INDENTURE between VERIZON MASTER TRUST, as Trust and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee and Note Paying Agent Dated as of September 16, 2025 SERIES 2025-8

Exhibit 4.2

Execution Version

(a)

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

(b)

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,

(c)

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

(d)

as of any Payment Date, a Pool Balance Deficit exists with respect to Group 1 after giving effect to distributions on such Payment Date (including deposits to the Principal Funding Account on such Payment Date),

(e)

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 Group 1 Receivables which became Written-Off Receivables during each of the three (3) prior Collection Periods by the Group 1 Pool Balance as of the first day of each of those Collection Periods, multiplied by four (4), exceeds 10.00%,

(f)

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 Group 1 Receivables that are ninety-one (91) days or more delinquent at the end of each of the three (3) prior Collection Periods by the Group 1 Pool Balance as of the last day of each of those Collection Periods, divided by three (3), exceeds 2.00%,

(g)

with respect to any Payment Date, the Series 2025-8 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,

(h)

as of any date of determination, the Discounted Series Invested Amount for Series 2025-8 is greater than the excess of (i) the Group 1 Pool Balance over (ii) the sum of (x) the Ineligible Amount for Series 2025-8 and (y) the Series 2025-8 Excess Concentration Amount,

(i)

a Servicer Termination Event has occurred and is continuing, or

(j)

an Event of Default for Group 1 has occurred and is continuing.

•

as of any date of determination, the remaining term of the Receivable was less than or equal to 36 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 1 on a Re-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 thirty-one (31) days or more delinquent by the Obligor, or (ii) that is in “suspend” or “disconnect” status (including as a result of the application of the Servicemembers Civil Relief Act) in accordance with the Servicing Procedures;

•

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 $3,000; and

•

as of the related Cutoff Date, either (i) at least two (2) payments made by the Obligor under the related device payment plan agreement have been received with respect to the related Receivable, or (ii) the related Obligor has at least one (1) year 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.

•

the amount by which the aggregate Principal Balance of Group 1 Receivables with Obligors that have less than twelve (12) months of Customer Tenure with Verizon Wireless exceeds 20.00% of the Group Pool Balance,

•

the amount by which the aggregate Principal Balance of Group 1 Receivables with Obligors that have less than sixty (60) months of Customer Tenure with Verizon Wireless exceeds 45.00% of the Group 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) 10.00%,

•

the aggregate Principal Balance of all Group 1 Receivables that are Consumer Receivables with the lowest FICO® Scores that would need to be excluded from the calculation of the Pool Balance of all Group 1 Receivables that are Consumer Receivables in order to cause the weighted average FICO® Score of the Consumer Obligors with respect to all Group 1 Receivables that are Consumer Receivables (weighted based on Principal Balances) included in such calculation of the Pool Balance of all Group 1 Receivables that are Consumer Receivables to be at least 700 (excluding any Group 1 Receivables that are Consumer Receivables with Consumer Obligors for whom FICO® Scores are not available), and

•

the amount by which the aggregate Principal Balance of Group 1 Receivables that are Consumer Receivables with Consumer Obligors for whom FICO® Scores are not available exceeds 4.50% of the Pool Balance of all Group 1 Receivables that are Consumer Receivables,

•

the amount by which the aggregate Principal Balance of Group 1 Receivables that are Business Receivables exceeds 10.00% of the Group Pool Balance.

Class	Note Interest Rate	Initial Note Balance
Class A Notes	4.16%	$356,400,000
Class B Notes	4.41%	$27,250,000
Class C Notes	4.60%	$16,350,000

(1)

It agrees not to (a) offer the Notes or any interest or participation in the Notes or (b) sell, transfer, assign, participate, pledge or otherwise dispose of any Note or any interest or participation in the Notes, or a “Note Transfer”, except in compliance with:

•

the Indenture,

•

the Securities Act, and

•

the restrictions and conditions in the legend on the Notes in “Note Legend.”

(2)

It understands that the Notes have not been and will not be registered under the Securities Act or the securities or blue sky laws of any state.

(3)

It understands that offers of the Notes or any interest or participation in the Notes or Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws and only (a) to a person that the holder reasonably believes is a QIB or (b) to a non-U.S. person outside the United States under Regulation S.

(4)

It acknowledges that neither the Trust nor any person representing the Trust has made any representation to it with respect to the Trust or the offering or sale of any Notes, other than the information contained in the offering memorandum that has been delivered to it and on which it is relying in making its investment decision with respect to the Notes.  It has had access to financial and other information concerning the Trust, the Depositor and the Notes as it has deemed necessary in connection with its decision to purchase the Notes, including an opportunity to ask questions of and request information from the Depositor.

