SERIES 2025-6 ACCOUNT CONTROL AGREEMENT among VERIZON MASTER TRUST, as Grantor U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Secured Party and U.S. BANK NATIONAL ASSOCIATION, as Financial Institution Dated as of June 24, 2025

---

---

TABLE OF CONTENTS

(continued)

Page

 

---

---

---

---

---

---

---

---

---

---

Section 7.5          Submission to Jurisdiction.  Each party submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for legal proceedings relating to this Agreement.  Each party irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or in the future have to the venue of a proceeding brought in such a court and any claim that the proceeding was brought in an inconvenient forum.

Section 7.6          WAIVER OF JURY TRIAL.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY MATTER ARISING THEREUNDER WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

Section 7.7          No Waiver; Remedies.  No party’s failure or delay in exercising a power, right or remedy under this Agreement will operate as a waiver.  No single or partial exercise of a power, right or remedy will preclude any other or further exercise of the power, right or remedy or the exercise of any other power, right or remedy.  The powers, rights and remedies under this Agreement are in addition to any powers, rights and remedies under Law.

Section 7.8          Severability.  If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement and will not affect the validity, legality or enforceability of the remaining Agreement.

Section 7.9          Headings.  The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.

Section 7.10          Counterparts.  This Agreement may be executed in multiple counterparts.  Each counterpart will be an original and all counterparts will together be one document.

Section 7.11          Electronic Signatures.  Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

 

[Remainder of Page Left Blank]

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

 

 

[Letterhead of U.S. Bank Trust Company, National Association]

 

[Date]

 

U.S. Bank National Association, as Financial Institution

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Chicago, Illinois 60603

Attention: Global Structured Finance/Verizon Master Trust, Series 2025-6

 

 

Ladies and Gentlemen:

 

As referenced in the Series 2025-6 Account Control Agreement dated as of June 24, 2025 (the “Agreement”), among Verizon Master Trust, a Delaware statutory trust, as grantor (the “Grantor”), U.S. Bank Trust Company, National Association, a national banking association, as Indenture Trustee for the benefit of the Noteholders (in this capacity, the “Secured Party”), and U.S. Bank National Association, a national banking association, in its capacity as both a “securities intermediary” as defined in Section 8-102 of the Uniform Commercial Code (“UCC”) and a “bank” as defined in Section 9-102 of the UCC (in such capacities, the “Financial Institution”), we hereby give you notice of our sole control over the Collateral Accounts (as defined in the Agreement) and all financial assets or other property credited thereto.  You are hereby instructed, in your capacity as Financial Institution, not to accept any direction, instruction or entitlement order with respect to any Collateral Account or the financial assets or other property credited thereto from any person other than the Secured Party, unless otherwise ordered by a court of competent jurisdiction.

 

You are instructed to deliver a copy of this notice by electronic mail to the Grantor, c/o Cellco Partnership d/b/a Verizon Wireless, as administrator of the Verizon Master Trust in accordance with Section 7.3 of the Agreement.

 

 

 

[Letterhead of U.S. Bank Trust Company, National Association]

 

[Date]

 

U.S. Bank National Association, as Financial Institution

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Chicago, Illinois 60603

Attention: Global Structured Finance/Verizon Master Trust, Series 2025-6

 

You are hereby notified that the Series 2025-6 Account Control Agreement dated as of June 24, 2025 (the “Agreement”), among Verizon Master Trust, a Delaware statutory trust, as grantor (the “Grantor”), U.S. Bank Trust Company, National Association, a national banking association, as Indenture Trustee for the benefit of the Noteholders (in this capacity, the “Secured Party”), and U.S. Bank National Association, a national banking association, in its capacity as both a “securities intermediary” as defined in Section 8-102 of the Uniform Commercial Code (“UCC”) and a “bank” as defined in Section 9-102 of the UCC (in such capacities, the “Financial Institution”) is terminated and you have no further obligations to the undersigned pursuant to the Agreement.  Notwithstanding any previous instructions to you, you are hereby instructed, as Financial Institution, to accept all future directions with respect to the Collateral Accounts from the Grantor.  This notice terminates any obligations you may have to the undersigned with respect to the Agreement; however, nothing contained in this notice shall alter any obligations which you may otherwise owe to U.S. Bank Trust Company, National Association pursuant to any other agreement.

 

You are instructed to deliver a copy of this notice by electronic mail to the Grantor, c/o Cellco Partnership d/b/a Verizon Wireless, as administrator of the Verizon Master Trust in accordance with Section 7.3 of the Agreement.

 

	Very truly yours,
	U.S. BANK TRUST COMPANY, NATIONAL
		ASSOCIATION, not in its individual
		capacity, but solely as Secured Party
	By:
		Name
		Title: