounts due only because of the acceleration of the Notes) are cured or waived by the holders of a majority of the Note Balance of the Controlling Class.

•

file a lawsuit for the collection of the Notes and enforce any judgment obtained,

•

take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders, or

•

vote as a Group [_] Creditor Representative to cause the Trust to sell the Receivables and other assets of the Trust designated to Group [_] (and, in the limited circumstances described below, other Trust DPPAs designated to any other Group).

•

the Noteholder has given notice to the Indenture Trustee of a continuing Event of Default,

•

the holders of at least 25% of the Note Balance of the Controlling Class have requested the Indenture Trustee to begin the legal proceeding,

•

the requesting Noteholders have offered reasonable indemnity satisfactory to the Indenture Trustee against any liabilities that the Indenture Trustee may incur in complying with the request,

•

the Indenture Trustee has failed to begin the legal proceeding within sixty (60) days after its receipt of the foregoing notice, request and offer of indemnity, and

•

the holders of a majority of the Note Balance of the Controlling Class have not given the Indenture Trustee any inconsistent direction during the 60-day period.

•

a statement that the Trust received a communication request,

•

the name of the requesting Noteholder or Verified Note Owner,

•

the date the request was received,

•

a statement that the Administrator has received the request from that Noteholder or Verified Note Owner that it is interested in communicating with noteholders and note owners of other Publicly Registered Credit Extensions about the possible exercise of rights under the transaction documents, and

•

a description of the method by which noteholders and note owners of other Publicly Registered Credit Extensions may contact the requesting Noteholder or Verified Note Owner.

•

the Indenture Trustee has received all Notes for cancellation or, with some limitations, funds sufficient to pay all Notes in full,

•

the Trust has paid all other amounts payable by it in respect of Series [_]-[_] under the transaction documents, and

•

the Trust has delivered an officer’s certificate and a legal opinion to the Indenture Trustee each stating that all conditions to the satisfaction and discharge of the Indenture have been satisfied.

•

to correct or expand the description of any property at any time subject to the lien of the Master Collateral Agreement, or better to assure, convey and confirm to the Master Collateral Agent a lien on any property subject or required to be subjected to the lien of the Master Collateral Agreement, or to subject additional property to the lien of the Master Collateral Agreement;

•

to evidence the succession of any other Person to the Trust, and the assumption by the successor of the obligations of the Trust in the Master Collateral Agreement and in the Credit Extensions;

•

to add to the covenants of the Trust, for the benefit of the Creditors, or to surrender any right or power given to the Trust under the Master Collateral Agreement;

•

to convey, transfer, assign, mortgage or pledge any property to or with the Master Collateral Agent for the benefit of the Creditors;

•

to cure any ambiguity, to correct an error or to correct or supplement any provision of the Master Collateral Agreement that may be defective or inconsistent with the other terms of the Master Collateral Agreement;

•

to evidence the acceptance of the appointment under the Master Collateral Agreement of a successor master collateral agent and to add to or change the Master Collateral Agreement as necessary to facilitate the administration of the trusts under the Master Collateral Agreement by more than one master collateral agent;

•

to provide for the designation under the Master Collateral Agreement of one or more Groups; or

•

to provide for the designation under the Master Collateral Agreement of Series related to the Trust DPPAs designated to one or more Groups.

•

modify the percentage of the amount of “Credit Exposure” required for any action;

•

modify or alter the definition in the Master Collateral Agreement of “Outstanding” or “Credit Exposure;”

•

permit the creation of any lien ranking prior or equal to the lien of the Master Collateral Agreement on the Trust assets, other than permitted liens, or, except as permitted by the Master Collateral Agreement, the other transaction documents and each other Series Related Document, release the lien of the Master Collateral Agreement on the Trust assets;

•

impair the right to institute suit for the enforcement of payment as provided by the Master Collateral Agreement;

•

modify (i) the definition of “Event of Default” or “Eligible Receivable” or (ii) any other definition in the Master Collateral Agreement that is defined by reference the applicable Series; or

•

result (solely by virtue of such amendment) in a reduction of the Series Allocation Percentage for any Series.

•

to correct or expand the description of any property at any time subject to the lien of the Indenture, or better to assure, convey and confirm to the Indenture Trustee a lien on any

property subject or required to be subjected to the lien of the Indenture, or to subject additional property to the lien of the Indenture;

•

to evidence the succession of any other Person to the Trust, and the assumption by the successor of the obligations of the Trust in the Indenture and in the Notes;

•

to add to the covenants of the Trust, for the benefit of the Noteholders, or to surrender a right or power given to the Trust in the Indenture;

•

to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee for the benefit of the Noteholders;

•

to cure any ambiguity, to correct an error or to correct or supplement any provision of the Indenture that may be defective or inconsistent with the other terms of the Indenture;

•

to evidence the acceptance of the appointment under the Indenture of a successor trustee and to add to or change the Indenture as necessary to facilitate the administration of the trusts under the Indenture by more than one trustee;

•

to correct any manifest error in the terms of the Indenture as compared to the terms expressly set forth in this prospectus; or

•

to modify, eliminate or add to the terms of the Indenture to effect the qualification of the Indenture under the Trust Indenture Act and to add to the Indenture any other terms required by the Trust Indenture Act.

