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 35 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 1” that are allocated to the notes under the transaction documents. The issuing entity has issued one other series of notes, 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 1, but collections on or proceeds of any device payment plan agreements designated to a group other than group 1 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 2021-2 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 notes
|
$1,246,700,000
|
0.99%(2)
|
30/360
|
October 21, 2024
|
April 20, 2028
|
||||
Class B notes
|
$76,300,000
|
1.28%(2)
|
30/360
|
October 21, 2024
|
April 20, 2028
|
||||
Class C notes
|
$77,000,000
|
1.38%(2)
|
30/360
|
October 21, 2024
|
April 20, 2028
|
||||
Total
|
$1,400,000,000
|
Initial Public Offering
Price
|
Underwriting Discounts and Commissions
|
Net Proceeds(3)
|
|||
Class A notes
|
$1,246,520,225.86
|
0.250%
|
$1,243,403,475.86
|
||
Class B notes
|
$76,292,072.43
|
0.350%
|
$76,025,022.43
|
||
Class C notes
|
$76,993,239.40
|
0.450%
|
$76,646,739.40
|
||
Total
|
$1,399,805,537.69
|
$1,396,075,237.69
|
• |
The issuing entity will pay interest on the notes on the 20th day of each month (or if not a business day, the next business day). The first payment date will be December 20, 2021. It is not expected that any
payments of principal will be made on the notes prior to the payment date in October 2024, 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 November 2022. If the issuing entity effects an optional redemption on any date prior to the payment
date occurring in July 2024, 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 October 2024. If the notes have not been redeemed as of the payment date in
October 2024, 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, overcollateralization, excess spread and, in the case of the Class A notes, subordination
of the Class B notes and Class C notes, and in the case of the Class B notes, subordination of the Class C notes.
|
JOINT BOOKRUNNERS
|
RBC Capital Markets
(sole structurer)
|
BofA Securities
|
MUFG
|
TD Securities
|
CO-MANAGERS
|
||||
CastleOak Securities, L.P.
|
Great Pacific
Securities
|
Mischler Financial
|
Santander
|
SMBC Nikko
|
Important Notice About Information in this Prospectus
|
5
|
Reading this Prospectus
|
5
|
Forward-Looking Statements
|
6
|
Copies of the Documents
|
6
|
Note Legend
|
6
|
Notice to Residents of the United Kingdom
|
7
|
Notice to Residents of the European Economic Area
|
8
|
Trust and Transaction Structure Diagram
|
9
|
Transaction Credit and Payment Enhancement Diagram
|
10
|
Transaction Parties and Documents Diagram
|
11
|
Transaction Payments Diagram
|
12
|
Summary
|
13
|
Glossary
|
35
|
Risk Factors
|
35
|
Summary of Principal Risk Factors
|
35
|
Descriptions of the Transaction Documents
|
67
|
The Trust
|
67
|
Addition of Receivables
|
69
|
Release of Receivables
|
70
|
Issuance of Additional Group 1 Series
|
71
|
Depositor
|
72
|
Owner Trustee
|
72
|
Master Collateral Agent and Indenture Trustee
|
74
|
Master Collateral Agent
|
75
|
Indenture Trustee
|
77
|
Asset Representations Reviewer
|
79
|
Sponsor, Servicer, Custodian, Marketing Agent and Administrator
|
81
|
General
|
81
|
Sponsor
|
81
|
Servicer, Custodian, Marketing Agent and Administrator
|
83
|
Parent Support Provider
|
84
|
The Originators
|
85
|
Additional Transferor
|
86
|
Origination and Description of Device Payment Plan Agreement Receivables
|
87
|
Wireless Equipment and Distribution
|
87
|
Wireless Device Payment Plan Agreements
|
87
|
Insurance on Wireless Devices
|
89
|
Underwriting Criteria
|
89
|
Upgrade Offers
|
91
|
Account Credits
|
91
|
Transfer of Service
|
92
|
Bankruptcy Surrendered Devices
|
92
|
Origination Characteristics
|
92
|
Servicing the Receivables and the Securitization Transaction
|
93
|
General
|
93
|
Servicing Duties
|
93
|
Collections and Other Servicing Procedures
|
94
|
Delinquency and Write-Off Experience
|
96
|
Servicing Fees
|
98
|
Servicer Modifications and Obligation to Acquire Receivables
|
98
|
Bank Accounts
|
99
|
Deposit of Collections
|
99
|
Custodial Obligations of Cellco
|
100
|
Servicing Obligations of Cellco
|
100
|
Limitations on Liability
|
101
|
Amendments to Transfer and Servicing Agreement
|
101
|
Resignation and Termination of Servicer
|
101
|
Notice Obligations of Cellco
|
103
|
Receivables
|
104
|
Receivables, Group 1 Assets and Series 2021-2 Assets
|
104
|
Description of the Receivables
|
105
|
Criteria for Selecting the Receivables
|
105
|
Composition of the Receivables
|
106
|
Additional Receivables
|
111
|
Series 2021-2 Concentration Limits
|
111
|
Representations About the Receivables
|
113
|
Asset Representations Review
|
114
|
Obligation to Acquire or Reacquire Receivables; Obligation to Make Credit Payments and Upgrade Prepayments
|
117
|
Dispute Resolution
|
120
|
Review of Receivables
|
122
|
Static Pool Information
|
123
|
Description of the Notes
|
123
|
Pool Balance and Required Pool Balance
|
123
|
Allocation of Group 1 Available Funds
|
124
|
Series 2021-2 Available Funds
|
124
|
Payments of Interest
|
124
|
Payments of Principal
|
125
|
Revolving Period
|
126
|
Amortization Period
|
126
|
Earliest Redemption Date; Optional Redemption of the Notes
|
127
|
Anticipated Redemption Date
|
128
|
Make-Whole Payments
|
128
|
Priority of Payments
|
128
|
Post-Acceleration Priority of Payments
|
131
|
Controlling Class; Voting Rights
|
132
|
Events of Default
|
132
|
Notes Owned by Transaction Parties
|
135
|
List of Noteholders
|
135
|
Noteholder Communications
|
135
|
Satisfaction and Discharge of Indenture | 136 |
Amendments to Master Collateral Agreement
|
136
|
Amendments to Indenture
|
138
|
Equity Interest
|
139
|
Book-Entry Registration
|
139
|
Definitive Securities
|
141
|
Computing the Outstanding Note Balance of the Notes
|
142
|
Credit and Payment Enhancement
|
142
|
Reserve Account
|
142
|
Letter of Credit
|
143
|
Subordination
|
144
|
Overcollateralization
|
144
|
Excess Spread
|
145
|
Credit Risk Retention
|
145
|
EU Securitization Regulation and the UK Securitization Regulation
|
150
|
Some Important Legal Considerations
|
152
|
Matters Relating to Bankruptcy
|
152
|
Security Interests in Receivables
|
157
|
Realization on the Receivables
|
157
|
Use of Proceeds
|
159
|
Transaction Fees and Expenses
|
159
|
Fees and Expenses for the Notes
|
159
|
Monthly Investor Reports
|
161
|
Annual Compliance Reports
|
163
|
U.S. Federal Income Tax Consequences
|
163
|
Tax Characterization of the Trust
|
164
|
Tax Consequences to Owners of the Notes
|
164
|
Material State Tax Consequences
|
169
|
Certain Considerations for ERISA and Other Benefit Plans
|
169
|
General Investment Considerations for Fiduciaries Investing Plan Assets
|
169
|
Prohibited Transactions | 170 |
Benefit Plans Not Subject to ERISA or the Code
|
171
|
Additional Considerations
|
171
|
Affiliations and Relationships and Related Transactions
|
171
|
Where You Can Find More Information About Your Notes
|
172
|
The Trust
|
172
|
The Depositor
|
172
|
Static Pool Data
|
173
|
Legal Proceedings
|
173
|
Underwriting
|
173
|
Legal Opinions
|
176
|
Available Information
|
176
|
Schedule I: Glossary of Defined Terms
|
S‑I-1
|
Annex A: Static Pool Data: Vintage Pools
|
A‑1
|
Annex B: Static Pool Data: Receivables
|
B‑1
|
Annex C: Static Pool Data: Prior Securitized Pools
|
C-1
|
Annex D: Other Group 1 Series of Credit Extensions Outstanding
|
D-1
|
• |
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,
|
• |
Transaction Payments Diagram – illustrates how series 2021-2 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 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 (iii) investment earnings on amounts held in the Collection Account or any Series Bank Accounts. Series 2021-2 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 2021-2 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 “Credit Risk Retention.”
|
(2) |
The Trust has issued one other Series of notes, 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) |
On the Closing Date, the Reserve Account will be fully funded with an amount equal to $15,555,555.56, 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.”
|
(4) |
All Notes other than the Class C 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.”
|
(5) |
Overcollateralization is the amount by which, on any date of determination, (x) the Series 2021-2 Allocated Pool Balance exceeds (y) the aggregate Note Balance of the Notes. The Series
2021-2 Required Overcollateralization Percentage is 10.00% and the Series 2021-2 Required Overcollateralization Amount is initially equal to $155,555,555.56. For more details about
overcollateralization, you should read “Credit and Payment Enhancement—Overcollateralization.”
|
(6) |
Excess spread for Series 2021-2 on any Payment Date will be equal to the excess of (i) the product of (a) the Series 2021-2 Discount Rate and (b) the Series 2021-2 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
2021-2 on such Payment Date.
|
(1) |
All Notes other than the Class C 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 $15,555,555.56, 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 2021-2 Allocated Pool Balance exceeds (y) the aggregate Note Balance of the Notes. The Series
2021-2 Required Overcollateralization Percentage is 10.00% and the Series 2021-2 Required Overcollateralization Amount is initially equal to $155,555,555.56. For more details about
overcollateralization, you should read “Credit and Payment Enhancement—Overcollateralization.”
|
(4) |
Excess spread for Series 2021-2 on any Payment Date will be equal to the excess of (i) the product of (a) the Series 2021-2 Discount Rate and (b) the Series 2021-2 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
2021-2 on such Payment Date.
|
Initial Note Balance
|
Interest Rate
|
||
Class A Notes
|
$1,246,700,000
|
0.99%(1)
|
|
Class B Notes
|
$76,300,000
|
1.28%(1)
|
|
Class C Notes
|
$77,000,000
|
1.38%(1)
|
• |
Series 2021-2;
|
• |
other Group 1 Series; and
|
• |
the Certificates.
|
• |
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 22.00% 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 45.00% 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) 10.00%,
|
• |
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 700 (excluding any Consumer Receivables with
Consumer Obligors for whom FICO® Scores are not available), and
|
• |
the amount by which the aggregate Principal Balance of Consumer Receivables with Consumer Obligors for whom FICO® Scores are not available exceeds 4.50% 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.
|
• |
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 Agreements 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
1 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, and
|
• |
if applicable, any amounts drawn under any Letter of Credit.
|
Number of Receivables
|
6,986,137
|
Aggregate Principal Balance
|
$4,379,849,542.00
|
Average Principal Balance
|
$626.93
|
Average monthly payment
|
$32.29
|
Weighted average remaining installments (in months)(1)
|
21
|
Weighted average FICO® Score of Consumer Obligors under Consumer Receivables(1)(2)(3)
|
705
|
Percentage of Consumer Receivables with Consumer Obligors without a FICO® Score(3)
|
3.72%
|
Geographic concentration (Top 3 States)(4)
|
|
California
|
10.80%
|
Texas
|
6.46%
|
Florida
|
6.25%
|
Weighted average Customer Tenure (in months)(1)(5)
|
100
|
Percentage of Receivables with Obligors with smartphones
|
94.36%
|
Percentage of Receivables with other wireless devices
|
5.64%
|
Percentage of Consumer Receivables
|
90.22%
|
Percentage of Business Receivables
|
9.78%
|
(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 such Consumer Receivable was originated.
|
(4) |
Based on the billing addresses of the Obligors under the Receivables.
|
(5) |
For a complete description of the calculation of Customer Tenure included in this summary, see “Origination and Description of Device Payment Plan
Agreement Receivables—Origination Characteristics.”
|
• |
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 10.00%,
|
• |
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 2.00%,
|
• |
with respect to any Payment Date, the Series 2021-2 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 2021-2 is greater than the excess of (i) the Pool Balance over (ii) the sum of (x) the Ineligible
Amount for Series 2021-2 and (y) the Series 2021-2 Excess Concentration Amount,
|
• |
a Servicer Termination Event has occurred and is continuing, or
|
• |
an Event of Default has occurred and is continuing.
|
• |
failure to pay interest (other than any additional interest amounts, if applicable) due on any Group 1 Credit Extension of the
|
controlling class of any Group 1 Series within thirty-five (35) days after any Payment Date,
|
• |
failure to pay the Outstanding principal amount or make-whole payments (as applicable) on any Group 1 Credit Extension on the related final maturity date,
|
• |
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 1 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 1 Series
with Credit Extensions comprising at least 25% of the aggregate Outstanding principal amount of all Group 1 Credit Extensions, or
|
• |
a bankruptcy or dissolution of the Trust.
