Common use of Offering by Underwriter Clause in Contracts

Offering by Underwriter. Upon the authorization by the Underwriter of the release of the Underwritten Notes, the Underwriter proposes to offer the Underwritten Notes for sale upon the terms and conditions set forth in this Agreement and the Prospectus. (a) The Underwriter represents, warrants, covenants and agrees with the Depositor and Verizon Wireless that: (i) other than the Preliminary Prospectus and the Prospectus, it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Underwritten Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless the Underwriter has obtained the prior written approval of Verizon Wireless and the Depositor; provided, however, the Underwriter may prepare and convey to one or more of its potential investors without the consent of Verizon Wireless, the Depositor or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (a) information included in the Time of Sale Information, to the extent it has already been filed with the Commission in the Preliminary Prospectus or the Ratings Free Writing Prospectus, (b) information customarily included in confirmations of sales of securities and notices of allocations, (c) certain Intex.cdi files relating to the Receivables that do not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus previously filed with the Commission, (d) information contemplated by Rule 134 under the Securities Act, (e) the Bloomberg Screen or (f) preliminary pricing information or information regarding status of subscriptions that does not contain any Issuer Information (each such other written communication enumerated in this Section 4(a)(i), an “Underwriter Free Writing Prospectus”). As used herein, the term “Issuer Information” means any information of the type specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by the Underwriter, including traditional computational and analytical materials prepared by the Underwriter;

Offering by Underwriter. Upon the authorization by It is understood that the Underwriter of the release of the Underwritten Notes, the Underwriter proposes propose to offer the Underwritten Notes subject to this Agreement for sale upon to the terms and conditions public as set forth in this Agreement and the Prospectus. (a) The It is understood that the Underwriter represents, warrants, covenants and agrees with will solicit offers to purchase the Depositor and Verizon Wireless thatNotes as follows: (i) other than Prior to the Preliminary Prospectus time the Underwriter has received the Approved Offering Materials, the Underwriter may, in compliance with the provisions of this Agreement, solicit offers to purchase Notes; provided, that the Underwriter shall not accept any such offer to purchase a Note or any interest in any Note or Mortgage Loan or otherwise enter into any Contract of Sale for any Note, any interest in any Note or any Mortgage Loan prior to the investor’s receipt of Approved Offering Materials. (b) It is understood that the Underwriter will not enter into a Contract of Sale with any investor until the investor has received the Approved Offering Materials with respect to the Notes of such investor which are the subject of such Contract of Sale. For purposes of this Agreement, Contract of Sale has the same meaning as in Rule 159 of the Rules and Regulations and all Commission guidance relating to Rule 159, including without limitation the Commission’s statement in Securities Act Release No. 33-8501 that “a contract of sale can occur under the federal securities laws before there is a bilateral contract under state law, for example when a purchaser has taken all actions necessary to be bound but a seller’s obligations remain conditional under state law.” Each Contract of Sale for a Note entered into by the Underwriter shall expressly provide in writing that the Depositor is not obligated to issue such Note or any similar security and that the obligation of the Underwriter to deliver such Note is subject to the terms and conditions of this Agreement and the Prospectusavailability of such Note when, it has not made, used, prepared, authorized, approved or referred as and if issued by the Depositor. (c) It is understood that the Underwriter may provide to prospective investors certain Issuer Free Writing Prospectuses and will not prepare, make, use, authorize, approve or refer prepare and provide to any “written communication” prospective investors Underwriter Free Writing Prospectuses (as defined below), subject to the following conditions: (i) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Act, the