•

change (i) the Final Maturity Date on any Notes, (ii) the principal amount of or interest rate [or Make-Whole Payments] [or Additional Interest Amounts] on any Note or (iii) the Required Reserve Amount;

•

modify the percentage of Note Balance of the Notes or the Controlling Class that are required for any action;

•

modify or alter the definition of “Controlling Class;”

•

permit the creation of any lien ranking prior or equal to the lien of the Indenture on the assets specifically designated for Series [_]-[_], other than permitted liens, or, except as permitted by the Indenture, the other transaction documents and each other Series Related Document, release the lien of the Indenture on such assets; or

•

impair the right of the Noteholders to begin suits to enforce the Indenture.

•

the Administrator determines that DTC is no longer willing or able to discharge properly its responsibilities as depository for the Notes and the Administrator cannot appoint a qualified successor,

•

the Administrator notifies the Indenture Trustee that it elects to terminate the book-entry system through DTC, or

•

after the occurrence of an Event of Default or a Servicer Termination Event, the holders of a majority of the Note Balance of the Controlling Class notify the Indenture Trustee and DTC to terminate the book-entry system through DTC (or a successor to DTC).

•

the excess, if any, of [Compounded SOFR] (calculated in accordance with the Cap Agreement) for that Payment Date over [_]%,

•

[the related cap notional amount for that Payment Date (Schedule II attached to this prospectus sets forth the cap notional amount for each Payment Date based on an assumed initial Note Balance of the Class A-1b Notes of $[_])][the Note Balance of the Class A-1b Notes immediately following the preceding Payment Date (or with respect to the first Payment Date, the Closing Date)], and

•

a fraction, the numerator of which is the actual number of days elapsed in the related Accrual Period and the denominator of which is 360.]

•

[Compounded SOFR] [+/-] [_]%;

•

[the related swap notional amount for that Payment Date (Schedule II attached to this prospectus sets forth the swap notional amount for each Payment Date based on an assumed initial Note Balance of the Class A-1b Notes of $[_])][the Note Balance of the Class A-1b Notes immediately following the preceding Payment Date (or with respect to the first Payment Date, the Closing Date)][; and

•

a fraction, the numerator of which is the actual number of days elapsed in the related Accrual Period and the denominator of which is 360.]

•

a fixed rate of interest with respect to the Class A-1b Notes;

•

[the related swap notional amount for that Payment Date (Schedule II attached to this prospectus sets forth the swap notional amount for each Payment Date based on an assumed initial Note Balance of the Class A-1b Notes of $[_])][the Note Balance of the Class A-1b Notes immediately following the preceding Payment Date (or with respect to the first Payment Date, the Closing Date)][; and

•

a fraction, the numerator of which is 30 and the denominator of which is 360.]

•

the failure of the Trust or [Cap][Swap] Counterparty to pay or deliver any amount when due under the [Cap][Swap] Agreement after giving effect to the applicable grace period,

•

the occurrence of certain events of bankruptcy and insolvency [(which generally will not be applicable to the Trust)], and

•

the following other standard events of default under the 2002 ISDA Master Agreement, as modified by the terms of the [Cap][Swap] Agreement: “Breach of Agreement; Repudiation of Agreement” (not applicable to the Trust), “Credit Support Default” (not applicable to the Trust except with respect to the Trust’s obligations under the credit support annex), “Misrepresentation” (not applicable to the Trust) and “Merger Without Assumption,” as described in Sections 5(a)(ii), 5(a)(iii), 5(a)(iv) and 5(a)(viii), respectively, of the 2002 ISDA Master Agreement.

		Fair Value	Fair Value (as a percentage)
Notes		$[_]	[_]%
Class R Interest		$[_]	[_]%
Total		$[_]	100.00%

		[Fair Value	Fair Value (as a percentage)
Notes		$[_]	[_]%
Class R Interest		$[_]	[_]%
Total		$[_]	100.00%]

•

[all monthly payments are timely received starting from [__], 20[_] and no Receivable is ever delinquent;]

•

[payments on the Notes are made on the [_] day of each month, whether or not that day is a Business Day, beginning in [___];]

•

[the Servicing Fee rate is [_]% per annum;]