|
• |
(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;
|
(1) |
Transaction Fees and Expenses — pro rata (A) to the Master Collateral Agent, the Series 2021-2 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 $200,000 per year for all Group 1 Series in the aggregate; (B) to the Owner Trustee, the Series 2021-2 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 $100,000 per year for all Group 1 Series in the aggregate; (C) to the Asset Representations Reviewer, the Series
2021-2 ARR Series Allocation Percentage of all amounts due, including (x) fees 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 $100,000 per year for all Group 1 Series in the aggregate and (D) to the Indenture Trustee 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 $200,000 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 allocated to another party to the extent that the expenses and indemnities reimbursable to such party exceed the related
allocated amount at the end of such calendar year,
|
(2) |
Servicing Fee — to the Servicer, the Series 2021-2 Allocation Percentage of the Servicing Fee, and to any successor servicer, the Series 2021-2 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) |
Class A Note Interest — to the Noteholders of the Class A Notes, interest due on the Class A Notes,
|
(4) |
First Priority Principal Payment — (a) during the Revolving Period, for deposit to the Principal Funding Account and (b) during the Amortization Period, to the Noteholders, sequentially
by class, in the order set forth under “—Payments of Principal” above, in either case, an amount equal to the excess, if any, of (x) the aggregate Note Balance of the Class A Notes as of the
immediately preceding Payment Date (or, for the initial Payment Date, as of the Closing Date) over (y) the Series 2021-2 Allocated Pool Balance, if any,
|
(5) |
Class B Note Interest — to the Noteholders of the Class B Notes, interest due on the Class B Notes,
|
(6) |
Second Priority Principal Payment — (a) during the Revolving Period, for deposit to the Principal Funding Account and (b) during the Amortization Period, to the Noteholders,
sequentially by class, in the order set forth under “—Payments of Principal” above, in either case, an amount equal to the excess, if any, of (x) the aggregate Note Balance of the Class A
Notes and Class B Notes as of the immediately preceding Payment Date (or, for the initial Payment Date, as of the Closing Date) over (y) the sum of the Series 2021-2 Allocated Pool Balance and any First Priority Principal Payment,
if any,
|
(7) |
Class C Note Interest — to the Noteholders of the Class C Notes, interest due on the Class C Notes,
|
(8) |
Third Priority Principal Payment — (a) during the Revolving Period, for deposit to the Principal Funding Account and (b) during the Amortization Period, to the Noteholders, sequentially
by class, in the order set forth under “—Payments of Principal” above, in either case, an amount equal to the excess, if any, of (x) the aggregate Note Balance of the Class A Notes, Class B
Notes and Class C Notes as of the immediately preceding Payment Date (or, for the initial Payment Date, as of the Closing Date) over (y) the sum of the Series 2021-2 Allocated Pool Balance and any First
|
Priority Principal Payment and any Second Priority Principal Payment, if any,
|
(9) |
Reserve Account — (1) 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 (2) 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,
|
(10) |
Regular Priority Principal Payment — (a) during the Revolving Period, for deposit to the Principal Funding Account, an amount (not less than zero) equal to the excess, if any, of (x)
the product of the Series 2021-2 Allocation Percentage and any Pool Balance Deficit for such Payment Date over (y) the sum of any First Priority Principal Payment, Second Priority Principal Payment and Third Priority Principal
Payment for the current Payment Date and (b) during the Amortization Period, to the Noteholders, sequentially by class, in the order set forth under “—Payments of Principal” above, an amount
(not less than zero) equal to the excess, if any, of the aggregate Note Balance of the Class A Notes, Class B Notes and Class C Notes as of the immediately preceding Payment Date (or for the initial Payment Date, as of the Closing
Date) over the sum of any First Priority Principal Payment, Second Priority Principal Payment and Third Priority Principal Payment for the current Payment Date, if any,
|
(11) |
Supplemental Successor Servicing Fee – to any successor servicer, the product of the Series 2021-2 Group Allocated Percentage and the excess, if any, of $425,000 over the Servicing Fee,
|
(12) |
Additional Interest Amounts — to the Noteholders, any accrued and unpaid Additional Interest Amounts due on the Notes, payable sequentially by class, in the order set forth under “—Payments of Interest” above,
|
(13) |
Make-Whole — to the Noteholders, any Make-Whole Payments due on the Notes,
|
|
payable sequentially by class, in the order set forth under “—Payments of Principal” above,
|
(14) |
Additional Fees and Expenses — pro rata, (A) to the Indenture Trustee, all remaining amounts due but not paid under priority (1) above, (B) to
the Master Collateral Agent and the Owner Trustee, the Series 2021-2 Group Allocated Percentage of all remaining amounts due to the extent not paid under priority (1) above, (C) to the Asset Representations Reviewer, the Series
2021-2 ARR Series Allocation Percentage of all remaining amounts 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 and the Asset Representations Reviewer paid by the Administrator on behalf of the Trust pursuant to the Administration Agreement,
|
(15) |
Additional Trust Expenses — to any other parties as the Administrator has identified, any remaining expenses of the Trust, up to the Series 2021-2 Group Allocated Percentage of such
amounts,
|
(16) |
Letter of Credit Provider Fees — 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
|
(17) |
Class R Interest — to the Class R Interest, all remaining Series 2021-2 Available Funds.
|
• |
in the event that, immediately following distributions on any Payment Date (a) the Revolving Period is in effect and (b) the Series 2021-2 Allocated Pool Balance exceeds the Adjusted
Series Invested Amount for Series 2021-2, 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 2021-2 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, sequentially by class, in the order set forth under “—Payments of Principal” above, until the aggregate Note Balance of the Class A Notes, Class B Notes
and Class C Notes is reduced to zero.
|
• |
a Delinquency Trigger for the Receivables occurs, and
|
• |
the requisite amount of Public Group 1 Noteholders vote to direct an Asset Representations Review.
|
• |
the Notes held by parties unaffiliated with the Trust will be classified as debt for U.S. federal income tax purposes; and
|
• |
the Trust will not be classified as an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.
|
CUSIP
|
|
Class A Notes
|
92348K AD5
|
Class B Notes
|
92348K AF0
|
Class C Notes
|
92348K AG8
|
• |
The Notes may not be redeemed by the Anticipated Redemption Date, which may result in interest rate risk.
|
• |
The terms of other Group 1 Series may affect the timing and amounts of the payments on your Notes.
|
• |
Payment priorities increase the risk of losses or payment delays for certain classes of Notes, and Class B Notes and Class C 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.
|
• |
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 1
Series, may result in losses on your Notes.
|
• |
Insufficient Collections on the Receivables allocated to Series 2021-2 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 1 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 any Letter of Credit Provider may affect the ratings of the Notes.
|
• |
Adverse events arising from the COVID-19 Pandemic may cause you to incur losses on your Notes.
|
Risks Relating 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 1 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 1 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 1 Series may affect the timing and amounts of the payments on your Notes
|
The Trust may issue or enter into additional Group 1 Series from time to time without your consent. The terms of a new Group 1 Series may be different from Series
2021-2, which may affect the allocation of Collections on the Receivables to Series 2021-2. For instance, other Group 1 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 1 Series to amortize earlier than Series 2021-2.
Other Group 1 Series may have (i) more-stringent concentration limits than the Series 2021-2 Concentration Limits, (ii) more-stringent eligibility criteria than the
eligibility criteria for Series 2021-2 and/or (iii) a higher discount rate than the Series 2021-2 Discount Rate. If a Group 1 Series has more stringent concentration limits than the Series 2021-2
|
Concentration Limits, more-stringent eligibility criteria than the eligibility criteria for Series 2021-2 or a higher discount rate than the Series 2021-2 Discount
Rate, the positive difference of the Adjusted Series Invested Amount for such Group 1 Series over the Series Invested Amount for such Group 1 Series may be proportionally larger than the positive difference of the Adjusted Series
Invested Amount for Series 2021-2 over the Series Invested Amount for Series 2021-2. The Adjusted Series Invested Amount for each Group 1 Series is used to determine the Series Allocation Percentage for such Group 1 Series.
Consequently, in the event that a Pool Balance Deficit exists, if any Group 1 Series has more stringent concentration limits than the Series 2021-2 Concentration Limits, more-stringent eligibility criteria than the eligibility
criteria for Series 2021-2 and/or a higher discount rate than the Series 2021-2 Discount Rate, such circumstance may result in reduced Group 1 Available Funds allocated to Series 2021-2 on any Payment Date than would be the case if
the concentration limits, eligibility criteria and discount rate for each Group 1 Series were the same.
Because some actions require the consent of Majority Group 1 Creditor Representatives, additional Group 1 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 1 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 sequentially 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 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 B Notes will be relatively more
|
sensitive to losses on the Receivables and the timing of these losses than the Class A Notes; and 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. If the actual rate and amount of losses exceed expectations, and if amounts available under 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 and the Asset Representations Reviewer in respect of fees, expenses and indemnification amounts 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 2021-2, 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 and Class C 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 and the Class C Notes bear a greater risk of loss than the Class A Notes and Class B 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.
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.
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, and 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. 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 2021-2 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 1 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 1 (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 1 (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 C 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. 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, 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.
|
||
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 1 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 1 Creditors, the Controlling Class will direct the Indenture Trustee, as Group 1 Creditor Representative for Series 2021-2, 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 1
Creditor Representatives representing all Group 1 Credit Extensions, the Indenture Trustee, as Creditor Representative for Series 2021-2, 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 2021-2, 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
|
1. The Controlling Class will have the right to direct the Indenture Trustee, as Creditor Representative for Series 2021-2, as to how to vote in connection with any
amendments to the transaction documents that require the consent of Creditor Representatives. 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 1 Creditors and will not be required to consider the
interests of the Group 1 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 1 Creditors (through the applicable Creditor Representative, which for Series 2021-2 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 2021-2, to cause the Master Collateral Agent to sell the Receivables and other assets of the Trust designated to Group 1 (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 1 (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 Receivables
|
||
Collections on Receivables allocated to Series 2021-2, 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 2021-2, 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 1, 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 2021-2, together with the credit and payment enhancement for Series
2021-2, 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 1 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 1, 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 1 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 1 Series may have different, and less-stringent eligibility criteria than Series 2021-2, and the additional Receivables eligible for such other Group 1
Series may not be of the same credit quality as the Receivables that meet the eligibility criteria for Series 2021-2. The proportion of Receivables that qualify as Series 2021-2 Eligible Receivables may vary. The eligibility
criteria for Series 2021-2 are solely for the purposes of determining the Ineligible Amount for Series 2021-2, which is used to calculate the Series 2021-2 Allocation Percentage. Series 2021-2 will be entitled to Collections, and
exposed to delinquencies and defaults, on Receivables that do not qualify as Series 2021-2 Eligible Receivables. The performance of Receivables that do not qualify as Series 2021-2 Eligibility Receivables may differ significantly
from the performance of Series 2021-2 Eligible Receivables, and defaults and delinquencies on such Receivables may be higher than defaults and delinquencies on Series 2021-2 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 2021-2 Eligible Receivables.
Other Group 1 Series may have different, and less-stringent concentration limits than the Series 2021-2 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 2021-2 Concentration Limits. The concentration limits for any Group 1 Series are solely for the purposes of
calculating the Excess Concentration Amount for such Group 1 Series, which is used to calculate the Series Allocation Percentage for such Group 1 Series. Series 2021-2 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 2021-2 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 2021-2 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 2021-2 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 2021-2 Concentration Limits.
|
||
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.
See “—Adverse events arising from the COVID-19 Pandemic may cause you to incur losses on your Notes” below.
|
|
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 as of the Statistical Calculation Date. The pool of Receivables on the Closing Date may not include
certain Receivables designated to Group 1 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 1 as of the
|
Cutoff Date related to the Closing Date. While the characteristics of the Receivables on the Closing Date are not expected to differ materially from the
characteristics of the Receivables as of the Statistical Calculation Date, 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 California
(approximately 10.80%), Texas (approximately 6.46%), Florida (approximately 6.25%) and New York (approximately 5.38%). 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 2021-2 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 1 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 1, 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,
terrorist acts, acts of war, 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 2021-2 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 terrorist attacks, natural disasters or acts of war, 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, 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, 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, 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, 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.
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 proposed securitization conflicts of interest rule would 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, the Trust or the Additional Transferor.
The CARES Act, adopted to address the COVID-19 Pandemic, included various provisions intended to help consumers. Certain portions of the CARES Act lapsed at the end
of 2020. The Appropriations Act included a $900 billion economic stimulus package and renewed certain provisions of the CARES Act, including reauthorizing and providing additional funding for several stimulus programs established by
the CARES Act. The Appropriations Act also restored the Federal Pandemic Unemployment Compensation program, which provides an additional $300 per week to individuals collecting
|
traditional unemployment compensation. This benefit was available for weeks of unemployment beginning after December 26, 2020 and ending on March 14, 2021. On March
11, 2021, the Rescue Plan Act was signed, which provided additional stimulus checks for individuals and families, and, among other things, (i) an extension of federal unemployment insurance benefits through September 6, 2021, (ii) aid
to state and local governments, (iii) funding for vaccine distribution and (iv) additional funds to elementary, middle and high schools to assist with safe reopening. It is not known how many Obligors under the Receivables may have
been or are receiving benefits under the CARES Act, the Appropriations Act or the Rescue Plan Act, or what the effect of any reduction of such benefits may be on the ability of the Obligors to meet their payment obligations under the
Receivables. The full impact of these acts, and the potential impact of future similar legislation, on the Sponsor and its affiliates or on the Obligors under the Receivables is not yet known. It is possible that compliance with the
regulations implemented under these acts may impose costs on, or create operational constraints for, Cellco and may have an adverse impact on the ability of Cellco to effectively service the Receivables. Furthermore, it is unknown
what effect, if any, the expiration or modification of certain of these governmental measures (including, without limitation, in respect of unemployment relief) may have on the ability of the Obligors to make timely payments. In
addition, federal, state and local governments or regulatory bodies have enacted, and could enact in the future, additional laws, regulations, executive orders or other guidance prohibiting the termination of service to customers for
non-payment and precluding other collection actions during the COVID-19 Pandemic. See “—Adverse events arising from the COVID-19 Pandemic may cause you to incur losses on your Notes” below.
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 Depositor, the Trust, the Originators, the Parent Support Provider, the Owner Trustee, the Master Collateral Agent, the Indenture Trustee, the
underwriters, their respective affiliates nor any other party to the transactions described in this prospectus intends or is required under the transaction documents to retain a 5% material net economic interest in the securitization
constituted by the issuance of the Notes in a manner that would satisfy the requirements of (i) the EU Securitization
|
Regulation or (ii) the UK Securitization Regulation. None of Cellco, the Depositor, the Trust, the Originators, the Parent Support Provider, the Owner Trustee, the
Master Collateral Agent, the Indenture Trustee, the underwriters, their respective affiliates nor any other party to the transactions described in this prospectus undertakes to take any other action or refrain from taking any action
prescribed or contemplated in, or for purposes of, or in connection with, compliance by any investor with any requirement of, the EU Securitization Regulation or the UK Securitization Regulation.
The arrangements described under “Credit Risk Retention” have not been structured with the objective of ensuring compliance
with the requirements of the EU Securitization Regulation or the UK Securitization Regulation by any Person. Consequently, the Notes may not be a suitable investment for investors who are subject to the EU Securitization Regulation
or the UK Securitization Regulation. As a result, the price and liquidity of the Notes in the secondary market may be adversely affected.
Failure by an EU Affected Investor or UK Affected Investor to comply with the EU Due Diligence Requirements or UK Due Diligence Requirements (as applicable) with
respect to an investment in the Notes described in this prospectus may result in the imposition of a penalty regulatory capital charge on such investment or of other regulatory sanctions by the competent authority of such EU Affected
Investor or UK Affected Investor, as applicable.
