FORM OF INDENTURE between VERIZON MASTER TRUST, as Trust and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee and Note Paying Agent Dated as of September 18, 2024 SERIES 2024-6

Exhibit 4.2

ARTICLE I	USAGE AND DEFINITIONS	1
Section 1.1	Usage and Definitions	1
Section 1.2	Incorporation by Reference of Trust Indenture Act	16
ARTICLE II	THE NOTES	17
Section 2.1	Form of Notes.	17
Section 2.2	Execution, Authentication and Delivery.	17
Section 2.3	Tax Treatment	18
Section 2.4	Note Register	18
Section 2.5	Registration of Transfer and Exchange.	18
Section 2.6	[Reserved].	20
Section 2.7	Mutilated, Destroyed, Lost or Stolen Notes.	20
Section 2.8	Persons Deemed Owners	20
Section 2.9	Payments on Notes.	21
Section 2.10	Cancellation of Notes	22
Section 2.11	Release of Series 2024-6 Collateral	22
Section 2.12	Book-Entry Notes.	22
Section 2.13	Definitive Notes	23
Section 2.14	Authenticating Agents.	24
Section 2.15	Note Paying Agents.	24
Section 2.16	Determination of Compounded SOFR: Effect of Benchmark Transition Event.	24
ARTICLE III	COVENANTS, REPRESENTATIONS AND WARRANTIES	27
Section 3.1	Payment of Principal, Interest and Other Amounts	27
Section 3.2	Maintenance of Office or Agency	27
Section 3.3	Money for Payments To Be Held in Trust.	27
Section 3.4	Existence	29
Section 3.5	Protection of Collateral.	29
Section 3.6	Performance of Obligations.	30
Section 3.7	Negative Covenants	30
Section 3.8	Opinions on Collateral.	31
Section 3.9	Annual Certificate of Compliance	31
Section 3.10	Successor or Transferee	31
Section 3.11	Further Acts and Documents	32

Section 3.12	Review of Trust’s Records	32
Section 3.13	Trust’s Representations and Warranties	32
Section 3.14	Trust’s Representations and Warranties About Security Interest	33
ARTICLE IV	SATISFACTION AND DISCHARGE	34
Section 4.1	Satisfaction and Discharge of Indenture.	34
ARTICLE V	EVENTS OF DEFAULT; REMEDIES	35
Section 5.1	Events of Default.	35
Section 5.2	Acceleration of Maturity; Rescission.	35
Section 5.3	Collection of Indebtedness by Indenture Trustee.	36
Section 5.4	Trustee May File Proofs of Claim.	36
Section 5.5	Enforcement of Claims Without Possession of Notes.	37
Section 5.6	Remedies; Priorities.	38
Section 5.7	[Reserved].	38
Section 5.8	Limitation on Suits.	38
Section 5.9	Unconditional Rights to Receive Principal and Interest	39
Section 5.10	Restoration of Rights and Remedies	39
Section 5.11	Rights and Remedies Cumulative	39
Section 5.12	Delay or Omission Not a Waiver	40
Section 5.13	Control by Noteholders	40
Section 5.14	Waiver of Potential Defaults and Events of Default.	40
Section 5.15	Agreement to Pay Costs	41
Section 5.16	Waiver of Stay or Extension Laws	41
Section 5.17	Performance and Enforcement of Obligations.	41
ARTICLE VI	INDENTURE TRUSTEE	42
Section 6.1	Indenture Trustee’s Obligations.	42
Section 6.2	Indenture Trustee’s Rights.	45
Section 6.3	Indenture Trustee’s Individual Rights	46
Section 6.4	Indenture Trustee’s Disclaimer	46
Section 6.5	Notice of Potential Defaults and Notice of Payment Defaults	46
Section 6.6	Reports by Indenture Trustee.	46
Section 6.7	Compensation and Indemnity.	48
Section 6.8	Resignation or Removal of Indenture Trustee.	49
Section 6.9	Merger or Consolidation; Transfer of Assets.	50