•

[no one-time successor servicer engagement fee is paid and there are no other fees or expenses paid by the Trust, other than (x) the Servicing Fee and (y) Master Collateral Agent fees and expenses, Indenture Trustee (and with respect to any loan series, paying agent) fees and expenses, Owner Trustee fees and expenses[, Letter of Credit Provider fees and expenses [(if any)]] and Asset Representations Reviewer fees and expenses, which, in the aggregate under this clause (y) equal the amounts set forth in the following table:]

Payment Date	Total Monthly Fees
January	$[_]
February	$[_]
March	$[_]
April	$[_]
May	$[_]
June	$[_]
July	$[_]
August	$[_]
September	$[_]
October	$[_]
November	$[_]
December	$[_]

•

[the Reserve Account is initially funded with an amount equal to $[_];]

•

[as of the Closing Date, the amount on deposit in the Principal Funding Account is [zero];]

•

[the initial Note Balance of the Class A[-1] Notes [allocated to the Class A-1a Notes is between $[_] and $[_] and to the Class A-1b Notes is between $[_] and $[_], and the initial Note Balance of the Class A-2 Notes, Class A-3 Notes, Class B Notes, Class C Notes, Class D Notes and Class E Notes is equal to the initial Note Balance for that class of Notes set forth on the cover of this prospectus;]

•

[interest accrues on the Class A-1[a] Notes at [_]% per annum, [the Class A-1b Notes at Compounded SOFR + [_]% per annum,] the Class A-2 Notes at [_]% per annum, the Class A-3 Notes at [_]% per annum, the Class B Notes at [_]% per annum, the Class C Notes at [_]% per annum, the Class D Notes at [_]% per annum and the Class E Notes at [_]% per annum;]

•

[in determining the interest payments on the Class A-1b Notes, Compounded SOFR is assumed to reset consistent with the applicable forward rate curve as of [___], 20[_] and it is assumed that no Benchmark Transition Event has occurred;]

•

[the Series [_]-[_] Discount Rate is [_]%;]

•

[the Closing Date is [___];]

•

[the Trust issues another Group [_] Series of notes on the Closing Date;]

•

[no Make-Whole Payments are paid on the Notes;]

•

[no Additional Interest Amounts are paid on the Notes;] and

---

33	The assumptions are for illustrative purposes only.  A particular transaction may not have the same assumptions as set forth herein, or such assumptions may be revised as appropriate or as required.

•

[neither an Amortization Event nor an Event of Default occurs].

•

in months [_]-[_] of the device payment plan agreement, prepayments will occur at a [_]% constant prepayment rate (“CPR”) of the then outstanding principal balance of the Receivables,

•

in months [_]-[_] of the device payment plan agreement, prepayments will occur at a [_]% CPR of the then outstanding principal balance of the Receivables,

•

in months [_]-[_] of the device payment plan agreement, prepayments will occur at a [_]% CPR of the then outstanding principal balance of the Receivables,

•

in months [_]-[_] of the device payment plan agreement, prepayments will occur at a [_]% CPR of the then outstanding principal balance of the Receivables,

•

in months [_]-[_] of the device payment plan agreement, prepayments will occur at a [_]% CPR of the then outstanding principal balance of the Receivables,

•

in months [_]-[_] of the device payment plan agreement, prepayments will occur at a [_]% CPR of the then outstanding principal balance of the Receivables,

•

in months [_]-[_] of the device payment plan agreement, prepayments will occur at a [_]% CPR of the then outstanding principal balance of the Receivables,

•

in months [_]-[_] of the device payment plan agreement, prepayments will occur at a [_]% CPR of the then outstanding principal balance of the Receivables,

•

in months [_]-[_] of the device payment plan agreement, prepayments will occur at a [_]% CPR of the then outstanding principal balance of the Receivables,

•

in months [_]-[_] of the device payment plan agreement, prepayments will occur at a [_]% CPR of the then outstanding principal balance of the Receivables,

•

in months [_]-[_] of the device payment plan agreement, prepayments will occur at a [_]% CPR of the then outstanding principal balance of the Receivables, and

•

in and after month [_] of the device payment plan agreement, prepayments will occur at a [_]% CPR of the then outstanding principal balance of the Receivables;

•

in months [_]-[_] of the Device Payment Plan Agreement, [_]% of defaults occur in each month,

•

in months [_]-[_] of the Device Payment Plan Agreement, approximately [_]% of defaults occur in each month,

•

in month [_] of the Device Payment Plan Agreement, approximately [_]% of defaults occur,

•

in month [_] of the Device Payment Plan Agreement, approximately [_]% of defaults occur,

•

in month [_] of the Device Payment Plan Agreement, approximately [_]% of defaults occur,

•

in months [_]-[_] of the Device Payment Plan Agreement, approximately [_]% of defaults occur in each month,

•

in month [_] of the Device Payment Plan Agreement, approximately [_]% of defaults occur,

•

in month [_] of the Device Payment Plan Agreement, approximately [_]% of defaults occur,