Prospective investors are responsible for analyzing their own legal and regulatory position and are advised to consult with their own investment and legal advisors
regarding the suitability of the Notes for investment and the scope, applicability of, and compliance with the EU Securitization Regulation, the UK Securitization Regulation and any other existing or future similar regimes in any
relevant jurisdictions or other applicable regulations. For more information regarding the EU Securitization Regulation and the UK Securitization Regulation, see “EU Securitization Regulation and the UK Securitization Regulation.” The transaction described in this prospectus is structured in a way that is unlikely to allow EU Affected Investors and UK Affected Investors to comply with
their EU Due Diligence Requirements or UK Due Diligence Requirements (as applicable).
|
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 two (2) rating agencies that are NRSROs and will pay 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 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 agencies, 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 agencies, 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 any hired rating agency for the purpose of assigning or monitoring the ratings on the Notes, 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 any Letter of Credit Provider may affect the ratings of the Notes
|
Any rating agencies rating the Notes will consider the provisions of 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 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.
|
|
Risks Related to Current Events
|
||
Adverse events arising from the COVID-19 Pandemic may cause you to incur losses on your Notes
|
COVID-19 was identified in late 2019 and in 2020 and 2021 has spread throughout the world, including throughout the United States. The COVID-19 Pandemic and
governmental responses to the COVID-19 Pandemic resulted in a slowdown of global economic activity, which significantly impacted Verizon’s customers.
It is unclear how many Obligors have been and will continue to be adversely affected by the COVID-19 Pandemic and the related economic uncertainty, each of which
could have a negative impact on the ability of Obligors to make timely payments on the Receivables and may result in losses on your Notes.
Because a health crisis such as the COVID-19 Pandemic has not occurred in recent years, and because it is impacting Obligors throughout the United States, Cellco’s
historical loss and delinquency experience may not accurately predict the performance of the Receivables. In addition, federal, state and local governments or regulatory bodies have enacted, and could enact in the future, additional
laws, regulations, executive orders or other guidance prohibiting the termination of service to customers for non-payment, precluding other collection actions during the COVID-19 Pandemic or requiring repayment options. Depending on
the length, severity and any resurgence of the COVID-19 Pandemic, Verizon may offer new repayment programs or other types of relief to its customers. See “Servicing the Receivables and the
Securitization Transaction.”
The Trust’s ability to make payment on the Notes could be materially adversely affected by a crisis, like the COVID-19 Pandemic, that significantly impacts the way
customers use and are able to pay for wireless devices. For example, early in the COVID-19 Pandemic, Verizon temporarily closed nearly 70%
|
of its company-owned retail store locations, nearly all of which have since reopened. As a result of these temporary closures and changing customer behaviors, there
was a decline in the sale of wireless devices and the origination of Device Payment Plan Agreements.
The impact of the COVID-19 Pandemic in the future will depend on the duration and severity, and possible resurgence, of the pandemic and the related public policy
actions, additional initiatives Verizon may undertake in response to employee, market or regulatory needs or demands, the length and severity of the global economic slowdown, and whether and how Verizon’s customers change their
behaviors over the longer term.
|
||
Because the severity, magnitude and duration of the COVID-19 Pandemic and its economic consequences are uncertain and rapidly changing, the impact on the Notes
remains uncertain and difficult to predict. The COVID-19 Pandemic could also significantly increase the probability or consequences of the other risks described in this Risk Factors section, such as risks associated with the
performance of the Receivables, the geographic concentration of the Receivables, and the credit ratings and secondary market liquidity of the Notes. In addition, the ultimate impact of the COVID-19 Pandemic on the Notes depends on
many factors, including those discussed above, that are beyond the control of Cellco.
|
||
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 they are not required to
do so. In addition, 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.
|
|
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.
|
• |
from time to time acquire Device Payment Plan Agreements,
|
• |
from time to time to issue or enter into Series, including Series 2021-2;
|
• |
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,
|
• |
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,
|
• |
enter into and perform its obligations under the transaction documents and any other Series Related Documents,
|
• |
make payments on the Credit Extensions, and
|
• |
engage in other related activities to accomplish these purposes.
|
• |
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
|
• |
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.
|
• |
distributing amounts allocable to the Certificateholders under the transaction documents, and
|
• |
executing documents on behalf of the Trust.
|
• |
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
|
• |
the Trust has paid all Credit Extensions in full, and all other amounts payable by it under the transaction documents.
|
• |
holding the security interest in the Trust assets on behalf of the Group 1 Creditors,
|
• |
administering the Collection Account and making required remittances of amounts on deposit in the Collection Account to each Group 1 Series, in accordance with the Master Collateral
Agreement,
|
• |
following an Event of Default and acceleration of any Group 1 Credit Extensions, (i) instituting proceedings for the collection of all amounts then payable on the applicable Group 1
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 1
Creditors and (iii) causing the Trust to sell the Receivables and other assets of the Trust designated to Group 1 (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
|
• |
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.
|
• |
holding the security interest in any assets specifically designated to Series 2021-2 on behalf of the Noteholders,
|
• |
administering the Series Bank Accounts and, in its capacity as Paying Agent, making payments from the Series Bank Accounts to the Noteholders and others,
|
• |
acting as Creditor Representative for Series 2021-2,
|
• |
voting or directing the Master Collateral Agent under the Master Collateral Agreement, as Group 1 Creditor Representative for Series 2021-2, as to all matters on which Group 1 Creditor
Representatives may vote or direct the Master Collateral Agent under the Master Collateral Agreement,
|
• |
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 1 Creditor Representative for
Series 2021-2, to cause the Master Collateral Agent to direct the Trust to sell the Receivables and other assets of the Trust designated to Group 1
|
(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;
|
• |
acting as note registrar to maintain a record of the Noteholders and provide for the registration, transfer, exchange and replacement of the Notes, and
|
• |
except in limited circumstances, notifying the Noteholders of an Event of Default.
|
• |
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
|
• |
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 September 30,
|
As of December 31,
|
|||||||||||||
2021
|
2020
|
2020
|
2019
|
2018
|
2017
|
2016
|
||||||||
Number of Device Payment Plan Agreements outstanding (in thousands)
|
44,471
|
43,428
|
43,786
|
46,013
|
45,701
|
45,588
|
41,828
|
|||||||
Aggregate Principal Balance of Device Payment Plan Agreements outstanding (in millions)
|
$18,941.85
|
$16,528.75
|
$17,867.27
|
$19,399.03
|
$19,201.60
|
$17,622.42
|
$16,216.71
|
• |
the customer pays the total retail price of the device, less any applicable down payment, over a 24-month or 30-month period;
|
• |
0% annual percentage rate;
|
• |
the customer must maintain service with Verizon Wireless;
|
• |
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;
|
• |
the customer may prepay in full at any time without penalty;
|
• |
for consumer customers, since May 2019, includes the grant of a purchase money security interest in the device;
|
• |
risk of loss, theft or damage remains with the customer and insurance is recommended, but not required;
|
• |
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
|
• |
the customer has a thirty (30) day cancellation right.
|
Nine Months Ended
September 30,
|
Year Ended
December 31,
|
|||||||||||||
2021
|
2020
|
2020
|
2019
|
2018
|
2017
|
2016
|
||||||||
Number of Device Payment Plan Agreements
originated (in thousands)(1) |
19,050
|
15,217
|
23,029(4)
|
26,364
|
26,284
|
26,402
|
25,484
|
|||||||
Aggregate principal balance of Device Payment Plan Agreements originated (in millions)(1)
|
$14,297.04
|
$10,531.89
|
$16,310.72(4)
|
$18,736.23
|
$19,132.61
|
$17,051.52
|
$15,782.00
|
|||||||
Aggregate principal balance of Device Payment Plan Agreements outstanding (in millions)(2)
|
$18,941.85
|
$16,528.75
|
$17,867.27
|
$19,399.03
|
$19,201.60
|
$17,622.42
|
$16,216.71
|
|||||||
Average Customer Tenure
(in months)(2)(3) |
118
|
114
|
115
|
110
|
107
|
103
|
97
|
(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 September 30,
|
As of December 31,
|
|||||||||||||
2021
|
2020
|
2020
|
2019
|
2018
|
2017
|
2016
|
||||||||
Number of Device Payment Plan Agreements
outstanding (in thousands) |
44,471
|
43,428
|
43,786
|
46,013
|
45,701
|
45,588
|
41,828
|
|||||||
Aggregate principal balance of Device Payment Plan Agreements outstanding (in millions)
|
$18,941.85
|
$16,528.75
|
$17,867.27
|
$19,399.03
|
$19,201.60
|
$17,622.42
|
$16,216.71
|
|||||||
Average principal balance of Device Payment Plan Agreements outstanding (in millions)
|
$18,259.33
|
$17,569.27
|
$17,435.04
|
$18,492.69
|
$17,708.45
|
$16,220.40
|
$12,943.68
|
As of September 30,
|
As of December 31,
|
|||||||||||||
2021
|
2020
|
2020
|
2019
|
2018
|
2017
|
2016
|
||||||||
Number of Device Payment Plan Agreement delinquencies (in thousands)(1)(2)
|
||||||||||||||
31 - 60 days
|
442
|
603
|
671
|
710
|
673
|
572
|
596
|
|||||||
61 - 90 days
|
174
|
77
|
251
|
233
|
201
|
158
|
191
|
|||||||
91 - 120 days
|
79
|
31
|
129
|
104
|
106
|
75
|
85
|
|||||||
Over 120 days
|
66
|
22
|
59
|
46
|
50
|
31
|
42
|
|||||||
Delinquencies >60 days as a percentage of number of Device Payment Plan Agreements outstanding (1)(2)
|
0.72%
|
0.30%
|
1.00%
|
0.83%
|
0.78%
|
0.58%
|
0.76%
|
Nine Months Ended September 30,
|
Year Ended December 31,
|
|||||||||||||
2021
|
2020
|
2020
|
2019
|
2018
|
2017
|
2016
|
||||||||
Number of Device Payment Plan Agreement write-offs (in thousands)
|
1,162
|
1,236
|
1,541
|
2,171
|
1,594
|
1,455
|
1,178
|
|||||||
Gross write-offs (in millions)(3)
|
$509.12
|
$538.36
|
$665.58
|
$1,052.09
|
$725.00
|
$560.52
|
$497.94
|
|||||||
Write-offs as a percentage of average monthly principal balance of Device Payment Plan Agreements outstanding(3)(4)
|
2.79%
|
3.06%
|
3.82%
|
5.69%
|
4.09%
|
3.46%
|
3.85%
|
|||||||
Average gross loss on Device Payment Plan Agreements written-off(3)
|
$438.09
|
$435.51
|
$432.03
|
$484.71
|
$454.77
|
$385.23
|
$422.81
|
(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 Agreements 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 1
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, and
|
• |
if applicable, any amounts received under any Letter of Credit.
|
• |
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 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 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 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 $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.
|
Number of Receivables
|
6,986,137
|
Number of accounts
|
5,244,238
|
Aggregate original Principal Balance
|
$6,007,966,140.16
|
Aggregate Principal Balance
|
$4,379,849,542.00
|
Principal Balance
|
|
Minimum
|
$0.01
|
Maximum
|
$2,399.99
|
Average
|
$626.93
|
Average monthly payment
|
$32.29
|
Weighted average remaining installments (in months)(1)
|
21
|
Weighted average FICO® Score of Consumer Obligors under Consumer Receivables(1)(2)(3)
|
705
|
Percentage of Consumer Receivables with Consumer Obligors without a FICO® Score(3)
|
3.72%
|
Percentage of Receivables with Obligors with smart phones
|
94.36%
|
Percentage of Receivables with Obligors with other wireless devices
|
5.64%
|
Percentage of Receivables with Obligors with upgrade eligibility(4)
|
64.21%
|
Percentage of Receivables with device insurance
|
36.24%
|
Percentage of Receivables with account level device insurance(5)
|
27.93%
|
Geographic concentration (Top 3 States)(6)
|
|
California
|
10.80%
|
Texas
|
6.46%
|
Florida
|
6.25%
|
Weighted average Customer Tenure (in months)(1)(7)
|
100
|
Percentage of Receivables with monthly payments
|
100.00%
|
Percentage of Receivables with 0.00% APR
|
100.00%
|
Percentage of Receivables with 36 month original term(8)
|
0.00%
|
Percentage of Receivables with 30 month original term(9)
|
54.48%
|
Percentage of Receivables with 24 month original term(9)
|
45.52%
|
Percentage of Receivables with 6 month original term(8)
|
0.00%
|
Financing for wireless devices
|
100.00%
|
Unsecured Receivables
|
9.79%
|
Secured Receivables(10)
|
90.21%
|
Percentage of Receivables that are Consumer Receivables
|
90.22%
|
Percentage of Receivables that are Business Receivables
|
9.78%
|
(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.” Excludes Receivables with device
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) |
Represents a number greater than 0.00% but less than 0.01%.
|
(9) |
The sum of Percentage of Receivables with 30 month original term and Percentage of Receivables with 24 month original term represents, in the aggregate, a number greater than 99.99% but
less than 100.00%.