Underwriter shall not convey or deliver any written communication to any person in connection with the initial offering of the Notes, unless such written communication (i) is made in reliance on Rule 405 134 under the Securities Act, (ii) that constitutes an offer to sell a prospectus satisfying the requirements of Rule 430B under the Act or solicitation (iii) constitutes a Free Writing Prospectus (as defined below). (ii) The Underwriter shall comply with all applicable laws and regulations in connection with the use of an offer to buy the Underwritten NotesFree Writing Prospectuses, including, including but not limited to any Rules 164 and 433 of the Rules and Regulations and all Commission guidance relating to Free Writing Prospectuses, including but not limited to Commission Release No. 33-8591. (iii) For purposes hereof, “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless the Underwriter has obtained the prior written approval of Verizon Wireless and the Depositor; provided, however, the Underwriter may prepare and convey to one or more of its potential investors without the consent of Verizon Wireless, the Depositor or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (a) information included in the Time of Sale Information, to the extent it has already been filed with the Commission in the Preliminary Prospectus or the Ratings Free Writing Prospectus” shall have the meaning given such term in Rules 405 and 433 of the Rules and Regulations. For purposes hereof, (b“Issuer Free Writing Prospectus” shall have the meaning given such term in Rule 433(h) information customarily included in confirmations of sales of securities the Rules and notices of allocationsRegulations, (c) certain Intex.cdi files relating to the Receivables that do not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus previously filed with the Commission, (d) information contemplated by Rule 134 under the Securities Act, (e) the Bloomberg Screen or (f) preliminary pricing information or information regarding status of subscriptions that does not contain any Issuer Information (each such other written communication enumerated in this Section 4(a)(i), an and “Underwriter Free Writing Prospectus”)” shall mean all Free Writing Prospectuses other than Issuer Free Writing Prospectuses. As used herein, the term “Issuer Information” means any information shall have the meaning given such term in Rule 433 (h) of the type 1933 Act Regulations, including the information specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term ) and “Underwriter Derived Information” shall refer to information of the type described in clause (5) of such footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by the Underwriter. Consistent with such definition, including traditional computational “Issuer Information” shall not be deemed to include any information in a Free Writing Prospectus solely by reason of the Depositor’s review of the materials pursuant to subsection (d) below. For purposes hereof, “ABS Informational and analytical materials prepared by Computational materials” shall have the Underwriter;meaning given such term in Item 1101 of Regulation AB.

Offering by Underwriter. Upon the authorization by the Underwriter of the release of the Underwritten Notes, (a) It is understood that the Underwriter proposes to offer the Underwritten Notes for sale upon to the terms and conditions public as set forth in this Agreement the Time of Sale Prospectus and the Final Prospectus. (ab) It is understood that at or prior to the Time of Sale, the Underwriter will have provided to prospective investors the Time of Sale Prospectus in connection with their offering of the Notes. (c) The Underwriter represents, warrants, covenants and shall not enter into a Contract of Sale with any potential investor unless the Underwriter has conveyed the Time of Sale Prospectus to such potential investor prior to such Contract of Sale. (d) The Underwriter agrees with the Depositor and Verizon Wireless that: (i) other than Unless preceded or accompanied by a prospectus satisfying the Preliminary Prospectus and requirements of Section 10(a) of the ProspectusSecurities Act, it has the Underwriter shall not made, used, prepared, authorized, approved convey or referred to and will not prepare, make, use, authorize, approve or refer deliver any written communication to any “person in connection with the initial offering of the Notes, unless such written communication” communication (as defined 1) is made in reliance on Rule 405 134 under the Securities Act, (2) that constitutes an offer to sell or