(5)

It represents that it either (A)(i) is a QIB, (ii) is aware that the sale to it is being made in reliance on Rule 144A under the Securities Act and if it is acquiring the Notes or any interest or participation in the Notes for the account of another QIB, the other QIB is aware that the sale is being made in reliance on Rule 144A under the Securities Act and (iii) is acquiring the Notes or any interest or participation in the Notes for its own account or for the account of another QIB, or (B) (i) is not a “U.S. person” (as defined in Regulation S), (ii) is acquiring the notes in an offshore transaction (as defined in Regulation S) and (iii) is aware that the sale to it is being made in reliance on the exemption from registration provided by Regulation S.

(6)

It represents that it is purchasing the Notes for its own account, for one or more investor accounts for which it is acting as fiduciary or agent, in each case, for investment, and not with a view to offer, transfer, assign, participate, pledge or otherwise dispose of the Notes in connection with any distribution of the Notes that would violate the Securities Act.

(7)

It represents that if it is subject to Title I of ERISA, Section 4975 of the Code or any Similar Laws, its acquisition, holding and disposition of the Notes or any interest or participation in the Notes does not and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Laws, its acquisition, holding and disposition of the Notes or any interest or participation in the Notes does not and will not result in a violation of any Similar Laws).

(8)

It understands that any purported Note Transfer in contravention of any of the restrictions and conditions described above will be void and the purported transferee will not be recognized by the Trust or any other person as a Noteholder for any purpose.

(9)

It agrees to treat the Notes as indebtedness for applicable federal, state and local income and franchise tax law purposes and for purposes of any other tax imposed on, or measured by, income and the Trust as a mere security device formed to hold the Receivables and issue Notes and Certificates.

(10)

It acknowledges that the Depositor, the Note Registrar, the Indenture Trustee and the Trust will rely on the truth and accuracy of the acknowledgments, representations and agreements made by it and agrees that if any of the acknowledgments, representations and agreements deemed to have been made by it are no longer accurate, it will promptly notify the Depositor, the Note Registrar, the Indenture Trustee and the Trust.

(A)

in the event that, immediately following distributions on any Payment Date (a) the Revolving Period is in effect and (b) the Series 2025-8 Allocated Pool Balance exceeds the Adjusted Series

(B)

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

(C)

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 Section 8.2(d)(ii), until the aggregate Note Balance of the Class A Notes, Class B Notes and Class C Notes is reduced to zero.

(A)

first, to the Noteholders of Class A Notes in payment of principal until the Note Balance of the Class A Notes has been reduced to zero;

(B)

second, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero;

(C)

third, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; and

(D)

fourth, to the Series 2025-8 Series Certificate Distribution Account, for distribution to the Class R Interest, any remaining amounts.

(A)

change (1) the applicable Final Maturity Date on a Note, (2) the principal amount of or interest rate, Additional Interest Amount or Make-Whole Payment on a Note or (3) the Required Reserve Amount;

(B)

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

(C)

modify or alter the definition of “Controlling Class;”

(D)

permit the creation of any Lien ranking prior or equal to the Lien of this Indenture on the Series 2025-8 Collateral, other than Permitted Liens, or, except as permitted by this Indenture, the other Series 2025-8 Series Related Documents or the Transaction Documents, release the Lien of this Indenture on the Series 2025-8 Collateral; or

(E)

impair the right to institute suit for the enforcement of this Indenture, as provided in Section 5.8.

(A)

of the Redemption Date;

(B)

of the outstanding Note Balance of each Class of the Notes to be redeemed;

(C)

of the place to surrender the Notes for final payment (which will be the office or agency of the Trust maintained under Section 3.2); and

(D)

that on the Redemption Date, the outstanding Note Balance of the Notes plus accrued and unpaid interest, any unpaid Additional Interest Amounts and any unpaid Make-Whole Payments on the Notes will become due and payable in full and that interest on the Notes will cease to accrue from and after the Redemption Date, unless the Trust fails to pay the Notes on the Redemption Date.

(A)

a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture, any other Series 2025-8 Series Related Document or any Transaction Document relating to the covenant or condition;

(B)

a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based;

(C)

a statement that, in the opinion of the signatory, the signatory has made an examination or investigation, if necessary, to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and

(D)

a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with.

By:

WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee of Verizon Master Trust

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NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever.  The signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program or another “signature guarantee program” selected by the Note Registrar in addition to, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Exchange Act.

(i)

The Transferee is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act;

(ii)

The Transferee is acquiring the Notes for its own account or for an account that is a qualified institutional buyer within the meaning of Rule 144A. The Transferee (and each account) is acquiring not less than the minimum denomination of the Notes;

(iii)

The Transferee (and each account) is not formed for the purpose of acquiring the Notes;

(iv)

The Transferee will notify any future transferees of these transfer restrictions;

(v)

The Transferee is obtaining the Restricted Global Note in a transaction according to Rule 144A;

(vi)

The Transferee is obtaining the Restricted Global Note according to applicable securities laws of the United States and any other applicable jurisdiction; and

(vii)

The Transferee is either (check one):