|
(10) |
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
|
|||||||||
California
|
731,911
|
$
|
473,187,252.22
|
10.80
|
%
|
|||||||
Texas
|
422,988
|
282,975,659.52
|
6.46
|
|||||||||
Florida
|
431,832
|
273,891,013.52
|
6.25
|
|||||||||
New York
|
381,034
|
235,668,661.40
|
5.38
|
|||||||||
North Carolina
|
312,861
|
197,828,417.95
|
4.52
|
|||||||||
Ohio
|
318,049
|
191,508,086.63
|
4.37
|
|||||||||
Georgia
|
271,498
|
178,931,717.17
|
4.09
|
|||||||||
Pennsylvania
|
256,909
|
152,970,598.46
|
3.49
|
|||||||||
Michigan
|
244,810
|
149,298,930.41
|
3.41
|
|||||||||
New Jersey
|
236,944
|
146,057,151.23
|
3.33
|
|||||||||
Virginia
|
229,629
|
145,429,376.78
|
3.32
|
|||||||||
Illinois
|
233,697
|
140,568,265.76
|
3.21
|
|||||||||
Arizona
|
207,621
|
134,579,907.43
|
3.07
|
|||||||||
All other
|
2,706,354
|
1,676,954,503.52
|
38.29
|
|||||||||
Total
|
6,986,137
|
$
|
4,379,849,542.00
|
100.00
|
%
|
(1) |
The table shows the states with concentrations greater than 3.00% 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)
|
223,067
|
$
|
147,145,018.46
|
3.72
|
%
|
6.34
|
%
|
||||||||||
250 – 599
|
869,086
|
627,676,839.03
|
15.88
|
15.37
|
|||||||||||||
600 – 649
|
672,182
|
486,420,666.36
|
12.31
|
11.35
|
|||||||||||||
650 – 699
|
823,823
|
587,047,829.20
|
14.86
|
13.62
|
|||||||||||||
700 – 749
|
913,719
|
630,728,523.15
|
15.96
|
14.88
|
|||||||||||||
750 or greater
|
2,309,824
|
1,472,385,211.77
|
37.26
|
38.45
|
|||||||||||||
Total
|
5,811,701
|
$
|
3,951,404,087.97
|
100.00
|
%
|
100.00
|
%
|
(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 7 months
|
1,097,060
|
$
|
662,925,707.91
|
15.14
|
%
|
|||||||
7 months to less than 12 months
|
123,617
|
70,437,547.28
|
1.61
|
|||||||||
12 months to less than 24 months
|
457,867
|
300,198,034.36
|
6.85
|
|||||||||
24 months to less than 36 months
|
462,421
|
305,760,985.86
|
6.98
|
|||||||||
36 months to less than 48 months
|
385,923
|
255,011,768.93
|
5.82
|
|||||||||
48 months to less than 60 months
|
317,817
|
210,929,550.75
|
4.82
|
|||||||||
60 months or greater
|
4,141,432
|
2,574,585,946.91
|
58.78
|
|||||||||
Total
|
6,986,137
|
$
|
4,379,849,542.00
|
100.00
|
%
|
(1) |
For a complete description of the calculation of Customer Tenure, see “Schedule I—Glossary of
Defined Terms.”
|
Monthly Payment
|
Number of Receivables
|
Aggregate
Principal Balance
|
Percentage of Aggregate Principal Balance
|
||||||||||
$0.01 - $15.00
|
598,026
|
$
|
100,803,901.56
|
2.30
|
%
|
||||||||
$15.01 - $20.00
|
671,946
|
196,436,395.08
|
4.49
|
||||||||||
$20.01 - $25.00
|
565,736
|
215,444,048.08
|
4.92
|
||||||||||
$25.01 - $30.00
|
544,634
|
246,036,902.92
|
5.62
|
||||||||||
$30.01 - $35.00
|
1,344,822
|
920,393,047.40
|
21.01
|
||||||||||
$35.01 - $40.00
|
1,863,848
|
1,569,985,801.49
|
35.85
|
||||||||||
$40.01 - $45.00
|
560,592
|
457,732,642.80
|
10.45
|
||||||||||
Greater than $45.00
|
836,533
|
673,016,802.67
|
15.37
|
||||||||||
Total
|
6,986,137
|
$
|
4,379,849,542.00
|
100.00
|
%
|
Remaining Installments
|
Number of Receivables
|
Aggregate
Principal Balance
|
Percentage of Aggregate Principal Balance
|
|||||||||
30 months
|
25,209
|
$
|
21,978,767.58
|
0.50
|
%
|
|||||||
29 months
|
116,387
|
121,513,519.51
|
2.77
|
|||||||||
28 months
|
134,950
|
142,309,022.93
|
3.25
|
|||||||||
27 months
|
205,162
|
207,695,689.87
|
4.74
|
|||||||||
26 months
|
253,896
|
248,057,519.28
|
5.66
|
|||||||||
25 months
|
247,034
|
231,423,763.31
|
5.28
|
|||||||||
24 months
|
278,382
|
250,236,007.96
|
5.71
|
|||||||||
23 months
|
282,277
|
242,344,121.00
|
5.53
|
|||||||||
22 months
|
361,602
|
287,333,410.14
|
6.56
|
|||||||||
21 months
|
718,494
|
513,863,939.26
|
11.73
|
|||||||||
20 months
|
880,448
|
592,900,941.59
|
13.54
|
|||||||||
19 months
|
432,253
|
271,813,422.36
|
6.21
|
|||||||||
18 months
|
340,077
|
181,820,983.28
|
4.15
|
|||||||||
17 months
|
513,954
|
265,946,844.67
|
6.07
|
|||||||||
16 months
|
422,045
|
208,377,121.45
|
4.76
|
|||||||||
15 months
|
419,756
|
198,622,382.88
|
4.53
|
|||||||||
14 months
|
339,408
|
149,467,825.50
|
3.41
|
|||||||||
13 months
|
180,433
|
76,185,763.92
|
1.74
|
|||||||||
12 months
|
80,242
|
28,755,340.73
|
0.66
|
|||||||||
11 months
|
56,150
|
18,188,724.28
|
0.42
|
|||||||||
10 months
|
58,057
|
17,717,662.60
|
0.40
|
|||||||||
9 months
|
56,984
|
16,088,208.10
|
0.37
|
|||||||||
8 months
|
46,580
|
11,981,464.00
|
0.27
|
|||||||||
7 months
|
32,943
|
7,444,767.26
|
0.17
|
|||||||||
6 months
|
30,042
|
6,057,909.47
|
0.14
|
|||||||||
5 months
|
46,071
|
8,116,471.02
|
0.19
|
|||||||||
4 months
|
59,336
|
8,681,161.96
|
0.20
|
|||||||||
3 months
|
94,732
|
10,892,779.32
|
0.25
|
|||||||||
2 months
|
104,075
|
8,942,317.64
|
0.20
|
|||||||||
1 months
|
81,110
|
4,483,405.22
|
0.10
|
|||||||||
0 months
|
88,048
|
20,608,283.91
|
0.47
|
|||||||||
Total
|
6,986,137
|
$
|
4,379,849,542.00
|
100.00
|
%
|
Last Payment Type
|
Number of Receivables
|
Aggregate
Principal Balance
|
Percentage of Aggregate Principal Balance
|
|||||||||
Credit or Debit Card
|
3,509,646
|
$
|
2,318,976,866.79
|
52.95
|
%
|
|||||||
Direct Debit
|
1,833,706
|
1,162,018,983.38
|
26.53
|
|||||||||
ACH
|
1,108,661
|
669,397,988.12
|
15.28
|
|||||||||
Check
|
465,060
|
184,184,647.74
|
4.21
|
|||||||||
Cash or Other(1)
|
69,064
|
45,271,055.97
|
1.03
|
|||||||||
Total
|
6,986,137
|
$
|
4,379,849,542.00
|
100.00
|
%
|
• |
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 22.00% 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 45.00% 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) 10.00%,
|
• |
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 700 (excluding any Consumer Receivables with Consumer
Obligors for whom FICO® Scores are not available), and
|
• |
the amount by which the aggregate Principal Balance of Consumer Receivables with Consumer Obligors for whom FICO®
Scores are not available exceeds 4.50% 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 22.00% of the Pool
Balance(1)
|
16.74%
|
$0
|
||
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 45.00% of the Pool
Balance(1)
|
41.22%
|
$0
|
||
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%
|
10.00%
|
$8,487,131.32
|
||
(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 700 (excluding any Consumer Receivables with Consumer Obligors for whom FICO® Scores are not available)(2)
|
705
|
$0
|
Actual
Concentration
Amount
|
Excess
Concentration
Amount
|
|||
The amount by which the aggregate Principal Balance of Consumer Receivables with Consumer Obligors for whom FICO® Scores are not available exceeds 4.50% of the Pool Balance of all
Consumer Receivables
|
3.72%
|
$0
|
||
(iii) For Business Receivables only
|
||||
The amount by which the aggregate Principal Balance of Business Receivables exceeds 10.00% of the Pool Balance
|
9.78%
|
$0
|
(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 1 Noteholders vote to direct an Asset Representations Review.
|
• |
Series 2021-2;
|
• |
other Group 1 Series; and
|
• |
the Certificates.
|
• |
first, to the Class A Notes until paid in full;
|
• |
second, to the Class B Notes until paid in full; and
|
• |
third, to the Class C 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 10.00%,
|
• |
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 2.00%,
|
• |
with respect to any Payment Date, the Series 2021-2 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 2021-2 is greater than the excess of (i) the Pool Balance over (ii) the sum of (x) the Ineligible Amount
for Series 2021-2 and (y) the Series 2021-2 Excess Concentration Amount,
|
• |
a Servicer Termination Event has occurred and is continuing, or
|
• |
an Event of Default has occurred and is continuing.
|
• |
first, to the Class A Notes until paid in full;
|
• |
second, to the Class B Notes until paid in full; and
|
• |
third, to the Class C Notes until paid in full.
|
(1) |
pro rata (A) to the Master Collateral Agent, the Series 2021-2 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 $200,000 per year for all Group 1 Series in the aggregate; (B) to the Owner Trustee, the Series 2021-2 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 $100,000 per year for all Group 1
Series in the aggregate; (C) to the Asset Representations Reviewer, the Series 2021-2 ARR Series Allocation Percentage of all amounts due, including (x) fees 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 $100,000 per year for all Group 1 Series in the
aggregate and (D) to the Indenture Trustee 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 $200,000 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 1 Series in the aggregate allocated to another party to the extent that the expenses and indemnities reimbursable to such party for all Group 1 Series in the
aggregate exceed the related allocated amount at the end of such calendar year,
|
(2) |
to the Servicer, the Series 2021-2 Allocation Percentage of the Servicing Fee, and to any successor servicer, the Series 2021-2 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) |
to the Noteholders of the Class A Notes, interest due on the Class A Notes,
|
(4) |
(a) during the Revolving Period, for deposit to the Principal Funding Account and (b) during the Amortization Period, to the Noteholders, sequentially by
class, 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, sequentially by
class, 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, sequentially by
class, 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) |
(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,
|
(10) |
(a) during the Revolving Period, for deposit to the Principal Funding Account and (b) during the Amortization Period, to the Noteholders, sequentially by
class, 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,
|
(11) |
to any successor servicer, the product of the Series 2021-2 Group Allocated Percentage and the excess, if any, of $425,000 over the Servicing Fee,
|
(12) |
to the Noteholders, any accrued and unpaid Additional Interest Amounts due on the Notes, payable sequentially by class, in the order set forth under “—Payments
of Interest” above,
|
(13) |
to the Noteholders, any Make-Whole Payments due on the Notes, payable sequentially by class, in the order set forth under “—Make-Whole Payments”
above,
|
(14) |
pro rata (A) to the Indenture Trustee, all remaining amounts due but not paid under priority (1) above, (B) to the Master Collateral Agent and the
Owner Trustee, the Series 2021-2 Group Allocated Percentage of all remaining amounts due to the extent not paid under priority (1) above, (C) to the Asset Representations Reviewer, the Series 2021-2 ARR Series Allocation Percentage of
all remaining amounts 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 and the Asset
Representations Reviewer paid by the Administrator on behalf of the Trust pursuant to the Administration Agreement,
|
(15) |
to any other parties as the Administrator has identified, any remaining expenses of the Trust, up to the Series 2021-2 Group Allocated Percentage of such amounts,
|
(16) |
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
|
(17) |
to the Class R Interest, all remaining Series 2021-2 Available Funds.
|
• |
in the event that, immediately following distributions on any Payment Date (a) the Revolving Period is in effect and (b) the Series 2021-2 Allocated Pool Balance exceeds the Adjusted
Series Invested Amount for Series 2021-2, 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 2021-2 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, sequentially by class, in the order set forth under “—Payments of Principal” above, until the aggregate Note Balance of the Class A Notes, Class B Notes
and Class C Notes is reduced to zero.
|
(1) |
pro rata (A) to the Indenture Trustee, all amounts due to the Indenture Trustee, including fees, expenses and indemnities, (B) to the Master Collateral Agent and the Owner Trustee, the
Series 2021-2 Group Allocated Percentage of all amounts due to such parties, including fees, expenses and indemnities and (C) to the Asset Representations Reviewer, the Series 2021-2 ARR Series Allocation Percentage of all amounts due
to the Asset Representations Reviewer, including fees (including fees due in connection with any Asset Representations Review), expenses and indemnities,
|
(2) |
to the Servicer, the Series 2021-2 Allocation Percentage of all unpaid Servicing Fees, and to any successor servicer, the Series 2021-2 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) |
to the Noteholders of the Class A Notes, interest due on the Class A Notes,
|
(4) |
to the Noteholders of the Class A Notes, principal of the Class A Notes until paid in full,
|
(5) |
to the Noteholders of the Class B Notes, interest due on the Class B Notes,
|
(6) |
to the Noteholders of the Class B Notes, principal of the Class B Notes until paid in full,
|
(7) |
to the Noteholders of the Class C Notes, interest due on the Class C Notes,
|
(8) |
to the Noteholders of the Class C Notes, principal of the Class C Notes until paid in full,
|
(9) |
to any successor servicer, the Series 2021-2 Group Allocated Percentage of the excess, if any, of $425,000 over the Servicing Fee,
|
(10) |
to the Noteholders, any accrued and unpaid Additional Interest Amounts due on the Notes, payable sequentially by class, in the order set forth under “—Payments
of Interest” above,
|
(11) |
to the Noteholders, any Make-Whole Payments due on the Notes, payable sequentially by class, in the order set forth under “—Make-Whole Payments”
above,
|
(12) |
to any other parties as the Administrator has identified, any remaining expenses of the Trust, up to the Series 2021-2 Group Allocated Percentage of such amounts,
|
(13) |
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
|
(14) |
to the Class R Interest, all remaining Series 2021-2 Available Funds.
|
• |
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 2021-2, 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 1 Creditor Representative to cause the Trust to sell the Receivables and other assets of the Trust designated to Group 1 (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 2021-2 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 2021-2, 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).
|
|
Fair Value
|
Fair Value
(as a percentage)
|
|||
Notes
|
|
$1,399,805,537.69
|
85.66%
|
||
Class R Interest
|
|
$234,285,484.50
|
14.34%
|
||
Total
|
|
$1,634,091,022.19
|
100.00%
|
• |
all monthly payments are timely received starting from November 2021 and no Receivable is ever delinquent;
|
• |
payments on the Notes are made on the 20th day of each month, whether or not that day is a Business Day, beginning in December 2021;
|
• |
the Servicing Fee rate is 0.75% 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) Master Collateral Agent fees and expenses, Indenture
Trustee 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, equal $24,583.34 for each July Payment
Date, $19,583.34 for each December Payment Date, and $4,583.34 for each other Payment Date, and (y) the Servicing Fee;
|
• |
the Reserve Account is initially funded with an amount equal to $15,555,555.56;
|
• |
as of the Closing Date, the amount on deposit in the Principal Funding Account is zero;
|
• |
the initial Note Balance of the Class A Notes, Class B Notes and Class C 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 Notes at 0.99% per annum, the Class B Notes at 1.28% per annum and the Class C Notes at 1.38% per annum;
|
• |
the Discount Rate is 6.80%;
|
• |
the Closing Date is November 4, 2021;
|
• |
no Make-Whole Payments are paid on the Notes;
|
• |
no Additional Interest Amounts are paid on the Notes; and
|
• |
neither an Amortization Event nor an Event of Default occurs.