•

in months [_]-[_] of the Device Payment Plan Agreement, approximately [_]% of defaults occur in each month,

•

in months [_]-[_] of the Device Payment Plan Agreement, approximately [_]% of defaults occur in each month,

•

in month [_] of the Device Payment Plan Agreement, approximately [_]% of defaults occur,

•

in months [_]-[_] of the Device Payment Plan Agreement, approximately [_]% of defaults occur in each month,

•

in months [_]-[_] of the Device Payment Plan Agreement, approximately [_]% of defaults occur in each month,

•

in month [_] of the Device Payment Plan Agreement, approximately [_]% of defaults occur,

•

in months [_]-[_] of the Device Payment Plan Agreement, approximately [_]% of defaults occur in each month,

•

in month [_] of the Device Payment Plan Agreement, approximately [_]% of defaults occur,

•

in month [_] of the Device Payment Plan Agreement, approximately [_]% of defaults occur,

•

in months [_]-[_] of the Device Payment Plan Agreement, approximately [_]% of defaults occur in each month,

•

in months [_]-[_] of the Device Payment Plan Agreement, approximately [_]% of defaults occur in each month,

•

in month [_] of the Device Payment Plan Agreement, approximately [_]% of defaults occur,

•

in months [_]-[_] of the Device Payment Plan Agreement, approximately [_]% of defaults occur in each month, and

•

in and after month [_] of the Device Payment Plan Agreement, [_]% of defaults occur in each month;

•

the Receivables transferred by that Originator [or the Additional Transferor] and the Collections on the Receivables would not be property of that Originator’s [or the Additional Transferor’s] bankruptcy estate under U.S. federal bankruptcy laws, and

•

the automatic stay under U.S. federal bankruptcy laws would not apply to prevent payment of the Collections on the Receivables to the Depositor or the Trust.

•

the Receivables transferred by the Depositor and the Collections on the Receivables would not be property of the Depositor’s bankruptcy estate under U.S. federal bankruptcy laws, and

•

the automatic stay under U.S. federal bankruptcy laws would not apply to prevent payment of the Collections on the Receivables to the Trust.

•

the Marketing Agent was insolvent or rendered insolvent by reason of making the Upgrade Prepayment or incurring the Upgrade Prepayment obligation;

•

the Upgrade Prepayment or the Upgrade Prepayment obligation left the Marketing Agent with an unreasonably small amount of capital to carry on the business; or

•

the Marketing Agent intended to, or believed that the Marketing Agent would, incur debts beyond its ability to pay as they mature.

Fee		Amount
Master Collateral Agent fee		$[1,666.67] to be paid [monthly], allocated to Series [_]-[_] based on the Series [_]-[_] Group Allocated Percentage
Indenture Trustee fee		$[_] to be paid [annually][monthly]

Fee		Amount
Owner Trustee fee		an [annual] equal to $[5,000], payable on the Payment Date occurring in July of each calendar year, which began in July 2021, plus an additional annual fee of $[15,000] per Series, payable on the first Payment Date for each such Series and then each calendar year thereafter, allocated to Series [_]-[_] based on the Series [_]-[_] Group Allocated Percentage
[Letter of Credit Provider fee ]		[$[_] to be paid [_]]
Asset Representations Reviewer fee		[(i)] $[416.67] to be paid [monthly], allocated to Series [_]-[_] based on the Series [_]-[_] ARR Series Allocation Percentage [and (ii) $[1,666.67] to be paid [monthly], based on the Series [_]-[_] Supplemental ARR Series Allocation Percentage]
Asset Representations Reviewer review fee		$[50,000], to be paid in connection with an Asset Representations Review, allocated to Series [_]-[_] based on the Series [_]-[_] ARR Series Allocation Percentage
Servicing Fee		1/12 of [_]% of the Pool Balance, to be paid monthly, allocated to Series [_]-[_] based on the Series [_]-[_] Allocation Percentage
Successor servicing fee		(i) one-time successor servicer engagement fee of $[150,000], payable on the first Payment Date following the successor servicer’s assumption of its duties as successor servicer and (ii) a fee equal to the product of the Series [_]-[_] Group Allocated Percentage and the excess, if any, of $[425,000] over the Servicing Fee, to be paid monthly, in each case, allocated to Series [_]-[_] based on the Series [_]-[_] Group Allocated Percentage

•

Group [_] Available Funds for the related Collection Period,

•

Series [_]-[_] Available Funds for the related Collection Period,

•

fees and expenses payable to the Master Collateral Agent, the Indenture Trustee, the Owner Trustee[, [the][a] Letter of Credit Provider[, if any]] and the Asset Representations Reviewer,

•

fees and expenses payable to the Master Collateral Agent, the Owner Trustee and the Asset Representations Reviewer allocated to Series [_]-[_],

•

Servicing Fee and, if applicable, any supplemental successor servicing fee, payable to the Servicer or any successor servicer,