solicitation a prospectus satisfying the requirements of an offer to buy the Underwritten Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless the Underwriter has obtained the prior written approval of Verizon Wireless and the Depositor; provided, however, the Underwriter may prepare and convey to one or more of its potential investors without the consent of Verizon Wireless, the Depositor or any of their respective affiliates one or more “written communications” (as defined in Rule 405 430B under the Securities Act, (3) constitutes ABS ICM or (4) constitutes a Free Writing Prospectus. (ii) The Underwriter will deliver to the Company, no later than one business day prior to the filing date thereof, (A) any Free Writing Prospectus prepared by or on behalf of such Underwriter that contains any Issuer Information not included in the form Term Sheet and (B) any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Notes. Notwithstanding the foregoing, any Free Writing Prospectus that contains only ABS ICM may be delivered by the Underwriter to the Company or its counsel not later than the later of (a1) one business day prior to the due date for filing of the Prospectus pursuant to Rule 424(b) under the Act or (2) the date of first use of such Free Writing Prospectus. (iii) The Underwriter may disseminate information on Bloomberg and any other similar proprietary system to prospective investors relating solely to (i) information of the type identified in Rule 134 of the Act, (ii) information included in the Time of Sale InformationProspectus, (iii) the status of allocations and subscriptions of the Notes and information relating to the extent it has already been class, size, rating, price, CUSIPS, coupon, yield, spread, benchmark, status and/or legal maturity date of the Offered Notes, the weighted average life, expected final payment date, the trade date and payment window of one or more classes of the Notes, the eligibility of the Notes to be purchased by ERISA plans and a column or other entry showing the status of the subscriptions for the Notes (both for the issuance as a whole and for the Underwriter's retention) and/or expected pricing parameters of the Notes, and (iv) information constituting final terms of the Notes within the meaning of Rule 433(d)(5)(ii) under the Act; provided, however, that any information described in this Section 4(d)(iii) shall contain a legend in substantially the form described in Section 4(e) below and either shall be information that is in a term sheet or free writing prospectus filed by the Company with the Commission or (y) if such information is required to be filed, shall be delivered to the Company for filing. The Underwriter may, or if requested by the Company shall, provide copies of the foregoing in a consolidated or aggregated form including all information described above. (e) The Company and the Preliminary Prospectus or the Ratings Underwriter agree that: (i) any Free Writing ProspectusProspectus prepared by it will contain a legend in substantially the following form: THE ISSUING ENTITY HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SEC FOR THE OFFERING TO WHICH THIS FREE WRITING PROSPECTUS RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT AND OTHER DOCUMENTS THE ISSUING ENTITY HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT THE ISSUER AND THIS OFFERING. YOU MAY GET THESE DOCUMENTS FOR FREE BY VISITING ▇▇▇▇▇ ON THE SEC WEB SITE AT ▇▇▇.▇▇▇.▇▇▇. ALTERNATIVELY, THE DEPOSITOR, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS IF YOU REQUEST IT BY CALLING TOLL-FREE ▇-▇▇▇-▇▇▇-▇▇▇▇, EXT.9519. (bii) information customarily included in confirmations of sales of securities and notices of allocationsNotwithstanding any other provisions herein, (c) certain Intex.cdi files relating the Issuer will not be required to the Receivables file any Free Writing Prospectus that do does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission, . (diii) information contemplated by Rule 134 under The Issuer and the Securities Act, (e) Underwriter agree that the Bloomberg Screen or (f) preliminary pricing information or information regarding status of subscriptions that does not contain any Term Sheet constitutes an Issuer Information (each such other written communication enumerated in this Section 4(a)(i), an “Underwriter Free Writing Prospectus”). As used herein, the term “Issuer Information” means any information of the type specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by the Underwriter, including traditional computational and analytical materials prepared by the Underwriter;.