|
• |
in months 1-6 of the device payment plan agreement, prepayments will occur at a 4.00% constant prepayment rate (“CPR”) of the then outstanding
principal balance of the Receivables,
|
• |
in months 7-9 of the device payment plan agreement, prepayments will occur at a 5.00% CPR of the then outstanding principal balance of the Receivables,
|
• |
in months 10-12 of the device payment plan agreement, prepayments will occur at a 7.00% CPR of the then outstanding principal balance of the Receivables,
|
• |
in months 13-15 of the device payment plan agreement, prepayments will occur at a 12.00% CPR of the then outstanding principal balance of the Receivables,
|
• |
in months 16-18 of the device payment plan agreement, prepayments will occur at a 18.00% CPR of the then outstanding principal balance of the Receivables,
|
• |
in months 19-21 of the device payment plan agreement, prepayments will occur at a 26.00% CPR of the then outstanding principal balance of the Receivables,
|
• |
in months 22-24 of the device payment plan agreement, prepayments will occur at a 38.00% CPR of the then outstanding principal balance of the Receivables,
|
• |
in months 25-27 of the device payment plan agreement, prepayments will occur at a 30.00% CPR of the then outstanding principal balance of the Receivables,
|
• |
in months 28-30 of the device payment plan agreement, prepayments will occur at a 48.00% CPR of the then outstanding principal balance of the Receivables,
|
• |
in months 31-33 of the device payment plan agreement, prepayments will occur at a 37.00% CPR of the then outstanding principal balance of the Receivables,
|
• |
in months 34-36 of the device payment plan agreement, prepayments will occur at a 68.00% CPR of the then outstanding principal balance of the Receivables, and
|
• |
in and after month 37 of the device payment plan agreement, prepayments will occur at a 0.00% CPR of the then outstanding principal balance of the Receivables;
|
• |
in months 1-3 of the Device Payment Plan Agreement, 0.00% of defaults occur in each month,
|
• |
in months 4-6 of the Device Payment Plan Agreement, approximately 1.50% of defaults occur in each month,
|
• |
in month 7 of the Device Payment Plan Agreement, approximately 3.30% of defaults occur,
|
• |
in month 8 of the Device Payment Plan Agreement, approximately 4.60% of defaults occur,
|
• |
in month 9 of the Device Payment Plan Agreement, approximately 6.10% of defaults occur,
|
• |
in months 10-11 of the Device Payment Plan Agreement, approximately 6.00% of defaults occur in each month,
|
• |
in month 12 of the Device Payment Plan Agreement, approximately 5.90% of defaults occur,
|
• |
in month 13 of the Device Payment Plan Agreement, approximately 5.50% of defaults occur,
|
• |
in months 14-15 of the Device Payment Plan Agreement, approximately 5.60% of defaults occur in each month,
|
• |
in months 16-18 of the Device Payment Plan Agreement, approximately 4.80% of defaults occur in each month,
|
• |
in month 19 of the Device Payment Plan Agreement, approximately 4.00% of defaults occur,
|
• |
in months 20-21 of the Device Payment Plan Agreement, approximately 3.60% of defaults occur in each month,
|
• |
in months 22-23 of the Device Payment Plan Agreement, approximately 3.00% of defaults occur in each month,
|
• |
in month 24 of the Device Payment Plan Agreement, approximately 2.70% of defaults occur,
|
• |
in months 25-26 of the Device Payment Plan Agreement, approximately 2.10% of defaults occur in each month,
|
• |
in month 27 of the Device Payment Plan Agreement, approximately 1.90% of defaults occur,
|
• |
in month 28 of the Device Payment Plan Agreement, approximately 1.60% of defaults occur,
|
• |
in months 29-30 of the Device Payment Plan Agreement, approximately 1.00% of defaults occur in each month,
|
• |
in months 31-33 of the Device Payment Plan Agreement, approximately 0.70% of defaults occur in each month,
|
• |
in month 34 of the Device Payment Plan Agreement, approximately 0.40% of defaults occur,
|
• |
in months 35-36 of the Device Payment Plan Agreement, approximately 0.20% of defaults occur in each month, and
|
• |
in and after month 37 of the Device Payment Plan Agreement, 0.00% 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 2021-2 based on the Series 2021-2 Group Allocated Percentage
|
|
Indenture Trustee fee
|
$1,250 to be paid monthly
|
|
Owner Trustee fee
|
an annual fee equal to $5,000, payable on the Payment Date occurring in July of each calendar year, beginning 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 2021-2 based on the Series 2021-2 Group Allocated Percentage
|
|
Asset Representations Reviewer fee
|
$416.67 to be paid monthly, allocated to Series 2021-2 based on the Series 2021-2 ARR Series Allocation Percentage
|
|
Asset Representations Reviewer review fee
|
$50,000, to be paid in connection with an Asset Representations Review, allocated to Series 2021-2 based on the Series 2021-2 ARR Series Allocation Percentage
|
|
Servicing Fee
|
1/12 of 0.75% of the Pool Balance, to be paid monthly, allocated to Series 2021-2 based on the Series 2021-2 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 2021-2 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 2021-2 based on the Series 2021-2 Group
Allocated Percentage
|
• |
Group 1 Available Funds for the related Collection Period,
|
• |
Series 2021-2 Available Funds for the related Collection Period,
|
• |
fees and expenses payable to the Master Collateral Agent, the Indenture Trustee, the Owner Trustee, 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 2021-2,
|
• |
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 2021-2,
|
• |
the Pool Balance, the Series Invested Amount for Series 2021-2, the Adjusted Series Invested Amount for Series 2021-2 and the Series 2021-2 Allocation Percentage,
|
• |
the Transferor’s Percentage and the Transferor’s Allocation for such Payment Date,
|
• |
the amount of interest, 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,
|
• |
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 any Letter of Credit and the amount, if any, payable to the Letter of Credit Provider including any interest accrued on the drawn amount;
|
• |
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 2021-2 Available Funds released to the holder of the 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 Agreements 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 1 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 Notes
|
Class B Notes
|
Class C Notes
|
|||
RBC Capital Markets, LLC
|
$311,675,000
|
$21,364,000
|
$21,560,000
|
|||
BofA Securities, Inc.
|
$249,340,000
|
$18,312,000
|
$18,480,000
|
|||
MUFG Securities Americas Inc.
|
$249,340,000
|
$18,312,000
|
$18,480,000
|
|||
TD Securities (USA) LLC
|
$249,340,000
|
$18,312,000
|
$18,480,000
|
|||
CastleOak Securities, L.P.
|
$37,401,000
|
$0
|
$0
|
|||
Great Pacific Securities
|
$37,401,000
|
$0
|
$0
|
|||
Mischler Financial Group, Inc.
|
$37,401,000
|
$0
|
$0
|
|||
Santander Investment Securities Inc.
|
$37,401,000
|
$0
|
$0
|
|||
SMBC Nikko Securities America, Inc.
|
$37,401,000
|
$0
|
$0
|
|||
Total
|
$1,246,700,000
|
$76,300,000
|
$77,000,000
|
Underwriting
Discount and Commissions |
Net
Proceeds(1) |
Selling
Concessions Not to Exceed(2) |
Reallowance
Not to Exceed |
||||
Class A Notes
|
0.25000%
|
99.73558%
|
0.15000%
|
0.07500%
|
|||
Class B Notes
|
0.35000%
|
99.63961%
|
0.21000%
|
0.10500%
|
|||
Class C Notes
|
0.45000%
|
99.54122%
|
0.27000%
|
0.13500%
|
(1) |
Before deducting expenses, estimated to be $1,420,000.
|
(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 the 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 the Notes in, from or otherwise involving the United Kingdom.
|
(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 Regulation (EU) No 2017/565 as it
forms part of the domestic law of the United Kingdom by virtue of the EUWA; 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 (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 United Kingdom by virtue of the EUWA; 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 to 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 the
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 1 Credit Extension of the controlling class of any Group 1 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 1 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 1 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 1 Series with Credit Extensions comprising at least 25% of the aggregate Outstanding principal amount of all Group 1 Credit Extensions, or
|
(iv) |
a bankruptcy or dissolution of the Trust.
|
(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.
|
(1) |
Device Payment Plan Agreements reflect their initial Principal Balance. Excludes cancelled Device Payment Plan Agreements. Excludes Device Payment Plan
Agreements with balances less than $50.
|
(2) |
Period from January 1, 2021 through August 31, 2021. There is no data presented for vintage year 2021 for Device Payment Plan Agreement static pool cumulative
loss history after application of first payment filter by percentage of dollar amount, Device Payment Plan Agreement static pool cumulative prepayment history by percentage of dollar amount and Device Payment Plan Agreement static
pool cumulative upgrade prepayment history by percentage of dollar amount because Device Payment Plan Agreements originated in vintage year 2021 do not have at least twelve (12) months of performance history. See footnotes (10),
(13) and (14).
|
(3) |
Weighted averages are weighted by the aggregate Principal Balance of the related Device Payment Plan Agreements in the origination year as of the origination
date.
|
(4) |
Excludes Consumer Device Payment Plan Agreements 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
Device Payment Plan Agreement for which the Consumer Obligor (i) had an account with Verizon Wireless on or prior to March 30, 2016, and with respect to Consumer Device Payment Plan Agreements originated prior to June 1, 2016, as
of April 3, 2016; (ii) had an account with Verizon Wireless on or prior to March 30, 2016, and with respect to Consumer Device Payment Plan Agreements originated on or after June 1, 2016, on or about the date on which such
Consumer Device Payment Plan Agreement was originated; and (iii) first obtained an account with Verizon Wireless after March 30, 2016, on or about the date on which such Consumer Device Payment Plan Agreement was originated.
|
(6) |
Comprised of Obligors whose wireless devices were subject to an upgrade as of the applicable date.
|
(7) |
Based on the billing addresses of the Obligors.
|
(8) |
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.
|
(9) |
Includes Device Payment Plan Agreements that are secured by the related wireless device and have a perfected security interest in such wireless device.
|
(10) |
Device Payment Plan Agreement static pool cumulative loss history by percentage of dollar amount equals the aggregate Principal Balance of Device Payment Plan
Agreements that have been written-off as a percentage of the aggregate Principal Balance of Device Payment Plan Agreements originated in the vintage with at least twelve (12) months of performance history.
|
(11) |
Includes only Device Payment Plan Agreements where either (i) at least one payment by the Obligor under the related Device Payment Plan Agreement has been
received with respect to such Device Payment Plan Agreement, or (ii) the related Obligor has at least one (1) year of Customer Tenure with Verizon Wireless. See footnote (8) for a description of Customer Tenure.
|
(12) |
Excludes cancelled Device Payment Plan Agreements.
|
(13) |
Device Payment Plan Agreement static pool cumulative prepayment history by percentage of dollar amount equals the aggregate Principal Balance of Device Payment
Plan Agreements that were prepaid by the Obligor or that had an Upgrade Offer exercised as a percentage of the aggregate Principal Balance of Device Payment Plan Agreements originated in the vintage with at least twelve (12)
months of performance history.
|
(14) |
Device Payment Plan Agreement static pool cumulative upgrade prepayment history by percentage of dollar amount equals the aggregate Principal Balance of Device
Payment Plan Agreements that had an Upgrade Offer exercised as a percentage of the aggregate Principal Balance of Device Payment Plan Agreements originated in the vintage with at least twelve (12) months of performance history.
|
(15) |
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.
|
(16) |
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
Device Payment Plan Agreement has been paid in full pursuant to the Servicer’s internal payment waterfall.
|
(17) |
Aggregate Principal Balance shown is the outstanding balance of Device Payment Plan Agreements at the end of each relative period, excluding Device Payment Plan
Agreements written-off during the period.
|
(18) |
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.
|
(19) |
The percentage of >60 day delinquent Device Payment Plan Agreements is calculated as the dollar amount of Device Payment Plan Agreements greater than sixty
(60) days delinquent as a percentage of the aggregate Principal Balance.