Section 6.10	Appointment of Separate Trustee or Co-Trustee.	50
Section 6.11	Eligibility	51
Section 6.12	Inspections of Indenture Trustee	51
Section 6.13	Indenture Trustee’s Representations and Warranties	52
Section 6.14	Reporting of Receivables Reacquisition and Acquisition Demands	52
Section 6.15	Preferential Collection of Claims Against the Trust	53
ARTICLE VII	NOTEHOLDER COMMUNICATIONS AND REPORTS	53
Section 7.1	Noteholder Communications.	53
Section 7.2	Reports by Trust.	54
Section 7.3	Reports by Indenture Trustee.	55
ARTICLE VIII	ACCOUNTS, DISTRIBUTIONS AND RELEASES	55
Section 8.1	Collection of Funds	55
Section 8.2	Series 2024-6 Accounts; Distributions.	55
Section 8.3	Series 2024-6 Accounts.	61
Section 8.4	Release of Series 2024-6 Collateral.	63
ARTICLE IX	AMENDMENTS	64
Section 9.1	Amendments Without Consent of Noteholders.	64
Section 9.2	Amendments with Consent of Controlling Class.	65
Section 9.3	Execution of Amendments.	66
Section 9.4	Effect of Amendment	67
Section 9.5	Reference in Notes to Supplemental Indentures	67
Section 9.6	[Reserved].	67
Section 9.7	Conformity with TIA	67
ARTICLE X	REDEMPTION OF NOTES	67
Section 10.1	Redemption.	67
ARTICLE XI	OTHER AGREEMENTS	68
Section 11.1	No Petition	68
Section 11.2	[Reserved].	69
Section 11.3	Trust Orders; Certificates and Opinions.	69
Section 11.4	Acts of Noteholders	70
Section 11.5	Trust Obligation	70
Section 11.6	Conflict with Trust Indenture Act	71
Section 11.7	Regulation RR Risk Retention	71

ARTICLE XII	MISCELLANEOUS	71
Section 12.1	Benefits of Indenture; Third-Party Beneficiaries	71
Section 12.2	Notices.	71
Section 12.3	GOVERNING LAW	72
Section 12.4	Submission to Jurisdiction	73
Section 12.5	WAIVER OF JURY TRIAL	73
Section 12.6	No Waiver; Remedies	73
Section 12.7	Severability	73
Section 12.8	Headings	73
Section 12.9	Counterparts	73
Section 12.10	Customer Identification Program	73
Section 12.11	[Reserved].	73
Section 12.12	Intent of the Parties; Reasonableness	73
Section 12.13	Electronic Signatures	74
Section 12.14	Class R Interest	74
Section 12.15	No Set-off	75
Exhibit A	Form of Notes	A-1
Exhibit B	Servicing Criteria to be Addressed in Assessment of Compliance	B-1

(1)

the sum of (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment;

(2)

the sum of (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or

(3)

the sum of (a) the alternate rate of interest that has been selected by the Administrator as the replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate securities at such time and (b) the Benchmark Replacement Adjustment.

(1)

the spread adjustment (which may be a positive or negative value or zero), or method for calculating or determining such spread adjustment, that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(2)

if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; or

(3)

the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrator giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate securities at such time.

(1)

in the case of clause (1) or (2) of the definition of “Benchmark Transition Event”, the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark (or such component); or

(2)

in the case of clause (3) of the definition of “Benchmark Transition Event”, the date of the public statement or publication of information referenced therein.

(1)

a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided, that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component);

(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 2024-6 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 2024-6 is greater than the excess of (i) the Group 1 Pool Balance over (ii) the sum of (x) the Ineligible Amount for Series 2024-6 and (y) the Series 2024-6 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 one (1) 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 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 22.00% 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-1a Notes	4.17%	$1,069,212,000
Class A-1b Notes	Compounded SOFR* + 0.67%	$267,300,000
Class B Notes	4.42%	$102,180,000
Class C Notes	4.67%	$61,308,000

(A)

in the event that, immediately following distributions on any Payment Date (a) the Revolving Period is in effect and (b) the Series 2024-6 Allocated Pool Balance exceeds the Adjusted Series Invested Amount for Series 2024-6, 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 2024-6 Available Funds on such immediately succeeding Payment Date;

(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-1a Notes, Class A-1b Notes, Class B Notes and Class C Notes is reduced to zero.

(A)

first, to the Noteholders of Class A-1a Notes and Class A-1b Notes, pro rata, based on the Note Balance of each such Class of Notes, in payment of principal until the aggregate 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 2024-6 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 2024-6 Collateral, other than Permitted Liens, or, except as permitted by this Indenture, the other Series 2024-6 Series Related Documents or the Transaction Documents, release the Lien of this Indenture on the Series 2024-6 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 2024-6 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

*/

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.

Reference	Criteria
	Cash Collection and Administration
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of § 240.13k-1(b)(1) of the Securities Exchange Act of 1934, as amended.
	Investor Remittances and Reporting
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements.
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.