•

Servicing Fee and, if applicable, any supplemental successor servicing fee, payable to the Servicer or any successor servicer allocated to Series [_]-[_],

•

the Pool Balance, the Series Invested Amount for Series [_]-[_], the Adjusted Series Invested Amount for Series [_]-[_] and the Series [_]-[_] Allocation Percentage,

•

the Transferor’s Percentage and the Transferor’s Allocation for such Payment Date,

•

the amount of interest[,][and] principal [, Additional Interest Amounts] [and Make-Whole Payments] payable and paid on each class of Notes, in each case, expressed as an aggregate amount and per $1,000 of the Note Balance,

•

[[Compounded SOFR] (or the applicable Benchmark) for the Accrual Period immediately preceding the Payment Date],

•

the Priority Principal Payments, if any, including deposits into the Principal Funding Account,

•

the Note Balance of each class of Notes at the beginning of the period and the end of the period and the note factors needed to compute the Note Balance of each class of Notes, in each case giving effect to all payments to be made on the Payment Date,

•

the beginning and ending balance of the Reserve Account and the amount of any withdrawals from or deposits therefrom to be made on the Payment Date,

•

the beginning and ending balance of the Principal Funding Account and the amount of any withdrawals from or deposits therefrom to be made on the Payment Date,

•

[[if applicable,] the amount, if any, drawn on [the][any] Letter of Credit and the amount, if any, payable to the Letter of Credit Provider including any interest accrued on the drawn amount;]

•

[the amount, if any, payable by the [Cap][Swap] Counterparty to the Trust in respect of Series [_]-[_] under the [Cap][Swap] Agreement [and the amount, if any, payable by the Trust from Series [_]-[_] Available Funds to the Swap Counterparty under the Swap Agreement] with respect to the Payment Date;]

•

information on the pool composition and the performance of the Receivables for the calendar month immediately preceding the Payment Date, including the Pool Balance and the number of Receivables in the pool at the beginning and end of the Payment Date, and the aggregate amount paid by an Originator, the Marketing Agent, the Servicer or the Parent Support Provider, as applicable, to reacquire or acquire certain Receivables,

•

delinquency and write-off information on the Receivables for the calendar month immediately preceding the Payment Date,

•

[the amount of Series [_]-[_] Available Funds released to the holder of the [Certificates][Class R Interest], and

•

information on tests used to determine whether an Amortization Event has occurred.

•

any material change in practices with respect to write-offs and collection and management of delinquent Receivables or any other servicing practices,

•

any material modifications, extensions or waivers to Receivables terms, fees, penalties or payments during the related Collection Period,

•

any material breaches of representations, warranties or covenants contained in the Receivables Transfer Agreement[s] or the Transfer and Servicing Agreement,

•

any material change in the underwriting, origination or acquisition of Receivables,

•

a description of any events that triggered a review of the ARR Receivables by the Asset Representations Reviewer during the prior calendar month,

•

if the Asset Representations Reviewer delivered a review report during the prior month, a summary of the report,

•

if the Asset Representations Reviewer resigned or was removed, replaced or substituted, or if a new asset representations reviewer was appointed during the prior calendar month, the identity and experience of the new asset representations reviewer, the date and the circumstances surrounding the change, and

•

information required with respect to any request from a Public Group [_] Noteholder or a Verified Note Owner during the prior calendar month to communicate with other Creditors, as described under “Description of the Notes—Noteholder Communications.”

•

whether the investment is permitted under the Plan’s governing documents,

•

whether the fiduciary has the authority to make the investment,

•

whether the investment is consistent with the Plan’s funding objectives,

•

the tax effects of the investment,

•

whether under the general fiduciary standards of investment prudence and diversification an investment in any Notes is appropriate for the Plan, taking into account the overall investment policy of the Plan and the composition of the Plan’s investment portfolio, and

•

whether the investment is prudent considering the factors discussed in this prospectus.

•

PTCE 84-14, regarding transactions effected by qualified professional asset managers,

•

PTCE 90-1, regarding transactions entered into by insurance company pooled separate accounts,

•

PTCE 91-38, regarding transactions entered into by bank collective investment funds,

•

PTCE 95-60, regarding transactions entered into by insurance company general accounts, and

•

PTCE 96-23, regarding transactions effected by in-house asset managers.

•

Reports on Form 8-K (Current Report) including as exhibits to the Form 8-K, the transaction documents and any other Series Related Documents;

•

Reports on Form 8-K (Current Report) following the occurrence of events specified in Form 8-K requiring disclosure, which are required to be filed within the time-frame specified in Form 8-K related to the type of event;

•

Reports on Form 10-D (Asset-Backed Issuer Distribution Report) containing the distribution and pool performance information required on Form 10-D, which are required to be filed fifteen (15) days following each Payment Date; and

•

Report on Form 10-K (Annual Report) containing the items specified in Form 10-K with respect to a fiscal year, and the items required pursuant to Items 1122 and 1123 of Regulation AB of the Exchange Act.