|
2016
|
2017
|
2018
|
2019
|
2020
|
2021(2)
|
|||||||
Number of Device Payment Plan Agreements
|
25,087,374
|
25,933,327
|
25,948,350
|
25,999,560
|
22,502,760
|
16,515,555
|
||||||
Number of accounts
|
15,766,254
|
16,385,857
|
15,901,944
|
15,546,431
|
13,759,797
|
10,489,441
|
||||||
Aggregate original Principal Balance
|
$15,769,144,253
|
$17,037,631,861
|
$$19,128,433,181
|
$18,732,114,232
|
$16,306,055,784
|
$12,551,914,614
|
||||||
Minimum
|
$50.00
|
$50.00
|
$50.00
|
$50.00
|
$50.00
|
$50.00
|
||||||
Maximum
|
$1,230.00
|
$1,349.99
|
$1,910.00
|
$1,910.00
|
$2,000.00
|
$2,410.00
|
||||||
Average
|
$628.57
|
$656.98
|
$737.17
|
$720.48
|
$724.62
|
$760.01
|
||||||
Average monthly payment
|
$26.19
|
$27.92
|
$31.70
|
$29.94
|
$29.76
|
$29.95
|
||||||
Weighted average remaining installments (in months)(3)
|
24
|
24
|
24
|
24
|
24
|
26
|
||||||
Weighted average FICO® Score of Consumer Obligors under Consumer Device Payment Plan Agreements(3)(4)(5)
|
710
|
703
|
703
|
702
|
702
|
709
|
||||||
Percentage of Consumer Device Payment Plan Agreements with Consumer Obligors without a FICO® Score(5)
|
3.84%
|
4.48%
|
5.38%
|
5.33%
|
4.59%
|
4.60%
|
||||||
Percentage of Device Payment Plan Agreements with customers with smart phones
|
97.39%
|
96.95%
|
95.59%
|
93.33%
|
91.89%
|
91.78%
|
||||||
Percentage of Device Payment Plan Agreements with customers with other wireless devices
|
2.61%
|
3.05%
|
4.41%
|
6.67%
|
8.11%
|
8.22%
|
||||||
Percentage of Device Payment Plan Agreements with customers with upgrade eligibility(6)
|
61.70%
|
62.75%
|
52.46%
|
51.17%
|
53.88%
|
57.23%
|
||||||
Percentage of Device Payment Plan Agreements with device insurance
|
58.31%
|
65.65%
|
69.29%
|
66.02%
|
50.38%
|
43.38%
|
||||||
Geographic concentration
|
||||||||||||
First highest geographic concentration (state and
%)(7)
|
CA 10.78%
|
CA 10.79%
|
CA 10.68%
|
CA 10.51%
|
CA 10.12%
|
CA 10.13%
|
||||||
Second highest geographic concentration (state and %)(7)
|
NY 6.23%
|
NY 6.31%
|
NY 6.17%
|
TX 6.02%
|
TX 6.12%
|
TX 6.29%
|
||||||
Third highest geographic concentration (state and
%)(7)
|
TX 5.10%
|
TX 5.47%
|
TX 5.70%
|
NY 5.94%
|
FL 5.93%
|
FL 6.10%
|
||||||
Weighted average Customer Tenure (in months)(3)(8)
|
87
|
91
|
92
|
94
|
98
|
100
|
||||||
Percentage of Device Payment Plan Agreements with monthly payments
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||||
Percentage of Device Payment Plan Agreements with 0.00% APR
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||||
Percentage of Device Payment Plan Agreements with 36 month original term
|
0.00%
|
0.00%
|
0.00%
|
0.77%
|
0.04%
|
0.00%
|
||||||
Percentage of Device Payment Plan Agreements with 30 month original term
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
6.95%
|
26.97%
|
||||||
Percentage of Device Payment Plan Agreements with 24 month original term
|
100.00%
|
99.33%
|
98.92%
|
99.23%
|
93.00%
|
73.03%
|
||||||
Percentage of Device Payment Plan Agreements with 6 month original term
|
0.00%
|
0.67%
|
1.08%
|
0.00%
|
0.00%
|
0.00%
|
||||||
Financing for wireless devices
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
||||||
Unsecured Device Payment Plan Agreements
|
100.00%
|
100.00%
|
100.00%
|
39.79%
|
9.17%
|
9.18%
|
||||||
Secured Device Payment Plan Agreements(9)
|
0.00%
|
0.00%
|
0.00%
|
60.21%
|
90.83%
|
90.82%
|
||||||
Percentage of Device Payment Plan Agreements that are Business Device Payment Plan Agreements
|
4.06%
|
5.37%
|
6.38%
|
7.45%
|
7.82%
|
8.39%
|
Origination Vintage
|
|||||||||||||||
2016
|
2017
|
2018
|
2019
|
2020
|
2021(2)
|
Portfolio Average Without First Payment Filter
|
|||||||||
Months Since Origination
|
Aggregate Principal Balance of Device Payment Plan Agreements originated ($)(12)
|
15,643,971,907
|
16,863,610,963
|
18,780,062,688
|
18,383,420,397
|
16,126,936,675
|
12,072,874,336
|
||||||||
%
|
%
|
%
|
%
|
%
|
%
|
||||||||||
0
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
|||||||||
1
|
0.00%
|
0.00%
|
0.00%
|
0.01%
|
0.00%
|
0.13%
|
|||||||||
2
|
0.00%
|
0.00%
|
0.00%
|
0.03%
|
0.00%
|
0.26%
|
|||||||||
3
|
0.01%
|
0.01%
|
0.01%
|
0.05%
|
0.01%
|
0.29%
|
|||||||||
4
|
0.04%
|
0.04%
|
0.05%
|
0.10%
|
0.03%
|
0.66%
|
|||||||||
5
|
0.17%
|
0.15%
|
0.19%
|
0.25%
|
0.12%
|
1.21%
|
|||||||||
6
|
0.39%
|
0.35%
|
0.46%
|
0.54%
|
0.30%
|
1.63%
|
|||||||||
7
|
0.62%
|
0.57%
|
0.75%
|
0.84%
|
0.49%
|
1.95%
|
|||||||||
8
|
0.88%
|
0.80%
|
1.06%
|
1.12%
|
0.69%
|
2.23%
|
|||||||||
9
|
1.11%
|
1.02%
|
1.34%
|
1.36%
|
2.51%
|
||||||||||
10
|
1.33%
|
1.23%
|
1.60%
|
1.56%
|
2.76%
|
||||||||||
11
|
1.53%
|
1.41%
|
1.84%
|
1.73%
|
2.98%
|
||||||||||
12
|
1.71%
|
1.58%
|
2.06%
|
1.89%
|
3.17%
|
||||||||||
13
|
1.87%
|
1.73%
|
2.25%
|
2.04%
|
3.35%
|
||||||||||
14
|
2.01%
|
1.87%
|
2.43%
|
2.18%
|
3.51%
|
||||||||||
15
|
2.14%
|
2.00%
|
2.59%
|
2.31%
|
3.65%
|
||||||||||
16
|
2.25%
|
2.12%
|
2.73%
|
2.42%
|
3.78%
|
||||||||||
17
|
2.34%
|
2.22%
|
2.85%
|
2.52%
|
3.88%
|
||||||||||
18
|
2.43%
|
2.31%
|
2.95%
|
2.61%
|
3.96%
|
||||||||||
19
|
2.50%
|
2.39%
|
3.03%
|
2.69%
|
4.04%
|
||||||||||
20
|
2.56%
|
2.45%
|
3.09%
|
2.76%
|
4.11%
|
||||||||||
21
|
2.62%
|
2.51%
|
3.15%
|
4.20%
|
|||||||||||
22
|
2.66%
|
2.56%
|
3.19%
|
4.28%
|
|||||||||||
23
|
2.69%
|
2.60%
|
3.22%
|
4.32%
|
|||||||||||
24
|
2.72%
|
2.63%
|
3.24%
|
4.36%
|
Origination Vintage
|
|||||||||||||
2016
|
2017
|
2018
|
2019
|
2020
|
2021(2)
|
||||||||
Months Since Origination
|
Aggregate Principal Balance of Device Payment Plan Agreements originated ($)(12)
|
15,781,997,768
|
17,051,522,697
|
19,132,613,076
|
18,736,225,627
|
16,310,796,485
|
12,554,905,016
|
||||||
%
|
%
|
%
|
%
|
%
|
%
|
||||||||
0
|
0.12%
|
0.10%
|
0.03%
|
0.02%
|
0.03%
|
||||||||
1
|
0.42%
|
0.47%
|
0.33%
|
0.33%
|
0.43%
|
||||||||
2
|
0.69%
|
0.88%
|
0.73%
|
0.74%
|
0.98%
|
||||||||
3
|
1.07%
|
1.20%
|
1.03%
|
1.07%
|
1.41%
|
||||||||
4
|
1.40%
|
1.53%
|
1.32%
|
1.37%
|
1.79%
|
||||||||
5
|
1.72%
|
1.86%
|
1.61%
|
1.67%
|
2.17%
|
||||||||
6
|
2.04%
|
2.22%
|
1.91%
|
1.98%
|
2.54%
|
||||||||
7
|
2.38%
|
2.59%
|
2.22%
|
2.32%
|
2.92%
|
||||||||
8
|
2.75%
|
2.99%
|
2.54%
|
2.68%
|
3.31%
|
||||||||
9
|
3.14%
|
3.43%
|
2.90%
|
3.05%
|
|||||||||
10
|
3.57%
|
3.94%
|
3.28%
|
3.44%
|
|||||||||
11
|
4.08%
|
4.59%
|
3.72%
|
3.85%
|
|||||||||
12
|
4.73%
|
5.36%
|
4.28%
|
4.34%
|
|||||||||
13
|
5.55%
|
6.19%
|
4.99%
|
4.91%
|
|||||||||
14
|
6.45%
|
6.93%
|
5.61%
|
5.54%
|
|||||||||
15
|
7.27%
|
7.59%
|
6.15%
|
6.16%
|
|||||||||
16
|
7.97%
|
8.20%
|
6.64%
|
6.72%
|
|||||||||
17
|
8.60%
|
8.78%
|
7.11%
|
7.24%
|
|||||||||
18
|
9.18%
|
9.31%
|
7.56%
|
7.72%
|
|||||||||
19
|
9.71%
|
9.79%
|
7.99%
|
8.16%
|
|||||||||
20
|
10.18%
|
10.21%
|
8.38%
|
8.55%
|
|||||||||
21
|
10.58%
|
10.57%
|
8.72%
|
||||||||||
22
|
10.89%
|
10.86%
|
8.98%
|
||||||||||
23
|
11.11%
|
11.07%
|
9.15%
|
||||||||||
24
|
11.20%
|
11.16%
|
9.23%
|
Origination Vintage
|
|||||||||||||
2016
|
2017
|
2018
|
2019
|
2020
|
2021(2)
|
||||||||
Months Since Origination
|
Aggregate Principal Balance of Device Payment Plan Agreements originated ($)(12)
|
15,781,997,768
|
17,051,522,697
|
19,132,613,076
|
18,736,225,627
|
16,310,796,485
|
12,554,905,016
|
||||||
%
|
%
|
%
|
%
|
%
|
%
|
||||||||
0
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||||||
1
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
||||||||
2
|
0.01%
|
0.01%
|
0.00%
|
0.00%
|
0.00%
|
||||||||
3
|
0.02%
|
0.02%
|
0.01%
|
0.01%
|
0.01%
|
||||||||
4
|
0.03%
|
0.05%
|
0.02%
|
0.02%
|
0.02%
|
||||||||
5
|
0.06%
|
0.08%
|
0.03%
|
0.03%
|
0.03%
|
||||||||
6
|
0.09%
|
0.12%
|
0.05%
|
0.04%
|
0.04%
|
||||||||
7
|
0.14%
|
0.17%
|
0.08%
|
0.07%
|
0.06%
|
||||||||
8
|
0.19%
|
0.25%
|
0.12%
|
0.10%
|
0.09%
|
||||||||
9
|
0.27%
|
0.35%
|
0.17%
|
0.14%
|
|||||||||
10
|
0.37%
|
0.50%
|
0.25%
|
0.19%
|
|||||||||
11
|
0.52%
|
0.77%
|
0.36%
|
0.25%
|
|||||||||
12
|
0.77%
|
1.14%
|
0.54%
|
0.35%
|
|||||||||
13
|
1.18%
|
1.55%
|
0.87%
|
0.51%
|
|||||||||
14
|
1.66%
|
1.88%
|
1.12%
|
0.72%
|
|||||||||
15
|
2.07%
|
2.14%
|
1.29%
|
0.92%
|
|||||||||
16
|
2.36%
|
2.34%
|
1.42%
|
1.04%
|
|||||||||
17
|
2.57%
|
2.50%
|
1.52%
|
1.14%
|
|||||||||
18
|
2.73%
|
2.62%
|
1.60%
|
1.20%
|
|||||||||
19
|
2.85%
|
2.72%
|
1.66%
|
1.25%
|
|||||||||
20
|
2.94%
|
2.78%
|
1.70%
|
1.28%
|
|||||||||
21
|
3.00%
|
2.82%
|
1.73%
|
||||||||||
22
|
3.03%
|
2.84%
|
1.75%
|
||||||||||
23
|
3.05%
|
2.86%
|
1.76%
|
||||||||||
24
|
3.06%
|
2.86%
|
1.76%
|
End of Month Aggregate Principal Balance(17)
|
Delinquencies
|
||||||||||||
Months Since Origination
|
31-60 days(18)
|
61-90 days(18)
|
91-120 days(18)
|
121+ days(18)
|
>60 days Delinquent %(19)
|
||||||||
0
|
$15,693,100,998
|
$62,648,628
|
$6,678,761
|
$836,351
|
$445,932
|
0.05%
|
|||||||
1
|
15,267,786,268
|
81,997,502
|
3,548,306
|
627,828
|
277,482
|
0.03%
|
|||||||
2
|
14,573,083,959
|
255,497,453
|
12,334,630
|
1,338,833
|
612,314
|
0.10%
|
|||||||
3
|
13,861,364,076
|
279,514,303
|
77,702,738
|
5,481,490
|
1,060,261
|
0.61%
|
|||||||
4
|
13,138,741,399
|
213,318,608
|
98,669,262
|
29,936,040
|
2,431,717
|
1.00%
|
|||||||
5
|
12,395,721,309
|
192,935,837
|
71,764,859
|
38,106,213
|
9,677,467
|
0.96%
|
|||||||
6
|
11,663,904,709
|
175,206,267
|
65,602,228
|
29,596,362
|
14,895,777
|
0.94%
|
|||||||
7
|
10,943,395,659
|
163,327,890
|
58,148,182
|
29,728,615
|
13,721,995
|
0.93%
|
|||||||
8
|
10,224,330,929
|
150,586,971
|
53,414,616
|
25,740,954
|
13,093,971
|
0.90%
|
|||||||
9
|
9,511,271,189
|
138,039,224
|
48,450,045
|
23,638,335
|
12,354,403
|
0.89%
|
|||||||
10
|
8,799,307,998
|
125,158,176
|
43,362,605
|
21,261,169
|
11,444,698
|
0.86%
|
|||||||
11
|
8,083,967,853
|
110,468,954
|
38,004,241
|
18,930,087
|
10,327,607
|
0.83%
|
|||||||
12
|
7,358,830,531
|
96,158,558
|
33,086,899
|
16,596,554
|
8,964,773
|
0.80%
|
|||||||
13
|
6,621,176,242
|
85,567,811
|
28,559,972
|
14,536,494
|
7,763,358
|
0.77%
|
|||||||
14
|
5,888,375,958
|
76,202,802
|
24,971,685
|
12,713,714
|
6,718,767
|
0.75%
|
|||||||
15
|
5,182,772,137
|
67,144,622
|
21,798,791
|
11,113,958
|
5,882,058
|
0.75%
|
|||||||
16
|
4,511,151,834
|
57,670,012
|
18,993,907
|
9,876,118
|
5,221,991
|
0.76%
|
|||||||
17
|
3,866,645,948
|
49,180,026
|
16,167,567
|
8,643,630
|
4,484,062
|
0.76%
|
|||||||
18
|
3,245,612,172
|
41,472,026
|
13,805,667
|
7,378,541
|
4,000,568
|
0.78%
|
|||||||
19
|
2,649,092,940
|
34,780,094
|
11,616,293
|
6,322,892
|
3,508,512
|
0.81%
|
|||||||
20
|
2,077,735,519
|
28,220,465
|
9,706,542
|
5,321,755
|
3,097,799
|
0.87%
|
|||||||
21
|
1,538,433,383
|
22,387,711
|
7,910,672
|
4,392,021
|
2,715,201
|
0.98%
|
|||||||
22
|
1,029,355,342
|
16,844,801
|
6,203,198
|
3,583,610
|
2,364,738
|
1.18%
|
|||||||
23
|
556,132,746
|
11,210,420
|
4,731,608
|
2,809,771