Offering by Underwriter. Upon the authorization by the Underwriter of the release of the Underwritten Notes, (a) It is understood that the Underwriter proposes to offer the Underwritten Notes for sale upon to the terms and conditions public as set forth in this Agreement the Time of Sale Prospectus and the Final Prospectus. (ab) It is understood that at or prior to the Time of Sale, the Underwriter will have provided to prospective investors the Time of Sale Prospectus in connection with their offering of the Notes. (c) The Underwriter represents, warrants, covenants and shall not enter into a Contract of Sale with any potential investor unless the Underwriter has conveyed the Time of Sale Prospectus to such potential investor prior to such Contract of Sale. (d) The Underwriter agrees with the Depositor and Verizon Wireless that: (i) other than Unless preceded or accompanied by a prospectus satisfying the Preliminary Prospectus and requirements of Section 10(a) of the ProspectusSecurities Act, it has the Underwriter shall not made, used, prepared, authorized, approved convey or referred to and will not prepare, make, use, authorize, approve or refer deliver any written communication to any “person in connection with the initial offering of the Notes, unless such written communication” communication (as defined 1) is made in reliance on Rule 405 134 under the Securities Act, (2) that constitutes an offer to sell or solicitation a prospectus satisfying the requirements of an offer to buy the Underwritten Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless the Underwriter has obtained the prior written approval of Verizon Wireless and the Depositor; provided, however, the Underwriter may prepare and convey to one or more of its potential investors without the consent of Verizon Wireless, the Depositor or any of their respective affiliates one or more “written communications” (as defined in Rule 405 430B under the Securities Act, (3) constitutes ABS ICM or (4) constitutes a Free Writing Prospectus. (ii) The Underwriter will deliver to the Company, no later than one business day prior to the filing date thereof, (A) any Free Writing Prospectus prepared by or on behalf of such Underwriter that contains any Issuer Information not included in the form Term Sheet and (B) any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Notes. Notwithstanding the foregoing, any Free Writing Prospectus that contains only ABS ICM may be delivered by the Underwriter to the Company or its counsel not later than the later of (a1) one business day prior to the due date for filing of the Prospectus pursuant to Rule 424(b) under the Act or (2) the date of first use of such Free Writing Prospectus. (iii) The Underwriter may disseminate information on Bloomberg and any other similar proprietary system to prospective investors relating solely to (i) information of the type identified in Rule 134 of the Act, (ii) information included in the Time of Sale InformationProspectus, (iii) the status of allocations and subscriptions of the Notes and information relating to the extent it has already been class, size, rating, price, CUSIPS, coupon, yield, spread, benchmark, status and/or legal maturity date of the Offered Notes, the weighted average life, expected final payment date, the trade date and payment window of one or more classes of the Notes, the eligibility of the Notes to be purchased by ERISA plans and a column or other entry showing the status of the subscriptions for the Notes (both for the issuance as a whole and for the Underwriter's retention) and/or expected pricing parameters of the Notes, and (iv) information constituting final terms of the Notes within the meaning of Rule 433(d)(5)(ii) under the Act; provided, however, that any information described in this Section 4(d)(iii) shall contain a legend in substantially the form described in Section 4(e) below and either shall be information that is in a term sheet or free writing prospectus filed by the Company with the Commission or (y) if such information is required to be filed, shall be delivered to the Company for filing. The Underwriter may, or if requested by the Company shall, provide copies of the foregoing in a consolidated or aggregated form including all information described above. (e) The Company and the Preliminary Prospectus or the Ratings Underwriter agree that: (i) any Free Writing ProspectusProspectus prepared by it will contain a legend in substantially the following form: THE ISSUING ENTITY HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SEC FOR THE OFFERING TO WHICH THIS FREE WRITING PROSPECTUS RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT AND OTHER DOCUMENTS THE ISSUING ENTITY HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT THE ISSUER AND THIS OFFERING. YOU MAY GET THESE DOCUMENTS FOR FREE BY VISITING ▇▇▇▇▇ ON THE SEC WEB SITE AT ▇▇▇.▇▇▇.▇▇▇. ALTERNATIVELY, THE DEPOSITOR, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS IF YOU REQUEST IT BY CALLING TOLL-FREE 1-877-858-5407. (bii) information customarily included in confirmations of sales of securities and notices of allocationsNotwithstanding any other provisions herein, (c) certain Intex.cdi files relating the Issuer will not be required to the Receivables file any Free Writing Prospectus that do does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission, . (diii) information contemplated by Rule 134 under The Issuer and the Securities Act, (e) Underwriter agree that the Bloomberg Screen or (f) preliminary pricing information or information regarding status of subscriptions that does not contain any Term Sheet constitutes an Issuer Information (each such other written communication enumerated in this Section 4(a)(i), an “Underwriter Free Writing Prospectus”). As used herein, the term “Issuer Information” means any information of the type specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by the Underwriter, including traditional computational and analytical materials prepared by the Underwriter;.