Underwriters

Class A-1[a] Notes

[Class A-1b Notes]

Class A-2 Notes

Class A-3 Notes

Class B Notes

Class C Notes

Class D Notes

Class E Notes

[___]

$[_]

$[_]

$[_]

$[_]

$[_]

$[_]

$[_]

$[_]

[___]

$[_]

$[_]

$[_]

$[_]

$[_]

$[_]

$[_]

$[_]

[___]

$[_]

$[_]

$[_]

$[_]

$[_]

$[_]

$[_]

$[_]

[___]

$[_]

$[_]

$[_]

$[_]

$[_]

$[_]

$[_]

$[_]

[___]

$[_]

$[_]

$[_]

$[_]

$[_]

$[_]

$[_]

$[_]

[___]

$[_]

$[_]

$[_]

$[_]

$[_]

$[_]

$[_]

$[_]

Total

$[_][(1)(2)]

$[_][(1)(2)]

$[_][(1)]

$[_][(1)]

$[_][(1)]

$[_][(1)]

$[_][(1)]

$[_][(1)]

[(1)

The initial Note Balance of each class of Notes may be increased or decreased, pro rata, on or before the day of pricing.]

[(2)

The allocation of the initial Note Balance between the Class A-1a Notes and Class A-1b Notes will be determined on the day of pricing of the Notes offered hereunder.  If the aggregate initial Note Balance of the Notes is increased or decreased, such maximum initial Note Balance of the Class A-1b Notes will be increased or decreased, as applicable, proportionately.  The Depositor expects that the initial Note Balance of the Class A-1b Notes will not exceed 30% of the aggregate initial Note Balance of the Class A-1a Notes and the Class A-1b Notes.]

		Underwriting Discount and Commissions		Net Proceeds(1)		Selling Concessions Not to Exceed(2)		Reallowance Not to Exceed
Class A-1[a] Notes		[_]%		[_]%		[_]%		[_]%
[Class A-1b Notes]		[_]%		[_]%		[_]%		[_]%
Class A-2 Notes		[_]%		[_]%		[_]%		[_]%
Class A-3 Notes		[_]%		[_]%		[_]%		[_]%
Class B Notes		[_]%		[_]%		[_]%		[_]%
Class C Notes		[_]%		[_]%		[_]%		[_]%
Class D Notes		[_]%		[_]%		[_]%		[_]%
Class E Notes		[_]%		[_]%		[_]%		[_]%

(1)	Before deducting expenses, estimated to be $[_________].

(2)	In the event of possible sales to affiliates, one or more of the underwriters may be required to forego a de minimis portion of the selling concession they would otherwise be entitled to receive.

•

it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the Depositor; and

•

it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the UK.]

(a)

the expression “UK retail investor” means a person who is one (or more) of the following: (A) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) 2017/565 as it forms part of the domestic law of the UK by virtue of the EUWA and as amended; or (B) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (such rules and regulations, as amended), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of the domestic law of the UK by virtue of the EUWA and as amended; or (C) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation; and

(b)

the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.]

(a)

the expression “EU retail investor” means a person who is one (or more) of the following: (A) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (B) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (C) not a qualified investor as defined in Article 2 of the EU Prospectus Regulation; and

(b)

the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.]

(i)

failure to pay interest (other than any additional interest amounts, if applicable) due on any Group [_] Credit Extension of the controlling class of any Group [_] Series within [thirty-five (35)] days after any Payment Date,

(ii)

failure to pay the Outstanding principal amount or make-whole payments (as applicable) on any Group [_] Credit Extension on the related final maturity date,

(iii)

failure by the Trust to observe or perform any material covenant or agreement in any Primary Series Document, or any representation or warranty of the Trust made in any Primary Series Document or in any officer’s certificate delivered in connection with any Primary Series Document is incorrect in any material respect when made, and, in either case, (x) has a material adverse effect on the Group [_] Creditors, and (y) is not cured for a period of [ninety (90)] days after written notice was given to the Trust by the Master Collateral Agent or to the Trust and the Master Collateral Agent by Creditor Representatives representing Group [_] Series with Credit Extensions comprising at least [25]% of the aggregate Outstanding principal amount of all Group [_] Credit Extensions, [or]

(iv)

a bankruptcy or dissolution of the Trust.