|
2,121,265
|
1.74%
|
|||||||
24
|
158,933,169
|
6,428,310
|
3,338,744
|
2,204,752
|
1,875,512
|
4.67%
|
End of Month Aggregate Principal Balance(17)
|
Delinquencies
|
||||||||||||
Months Since Origination
|
31-60 days(18)
|
61-90 days(18)
|
91-120 days(18)
|
121+ days(18)
|
>60 days Delinquent %(19)
|
||||||||
0
|
$16,974,385,384
|
$62,491,731
|
$5,260,457
|
$613,125
|
$477,554
|
0.04%
|
|||||||
1
|
16,466,028,187
|
93,563,439
|
3,532,514
|
718,433
|
234,434
|
0.03%
|
|||||||
2
|
15,686,500,264
|
308,992,246
|
15,277,351
|
1,625,983
|
704,080
|
0.11%
|
|||||||
3
|
14,916,061,497
|
302,310,563
|
100,505,892
|
7,428,196
|
1,446,371
|
0.73%
|
|||||||
4
|
14,101,841,927
|
215,786,667
|
106,136,466
|
44,503,767
|
3,692,918
|
1.09%
|
|||||||
5
|
13,274,436,576
|
194,947,917
|
63,571,772
|
44,127,141
|
16,367,225
|
0.93%
|
|||||||
6
|
12,467,850,833
|
178,145,052
|
58,323,520
|
29,530,230
|
20,197,619
|
0.87%
|
|||||||
7
|
11,681,144,454
|
166,075,123
|
52,041,159
|
28,659,347
|
15,755,321
|
0.83%
|
|||||||
8
|
10,903,503,772
|
155,270,512
|
48,320,333
|
25,060,514
|
13,496,786
|
0.80%
|
|||||||
9
|
10,134,007,775
|
144,740,239
|
44,640,769
|
23,231,057
|
11,345,832
|
0.78%
|
|||||||
10
|
9,360,851,096
|
134,925,057
|
41,621,446
|
21,182,152
|
10,105,885
|
0.78%
|
|||||||
11
|
8,574,898,280
|
122,431,043
|
38,532,293
|
19,657,484
|
9,364,036
|
0.79%
|
|||||||
12
|
7,782,843,023
|
109,774,547
|
34,793,266
|
18,438,549
|
8,899,273
|
0.80%
|
|||||||
13
|
7,001,002,292
|
101,275,043
|
31,526,248
|
16,703,232
|
8,364,343
|
0.81%
|
|||||||
14
|
6,248,736,919
|
91,170,222
|
28,596,301
|
15,427,341
|
7,750,480
|
0.83%
|
|||||||
15
|
5,522,518,948
|
81,287,709
|
25,334,823
|
13,966,696
|
7,196,687
|
0.84%
|
|||||||
16
|
4,818,480,051
|
70,755,425
|
22,082,948
|
12,219,116
|
6,566,912
|
0.85%
|
|||||||
17
|
4,136,622,285
|
61,555,893
|
19,348,392
|
10,555,663
|
5,761,276
|
0.86%
|
|||||||
18
|
3,479,140,042
|
53,093,175
|
16,808,522
|
9,172,969
|
5,078,274
|
0.89%
|
|||||||
19
|
2,846,367,946
|
44,689,793
|
14,382,949
|
8,017,104
|
4,531,386
|
0.95%
|
|||||||
20
|
2,239,328,910
|
36,638,309
|
12,024,172
|
6,944,988
|
4,124,050
|
1.03%
|
|||||||
21
|
1,661,390,154
|
28,567,986
|
9,835,071
|
5,776,422
|
3,752,680
|
1.17%
|
|||||||
22
|
1,113,489,158
|
21,082,372
|
7,811,968
|
4,706,770
|
3,264,765
|
1.42%
|
|||||||
23
|
603,229,838
|
14,006,424
|
5,857,023
|
3,723,292
|
2,832,524
|
2.06%
|
|||||||
24
|
175,449,130
|
7,931,968
|
4,165,550
|
2,752,731
|
2,416,004
|
5.32%
|
End of Month Aggregate Principal Balance(17)
|
Delinquencies
|
||||||||||||
Months Since Origination
|
31-60 days(18)
|
61-90 days(18)
|
91-120 days(18)
|
121+ days(18)
|
>60 days Delinquent %(19)
|
||||||||
0
|
$19,065,593,406
|
$72,827,771
|
$5,286,329
|
$634,759
|
$420,965
|
0.03%
|
|||||||
1
|
18,464,966,150
|
93,027,501
|
5,013,642
|
1,168,169
|
490,816
|
0.04%
|
|||||||
2
|
17,575,500,729
|
431,340,656
|
21,973,078
|
3,179,191
|
1,369,399
|
0.15%
|
|||||||
3
|
16,716,186,192
|
420,747,823
|
168,114,803
|
13,454,287
|
3,240,457
|
1.11%
|
|||||||
4
|
15,777,822,359
|
273,033,253
|
184,335,851
|
80,730,033
|
7,762,763
|
1.73%
|
|||||||
5
|
14,797,551,056
|
250,806,164
|
93,974,213
|
73,872,489
|
32,216,263
|
1.35%
|
|||||||
6
|
13,871,902,235
|
231,985,758
|
83,734,136
|
46,178,156
|
33,256,539
|
1.18%
|
|||||||
7
|
12,988,558,455
|
214,893,275
|
76,404,096
|
43,624,806
|
24,105,422
|
1.11%
|
|||||||
8
|
12,128,921,152
|
199,650,283
|
68,798,729
|
40,306,637
|
20,874,603
|
1.07%
|
|||||||
9
|
11,277,558,279
|
182,706,842
|
62,861,755
|
35,676,519
|
18,875,760
|
1.04%
|
|||||||
10
|
10,431,185,614
|
168,120,926
|
56,977,103
|
32,697,400
|
16,509,060
|
1.02%
|
|||||||
11
|
9,587,472,559
|
151,172,035
|
52,105,168
|
28,699,227
|
15,176,186
|
1.00%
|
|||||||
12
|
8,731,566,296
|
134,504,333
|
46,463,145
|
25,539,654
|
13,131,283
|
0.98%
|
|||||||
13
|
7,867,086,507
|
119,376,509
|
41,634,882
|
22,291,732
|
11,230,261
|
0.96%
|
|||||||
14
|
7,035,438,971
|
108,573,635
|
37,180,711
|
19,441,287
|
9,889,412
|
0.95%
|
|||||||
15
|
6,238,302,460
|
99,916,733
|
33,260,603
|
16,943,570
|
8,529,546
|
0.94%
|
|||||||
16
|
5,461,043,418
|
97,200,479
|
30,737,585
|
14,929,609
|
7,160,126
|
0.97%
|
|||||||
17
|
4,704,810,447
|
86,276,668
|
30,660,872
|
14,565,967
|
6,850,242
|
1.11%
|
|||||||
18
|
3,969,017,638
|
74,402,997
|
29,413,412
|
15,835,857
|
7,942,217
|
1.34%
|
|||||||
19
|
3,257,397,376
|
59,273,158
|
24,171,431
|
13,622,137
|
8,214,679
|
1.41%
|
|||||||
20
|
2,574,489,845
|
43,518,201
|
18,487,814
|
10,216,092
|
6,627,290
|
1.37%
|
|||||||
21
|
1,923,589,813
|
35,938,879
|
13,629,253
|
7,873,731
|
5,325,256
|
1.39%
|
|||||||
22
|
1,305,687,263
|
29,578,374
|
11,218,823
|
5,661,985
|
4,371,969
|
1.63%
|
|||||||
23
|
724,372,052
|
22,678,206
|
9,377,173
|
4,809,751
|
3,465,039
|
2.44%
|
|||||||
24
|
229,264,580
|
16,273,409
|
7,676,089
|
4,018,437
|
3,120,235
|
6.46%
|
End of Month Aggregate Principal Balance(17)
|
Delinquencies
|
||||||||||||
Months Since Origination
|
31-60 days(18)
|
61-90 days(18)
|
91-120 days(18)
|
121+ days(18)
|
>60 days Delinquent %(19)
|
||||||||
0
|
$18,740,035,990
|
$71,490,800
|
$5,237,791
|
$689,750
|
$348,422
|
0.03%
|
|||||||
1
|
18,075,592,045
|
93,684,178
|
5,111,191
|
1,126,259
|
442,145
|
0.04%
|
|||||||
2
|
17,198,515,920
|
413,971,828
|
21,867,304
|
2,906,609
|
1,355,148
|
0.15%
|
|||||||
3
|
16,373,193,974
|
410,535,541
|
153,344,647
|
13,134,128
|
3,159,036
|
1.04%
|
|||||||
4
|
15,488,535,999
|
304,648,151
|
179,622,028
|
79,683,265
|
7,948,922
|
1.73%
|
|||||||
5
|
14,555,530,605
|
285,801,450
|
113,803,342
|
73,200,055
|
32,854,732
|
1.51%
|
|||||||
6
|
13,666,029,649
|
263,779,845
|
110,598,981
|
58,429,305
|
36,508,896
|
1.50%
|
|||||||
7
|
12,806,407,223
|
234,549,517
|
97,018,561
|
53,981,087
|
31,064,314
|
1.42%
|
|||||||
8
|
11,966,675,105
|
200,287,452
|
81,978,896
|
45,285,363
|
24,376,892
|
1.27%
|
|||||||
9
|
11,140,406,382
|
186,786,620
|
69,115,249
|
37,688,381
|
20,610,801
|
1.14%
|
|||||||
10
|
10,321,793,093
|
174,544,400
|
64,597,180
|
30,891,553
|
16,833,945
|
1.09%
|
|||||||
11
|
9,512,881,270
|
161,505,047
|
60,413,742
|
30,048,697
|
14,168,195
|
1.10%
|
|||||||
12
|
8,697,753,607
|
148,365,235
|
56,434,647
|
28,351,616
|
13,818,958
|
1.13%
|
|||||||
13
|
7,877,590,213
|
135,056,924
|
52,001,243
|
26,061,956
|
13,357,588
|
1.16%
|
|||||||
14
|
7,066,443,428
|
121,136,472
|
47,897,790
|
24,034,305
|
13,008,532
|
1.20%
|
|||||||
15
|
6,262,448,728
|
104,273,943
|
44,177,289
|
21,968,270
|
12,702,091
|
1.26%
|
|||||||
16
|
5,486,993,436
|
82,168,347
|
36,694,423
|
19,248,582
|
11,681,419
|
1.23%
|
|||||||
17
|
4,737,524,166
|
66,413,502
|
28,512,673
|
15,054,120
|
9,922,378
|
1.13%
|
|||||||
18
|
4,009,508,462
|
56,562,938
|
22,350,582
|
10,490,780
|
7,773,696
|
1.01%
|
|||||||
19
|
3,302,769,837
|
50,051,222
|
20,212,261
|
8,513,015
|
6,157,743
|
1.06%
|
|||||||
20
|
2,622,242,985
|
44,463,195
|
18,359,014
|
7,973,724
|
5,882,579
|
1.23%
|
|||||||
21
|
1,710,518,276
|
32,569,217
|
14,958,246
|
6,364,952
|
4,835,565
|
1.53%
|
|||||||
22
|
1,016,882,738
|
22,935,919
|
11,099,786
|
5,059,099
|
4,103,696
|
1.99%
|
|||||||
23
|
501,975,390
|
14,707,105
|
7,981,794
|
3,419,584
|
3,409,887
|
2.95%
|
|||||||
24
|
142,944,051
|
8,502,070
|
5,216,587
|
2,165,307
|
2,514,617
|
6.92%
|
End of Month Aggregate Principal Balance(17)
|
Delinquencies
|
||||||||||||
Months Since Origination
|
31-60 days(18)
|
61-90 days(18)
|
91-120 days(18)
|
121+ days(18)
|
>60 days Delinquent %(19)
|
||||||||
0
|
$16,260,753,990
|
$57,760,289
|
$8,357,637
|
$2,634,499
|
$1,270,188
|
0.08%
|
|||||||
1
|
15,720,214,025
|
77,439,871
|
4,339,103
|
979,332
|
497,831
|
0.04%
|
|||||||
2
|
14,970,489,927
|
284,493,350
|
21,640,789
|
2,409,788
|
969,478
|
0.17%
|
|||||||
3
|
14,244,606,280
|
289,324,488
|
113,004,160
|
12,161,210
|
2,378,294
|
0.90%
|
|||||||
4
|
13,497,878,527
|
196,511,103
|
124,101,883
|
59,990,883
|
6,797,205
|
1.41%
|
|||||||
5
|
12,730,342,588
|
165,170,843
|
72,898,457
|
51,725,055
|
23,132,208
|
1.16%
|
|||||||
6
|
11,987,728,418
|
149,287,235
|
58,991,542
|
29,624,823
|
23,056,174
|
0.93%
|
|||||||
7
|
11,253,308,067
|
144,711,332
|
57,796,073
|
26,218,519
|
15,653,445
|
0.89%
|
|||||||
8
|
10,525,403,232
|
140,202,992
|
58,023,994
|
28,817,854
|
14,672,848
|
0.96%
|
|||||||
9
|
8,351,752,708
|
112,771,553
|
50,761,777
|
25,597,032
|
12,846,882
|
1.07%
|
|||||||
10
|
6,516,175,531
|
89,746,871
|
39,072,259
|
22,600,334
|
11,611,946
|
1.12%
|
|||||||
11
|
5,304,916,193
|
71,372,404
|
31,330,150
|
16,713,135
|
10,934,794
|
1.11%
|
|||||||
12
|
4,313,931,326
|
55,161,338
|
24,322,741
|
12,258,587
|
8,943,244
|
1.06%
|
|||||||
13
|
3,352,706,839
|
41,192,657
|
18,059,409
|
8,834,955
|
6,556,281
|
1.00%
|
|||||||
14
|
2,521,984,208
|
29,970,467
|
13,200,251
|
5,985,357
|
4,530,882
|
0.94%
|
|||||||
15
|
1,816,150,253
|
21,959,652
|
9,213,830
|
4,097,295
|
3,143,595
|
0.91%
|
|||||||
16
|
1,276,946,294
|
16,443,740
|
6,453,584
|
2,845,859
|
2,283,714
|
0.91%
|
|||||||
17
|
881,861,820
|
11,778,749
|
4,707,333
|
1,829,050
|
1,701,754
|
0.93%
|
|||||||
18
|
522,647,739
|
6,806,321
|
2,978,483
|
1,248,080
|
1,173,236
|
1.03%
|
|||||||
19
|
228,630,833
|
2,813,036
|
1,243,951
|
607,056
|
573,946
|
1.06%
|
|||||||
20
|
|||||||||||||
21
|
|||||||||||||
22
|
|||||||||||||
23
|
|||||||||||||
24
|
End of Month Aggregate Principal Balance(17)
|
Delinquencies
|
||||||||||||
Months Since Origination
|
31-60 days(18)
|
61-90 days(18)
|
91-120 days(18)
|
121+ days(18)
|
>60 days Delinquent %(19)
|
||||||||
0
|
$12,507,395,869
|
$27,909,007
|
$3,600,067
|
$521,507
|
$227,536
|
0.03%
|
|||||||
1
|
10,733,644,631
|
32,618,662
|
2,143,131
|
477,643
|
234,896
|
0.03%
|
|||||||
2
|
8,707,957,970
|
119,082,733
|
7,137,576
|
857,127
|
443,934
|
0.10%
|
|||||||
3
|
6,686,099,366
|
108,531,923
|
34,912,891
|
3,368,157
|
824,610
|
0.58%
|
|||||||
4
|
4,991,731,221
|
65,554,311
|
38,366,761
|
13,913,131
|
2,036,630
|
1.09%
|
|||||||
5
|
3,554,268,683
|
47,458,039
|
19,829,783
|
11,899,225
|
5,200,311
|
1.04%
|
|||||||
6
|
2,098,176,781
|
25,624,845
|
11,662,775
|
5,273,503
|
3,966,224
|
1.00%
|
|||||||
7
|
1,092,046,564
|
12,317,997
|
5,566,060
|
3,030,587
|
1,976,217
|
0.97%
|
|||||||
8
|
|||||||||||||
9
|
|||||||||||||
10
|
|||||||||||||
11
|
|||||||||||||
12
|
|||||||||||||
13
|
|||||||||||||
14
|
|||||||||||||
15
|
|||||||||||||
16
|
|||||||||||||
17
|
|||||||||||||
18
|
|||||||||||||
19
|
|||||||||||||
20
|
|||||||||||||
21
|
|||||||||||||
22
|
|||||||||||||
23
|
|||||||||||||
24
|
(1) |
Receivables reflect their initial Principal Balance. Excludes cancelled Receivables. Excludes Receivables with balances less than $50.