Offering by Underwriter. Upon the authorization by the Underwriter of the release of the Underwritten Notes, (a) It is understood that the Underwriter proposes to offer the Underwritten Notes Certificates subject to this Agreement for sale upon to the terms and conditions public as set forth in this Agreement and the Prospectus. (ab) The It is understood that the Underwriter representswill solicit offers to purchase the Certificates only as follows: prior to the time the Underwriter has received the Time of Sale Offering Document as identified in the Pricing Supplement, warrantsthe Underwriter may, covenants and agrees in compliance with the Depositor provisions of this Agreement, solicit offers to purchase Certificates; provided, that the Underwriter shall not accept any such offer to purchase a Certificate or any interest in any Certificate or Mortgage Loan or otherwise enter into any Contract of Sale for any Certificate, any interest in any Certificate or any Mortgage Loan prior to the investor’s receipt of the Time of Sale Offering Document as identified in the Pricing Supplement. (c) It is understood that the Underwriter will not enter into a Contract of Sale with any investor until the investor has received the Time of Sale Offering Document with respect to the Certificates which are the subject of such Contract of Sale. For purposes of this Agreement, “Contract of Sale” has the same meaning as in Rule 159 of the Rules and Verizon Wireless thatRegulations and all Commission guidance relating to Rule 159. (d) It is understood that the Underwriter may provide to prospective investors certain Issuer Free Writing Prospectuses and prepare and provide to prospective investors other Free Writing Prospectuses, subject to the following conditions: (i) other than Unless preceded or accompanied by a prospectus satisfying the Preliminary Prospectus and requirements of Section 10(a) of the ProspectusAct, it has the Underwriter shall not made, used, prepared, authorized, approved convey or referred to and will not prepare, make, use, authorize, approve or refer deliver any written communication to any person in connection with the initial offering of the Certificates, unless such “written communication” (as such term is defined in Rule 405 under the Securities Act) that (i) is made in reliance on Rule 134 under the Act, (ii) constitutes an offer to sell a prospectus satisfying the requirements of Rule 430B under the Act or solicitation (iii) constitutes a Free Writing Prospectus (as defined above). The Underwriter shall not convey or deliver in connection with the initial offering of an offer to buy the Underwritten NotesCertificates any ABS informational and computational materials as defined in Item 1101 of Regulation AB (“ABS Informational and Computational Materials”), includingin reliance upon Rules 167 and 426 under the Act. (ii) The Underwriter shall comply with all applicable laws and regulations in connection with the use of Free Writing Prospectuses, including but not limited to any “ABS informational Rules 164 and computational materials” as defined in Item 1101(a) 433 of Regulation AB under the Securities Act unless the Underwriter has obtained the prior written approval of Verizon Wireless Rules and the Depositor; provided, however, the Underwriter may prepare Regulations and convey all published Commission guidance relating to one or more of its potential investors without the consent of Verizon Wireless, the Depositor or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (a) information included in the Time of Sale Information, to the extent it has already been filed with the Commission in the Preliminary Prospectus or the Ratings Free Writing ProspectusProspectuses. For purposes hereof, (b) information customarily included in confirmations of sales of securities and notices of allocations, (c) certain Intex.cdi files relating to the Receivables that do not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus previously filed with the Commission, (d) information contemplated by Rule 134 under the Securities Act, (e) the Bloomberg Screen or (f) preliminary pricing information or information regarding status of subscriptions that does not contain any Issuer Information (each such other written communication enumerated in this Section 4(a)(i), an “Underwriter Free Writing Prospectus”). As used herein, the term “Issuer Information” means any information shall have the meaning given such term in Rule 433 (h) of the type Rules and Regulations, including the information specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term and “Underwriter Derived Information” shall refer to information as is disseminated by the Underwriter to any potential investor, which information is prepared on the basis of or derived from, but exclusive of, (A) Issuer Information, (B) information contained in the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement to any of them, taking into account information incorporated therein by reference including Static Pool Information or (C) characteristics of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared Mortgage Loans furnished by the UnderwriterDepositor to the Underwriter for use in the preparation of any Free Writing Prospectus. Consistent with such definition, including traditional computational and analytical “Issuer Information” shall not be deemed to include any information in a Free Writing Prospectus solely by reason of the Depositor’s review of the materials prepared by the Underwriter;pursuant to subsection (f) below.