(i)

for each class of Notes [other than the Class A-1b Notes], the excess of (a) the sum of the present value of (x) the amount of all future interest payments that would otherwise accrue on the Note Balance of such class of Notes from the Optional Redemption date until the First Par Redemption Date and (y) the principal payment, with each payment under this clause (a) discounted from the First Par Redemption Date to the Optional Redemption date, monthly on a 30/360 day basis at the Make-Whole Discount Rate over (b) the principal payment[; and

(ii)

for the Class A-1b Notes, the excess of (a) the sum of the present value of (x) the amount of all future interest payments that would otherwise accrue on the Note Balance of the Class A-1b Notes at an interest rate of Compounded SOFR applicable to that Payment Date plus the spread applicable to the Class A-1b Notes from the Optional Redemption date until the First Par Redemption Date and (y) the principal payment, with each payment under this clause (a) discounted from the First Par Redemption Date to the Optional Redemption date, monthly on an actual/360 day basis at Compounded SOFR applicable to that Payment Date over (b) the principal payment;

(i)

Verizon Communications’ long-term unsecured debt is rated equal to or higher than “A” by S&P, “A” by Fitch and “Baa2” by Moody’s,

(ii)

Verizon Communications guarantees certain payment obligations of Cellco, as Servicer, as provided in the Parent Support Agreement, and

(iii)

no Servicer Termination Event has occurred.

1.

a citizen or resident of the United States;

2.

an entity treated as a corporation for U.S. federal income tax purposes created or organized under the laws of the United States, any state thereof, or the District of Columbia;

3.

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

4.

a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons within the meaning of Section 7701(a)(30) of the Code have authority to control all substantial decisions of the trust

or (b) the trust was in existence on August 20, 1996 and is eligible to elect, and has made a valid election, to be treated as a U.S. Person despite not meeting the requirements of clause (a).

•

a trade confirmation,

•

an account statement,

•

a letter from a broker dealer that is reasonably acceptable to the Master Collateral Agent, or

•

any other form of documentation that is reasonably acceptable to the Master Collateral Agent.

Payment Date*	[Cap][Swap] Notional ($)	[Cap Rate]

[(1)	Receivables reflect their initial Principal Balance.  Excludes cancelled Receivables.  Excludes Receivables with balances less than $50.

(2)	Period from [___], 20[_] through [___], 20[_].

(3)	Weighted averages are weighted by the aggregate Principal Balance of the related Receivables in the origination year as of the origination date.

(4)	Excludes Receivables that have Consumer Obligors who did not have FICO® Scores because they are individuals with minimal or no recent credit history.

(5)	This FICO® Score reflects the FICO® Score 8 of the related Consumer Obligor. The FICO® Score is calculated, with respect to each Consumer Receivable on or about the date on which such Receivable was originated.

(6)	Comprised of Obligors whose wireless devices were subject to an upgrade as of the applicable date.

(7)

Includes account level device protection that includes insurance and line level device protection that includes insurance associated with the Receivable’s active line either at the time of origination or added within 30 days of origination, while remaining active as of the date that is 30 days following origination.

(8)	Based on the billing addresses of the Obligors.

(9)

Customer Tenure reflects the number of months the Obligor has had a Verizon Wireless account based on the oldest active account establishment date for such Obligor, which may include periods of up to fifty (50) days of disconnected service, up to ninety (90) days of suspended service or longer service suspensions in connection with the Servicemembers Civil Relief Act.

(10)	Represents a number greater than 0.00% but less than 0.01%.

(11)	Includes Receivables that are secured by the related wireless device and have a perfected security interest in such wireless device.

(12)

Receivable cumulative loss history by percentage of dollar amount equals the aggregate Principal Balance of Receivables that have been written-off as a percentage of the aggregate Principal Balance of Receivables originated in the vintage with at least twelve (12) months of performance history.  For values denoted with an asterisk, Receivable cumulative loss history by percentage of dollar amount equals the aggregate Principal Balance of Receivables that have been written-off as a percentage of the aggregate Principal Balance of Receivables originated in the vintage with less than twelve (12) months of performance history.

(13)

Includes only Receivables where either (i) at least one payment by the Obligor under the related Receivable has been received with respect to such Receivable, or (ii) the related Obligor has at least one (1) year of Customer Tenure with Verizon Wireless.  See footnote (9) for a description of Customer Tenure.

(14)	Excludes cancelled Receivables.

(15)

Receivable cumulative prepayment history by percentage of dollar amount equals the aggregate Principal Balance of Receivables that were prepaid by the Obligor or that had an Upgrade Offer exercised as a percentage of the aggregate Principal Balance of Receivables originated in the vintage with at least twelve (12) months of performance history.  For values denoted with an asterisk, Receivable cumulative prepayment history by percentage of dollar amount equals the aggregate Principal Balance of Receivables that were prepaid by the Obligor or that had an Upgrade Offer exercised as a percentage of the aggregate Principal Balance of Receivables originated in the vintage with less than twelve (12) months of performance history.

(16)

Receivable cumulative Upgrade Prepayment history by percentage of dollar amount equals the aggregate Principal Balance of Receivables that had an Upgrade Offer exercised as a percentage of the aggregate Principal Balance of Receivables originated in the vintage with at least twelve (12) months of performance history.  For values denoted with an asterisk, Receivable cumulative Upgrade Prepayment history by percentage of dollar amount equals the aggregate Principal Balance of Receivables that had an Upgrade Offer exercised as a percentage of the aggregate Principal Balance of Receivables originated in the vintage with less than twelve (12) months of performance history.

(17)	Pool balances for each month of origination in the yearly origination pools are aggregated.  Months since origination is a relative time period from each month’s originations.

(18)	A Receivable is shown as delinquent if any amount owed under the Obligor account is past due, regardless of whether the amount due on the Receivable has been paid in full pursuant to the Servicer’s internal payment waterfall.

(19)	Aggregate Principal Balance shown is the outstanding balance of Receivables at the end of each relative period, excluding Receivables written-off during the period.

(20)	The period of delinquency is the number of days with unpaid due charges on an account excluding accounts that have been written-off.  Delinquency as shown in the table begins thirty (30) days after billing.  As of the most recent bill for the related account at period end.

(21)	The percentage of >60 day delinquent Receivables is calculated as the dollar amount of Receivables greater than sixty (60) days delinquent as a percentage of the aggregate Principal Balance.]

20[_]

20[_]

20[_]

20[_]

20[_]

20[_](2)

Number of Receivables

Number of accounts

Aggregate original Principal Balance

Minimum

Maximum

Average

Average monthly payment

Weighted average remaining installments (in months)(3)

Weighted average FICO® Score of Consumer Obligors under Consumer Receivables (3)(4)(5)

Percentage of Consumer Receivables with Consumer Obligors without a FICO® Score(5)

Percentage of Receivables with customers with smart phones

Percentage of Receivables with customers with other wireless devices

Percentage of Receivables with customers with upgrade eligibility(6)

Percentage of Receivables with device protection that includes insurance(7)

Geographic concentration

First highest geographic concentration (state and %)(8)

Second highest geographic concentration (state and %)(8)

Third highest geographic concentration (state and %)(8)

Weighted average Customer Tenure (in months)(2)(9)

Percentage of Receivables with monthly payments

Percentage of Receivables with [0.00]% APR

Percentage of Receivables with [_] month original term

Percentage of Receivables with [_] month original term

Percentage of Receivables with [_] month original term

Percentage of Receivables with [_] month original term(10)

Financing for wireless devices

Unsecured Receivables

Secured Receivables(11)

Percentage of Receivables that are Business Receivables

			Origination Vintage
			20[_]		20[_]		20[_]		20[_]		20[_]		20[_](2)
Months Since Origination	Aggregate Principal Balance of Receivables originated ($)(14)		$		$		$		$		$		$
	0		%		%		%		%		%		%
	1
	2
	3
	4
	5
	6
	7
	8
	9
	10
	11
	12
	13
	14
	15
	16
	17
	18
	19
	20
	21
	22
	23
	24

			Origination Vintage
			20[_]		20[_]		20[_]		20[_]		20[_]		20[_](2)
Months Since Origination	Aggregate Principal Balance of Receivables originated ($)(14)		$		$		$		$		$		$
	0		%		%		%		%		%		%
	1
	2
	3
	4
	5
	6
	7
	8
	9
	10
	11
	12
	13
	14
	15
	16
	17
	18
	19
	20
	21
	22
	23
	24

			Origination Vintage
			20[_]		20[_]		20[_]		20[_]		20[_]		20[_](2)
Months Since Origination	Aggregate Principal Balance of Receivables originated ($)(14)		$		$		$		$		$		$
	0		%		%		%		%		%		%
	1
	2
	3
	4
	5
	6
	7
	8
	9
	10
	11
	12
	13
	14
	15
	16
	17
	18
	19
	20
	21
	22
	23
	24

			End of Month Aggregate Principal Balance(19)		Delinquencies
					31-60 days(20)		61-90 days(20)		91-120 days(20)		121+ days(20)		>60 days Delinquent %(21)
Months Since Origination
	0				$		$		$		$		%
	1
	2
	3
	4
	5
	6
	7
	8
	9
	10
	11
	12
	13
	14
	15
	16
	17
	18
	19
	20
	21
	22
	23
	24

Notes[(1)]	Initial Note Balance	Interest Rate	Accrual Method	Anticipated Redemption Date	Final Maturity Date
Class [_] notes	$[_]	[_]%	[_]/[_]	[__], 20[_]	[__], 20[_]
Class [_] notes	$[_]	[Compounded SOFR +] [_]%[(2)]	[_]/[_]	[__], 20[_]	[__], 20[_]
Class [_] notes	$[_]	[_]%	[_]/[_]	[__], 20[_]	[__], 20[_]
Class [_] notes	$[_]	[_]%	[_]/[_]	[__], 20[_]	[__], 20[_]
Total	$[_]