|
(2) |
Period from January 1, 2021 through August 31, 2021.
|
(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) |
Based on the billing addresses of the Obligors.
|
(8) |
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.
|
(9) |
Includes Receivables that are secured by the related wireless device and have a perfected security interest in such wireless device.
|
(10) |
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.
|
(11) |
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 (8) for a description of Customer Tenure.
|
(12) |
Excludes cancelled Receivables.
|
(13) |
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.
|
(14) |
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.
|
(15) |
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.
|
(16) |
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.
|
(17) |
Aggregate Principal Balance shown is the outstanding balance of Receivables at the end of each relative period, excluding Receivables written-off during the
period.
|
(18) |
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.
|
(19) |
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.
|
2019
|
2020
|
2021(2)
|
||||
Number of Receivables
|
504,253
|
1,987,961
|
4,258,024
|
|||
Number of accounts
|
415,135
|
1,541,980
|
3,482,821
|
|||
Aggregate original Principal Balance
|
$402,854,470
|
$1,698,190,643
|
$3,613,428,116
|
|||
Minimum
|
$99.99
|
$58.49
|
$50.05
|
|||
Maximum
|
$1,910.00
|
$2,000.00
|
$2,410.00
|
|||
Average
|
$798.91
|
$854.24
|
$848.62
|
|||
Average monthly payment
|
$33.28
|
$32.21
|
$31.96
|
|||
Weighted average remaining installments (in months)(3)
|
24
|
27
|
27
|
|||
Weighted average FICO® Score of Consumer Obligors under Consumer Receivables (3)(4)(5)
|
720
|
708
|
706
|
|||
Percentage of Consumer Receivables with Consumer Obligors without a FICO® Score(5)
|
3.90%
|
3.37%
|
3.83%
|
|||
Percentage of Receivables with customers with smart phones
|
94.84%
|
94.57%
|
94.21%
|
|||
Percentage of Receivables with customers with other wireless devices
|
5.16%
|
5.43%
|
5.79%
|
|||
Percentage of Receivables with customers with upgrade eligibility(6)
|
59.52%
|
67.55%
|
62.26%
|
|||
Percentage of Receivables with device insurance
|
65.35%
|
51.70%
|
46.98%
|
|||
Geographic concentration
|
||||||
First highest geographic concentration (state and %)(7)
|
CA 11.12%
|
CA 11.64%
|
CA 10.58%
|
|||
Second highest geographic concentration (state and %)(7)
|
FL 6.12%
|
FL 6.44%
|
TX 6.43%
|
|||
Third highest geographic concentration (state and %)(7)
|
NY 5.98%
|
TX 6.27%
|
FL 6.27%
|
|||
Weighted average Customer Tenure (in months)(3)(8)
|
95
|
95
|
100
|
|||
Percentage of Receivables with monthly payments
|
100.00%
|
100.00%
|
100.00%
|
|||
Percentage of Receivables with 0.00% APR
|
100.00%
|
100.00%
|
100.00%
|
|||
Percentage of Receivables with 36 month original term
|
0.00%
|
0.00%
|
0.00%
|
|||
Percentage of Receivables with 30 month original term
|
0.00%
|
47.43%
|
48.01%
|
|||
Percentage of Receivables with 24 month original term
|
100.00%
|
52.57%
|
51.99%
|
|||
Percentage of Receivables with 6 month original term
|
0.00%
|
0.00%
|
0.00%
|
|||
Financing for wireless devices
|
100.00%
|
100.00%
|
100.00%
|
|||
Unsecured Receivables
|
57.61%
|
24.14%
|
5.78%
|
|||
Secured Receivables(9)
|
42.39%
|
75.86%
|
94.22%
|
|||
Percentage of Receivables that are Business Receivables
|
56.45%
|
24.10%
|
5.77%
|
Origination Vintage
|
|||||||
2019
|
2020
|
2021(2)
|
|||||
Months Since Origination
|
Aggregate Principal Balance of Receivables originated ($)(12)
|
402,854,470
|
1,698,190,643
|
3,613,428,116
|
|||
%
|
%
|
%
|
|||||
0
|
0.00%
|
0.00%
|
0.00%*
|
||||
1
|
0.00%
|
0.00%
|
0.00%*
|
||||
2
|
0.00%
|
0.00%
|
0.00%*
|
||||
3
|
0.00%
|
0.00%
|
0.00%*
|
||||
4
|
0.00%
|
0.00%
|
0.00%*
|
||||
5
|
0.00%
|
0.00%
|
0.02%*
|
||||
6
|
0.00%
|
0.00%
|
0.03%*
|
||||
7
|
0.00%
|
0.00%
|
0.04%*
|
||||
8
|
0.00%
|
0.01%
|
|||||
9
|
0.00%
|
0.01%*
|
|||||
10
|
0.00%
|
0.01%*
|
|||||
11
|
0.00%
|
0.01%*
|
|||||
12
|
0.00%
|
0.00%*
|
|||||
13
|
0.00%
|
0.00%*
|
|||||
14
|
0.00%
|
0.00%*
|
|||||
15
|
0.00%
|
0.00%*
|
|||||
16
|
0.00%
|
0.00%*
|
|||||
17
|
0.00%
|
0.00%*
|
|||||
18
|
0.00%
|
0.00%*
|
|||||
19
|
0.00%
|
0.00%*
|
|||||
20
|
0.00%
|
||||||
21
|
0.00%*
|
||||||
22
|
0.00%*
|
||||||
23
|
0.00%*
|
||||||
24
|
0.00%*
|
Origination Vintage
|
|||||||
2019
|
2020
|
2021(2)
|
|||||
Months Since Origination
|
Aggregate Principal Balance of Receivables originated ($)(12)
|
402,854,470
|
1,698,190,643
|
3,613,428,116
|
|||
%
|
%
|
%
|
|||||
0
|
0.00%
|
0.00%
|
0.00%*
|
||||
1
|
0.00%
|
0.00%
|
0.02%*
|
||||
2
|
0.00%
|
0.00%
|
0.07%*
|
||||
3
|
0.00%
|
0.00%
|
0.14%*
|
||||
4
|
0.00%
|
0.00%
|
0.27%*
|
||||
5
|
0.00%
|
0.03%
|
0.49%*
|
||||
6
|
0.00%
|
0.13%
|
0.63%*
|
||||
7
|
0.00%
|
0.29%
|
0.76%*
|
||||
8
|
0.00%
|
0.49%
|
|||||
9
|
0.00%
|
0.56%*
|
|||||
10
|
0.00%
|
0.39%*
|
|||||
11
|
0.00%
|
0.28%*
|
|||||
12
|
0.00%
|
0.27%*
|
|||||
13
|
0.00%
|
0.30%*
|
|||||
14
|
0.00%
|
0.31%*
|
|||||
15
|
0.00%
|
0.30%*
|
|||||
16
|
0.00%
|
0.33%*
|
|||||
17
|
0.01%
|
0.43%*
|
|||||
18
|
0.04%
|
0.52%*
|
|||||
19
|
0.09%
|
0.62%*
|
|||||
20
|
0.17%
|
||||||
21
|
0.19%*
|
||||||
22
|
0.24%*
|
||||||
23
|
0.31%*
|
||||||
24
|
0.35%*
|
Origination Vintage
|
|||||||
2019
|
2020
|
2021(2)
|
|||||
Months Since Origination
|
Aggregate Principal Balance of Receivables originated ($)(12)
|
402,854,470
|
1,698,190,643
|
3,613,428,116
|
|||
%
|
%
|
%
|
|||||
0
|
0.00%
|
0.00%
|
0.00%*
|
||||
1
|
0.00%
|
0.00%
|
0.00%*
|
||||
2
|
0.00%
|
0.00%
|
0.00%*
|
||||
3
|
0.00%
|
0.00%
|
0.00%*
|
||||
4
|
0.00%
|
0.00%
|
0.00%*
|
||||
5
|
0.00%
|
0.00%
|
0.01%*
|
||||
6
|
0.00%
|
0.00%
|
0.01%*
|
||||
7
|
0.00%
|
0.01%
|
0.01%*
|
||||
8
|
0.00%
|
0.01%
|
|||||
9
|
0.00%
|
0.02%*
|
|||||
10
|
0.00%
|
0.02%*
|
|||||
11
|
0.00%
|
0.02%*
|
|||||
12
|
0.00%
|
0.03%*
|
|||||
13
|
0.00%
|
0.03%*
|
|||||
14
|
0.00%
|
0.04%*
|
|||||
15
|
0.00%
|
0.04%*
|
|||||
16
|
0.00%
|
0.04%*
|
|||||
17
|
0.00%
|
0.05%*
|
|||||
18
|
0.00%
|
0.05%*
|
|||||
19
|
0.01%
|
0.05%*
|
|||||
20
|
0.01%
|
||||||
21
|
0.01%*
|
||||||
22
|
0.01%*
|
||||||
23
|
0.01%*
|
||||||
24
|
0.01%*
|
End of Month Aggregate Principal Balance(17)
|
Delinquencies
|
||||||||||||
Months Since Origination
|
31-60 days(18)
|
61-90 days(18)
|
91-120 days(18)
|
121+ days(18)
|
>60 days Delinquent %(19)
|
||||||||
0
|
$243,009,006
|
$1,486,432
|
$44,313
|
$3,750
|
-
|
0.02%
|
|||||||
1
|
237,779,326
|
1,684,073
|
48,078
|
3,146
|
$1,294
|
0.02%
|
|||||||
2
|
227,565,638
|
3,499,674
|
35,969
|
1,750
|
1,294
|
0.02%
|
|||||||
3
|
217,385,516
|
3,384,461
|
97,362
|
2,738
|
2,666
|
0.05%
|
|||||||
4
|
207,280,242
|
3,586,821
|
285,204
|
14,494
|
2,312
|
0.15%
|
|||||||
5
|
197,132,523
|
3,721,727
|
446,914
|
92,478
|
7,990
|
0.28%
|
|||||||
6
|
186,961,482
|
3,456,783
|
611,545
|
221,177
|
68,267
|
0.48%
|
|||||||
7
|
176,822,864
|
3,092,897
|
567,824
|
217,001
|
98,090
|
0.50%
|
|||||||
8
|
166,673,599
|
2,860,154
|
492,049
|
193,704
|
84,829
|
0.46%
|
|||||||
9
|
156,533,395
|
2,520,160
|
418,760
|
180,119
|
69,447
|
0.43%
|
|||||||
10
|
146,363,963
|
2,311,819
|
368,917
|
139,691
|
67,522
|
0.39%
|
|||||||
11
|
136,314,583
|
2,010,252
|
350,114
|
134,116
|
44,864
|
0.39%
|
|||||||
12
|
126,224,225
|
1,960,033
|
332,069
|
110,873
|
50,532
|
0.39%
|
|||||||
13
|
116,136,738
|
1,742,980
|
303,692
|
110,760
|
46,821
|
0.40%
|
|||||||
14
|
106,209,833
|
1,542,434
|
287,354
|
83,638
|
56,741
|
0.40%
|
|||||||
15
|
95,973,805
|
1,257,224
|
221,210
|
85,643
|
39,313
|
0.36%
|
|||||||
16
|
85,753,507
|
996,549
|
142,634
|
70,322
|
30,519
|
0.28%
|
|||||||
17
|
75,545,629
|
807,234
|
74,503
|
38,672
|
23,542
|
0.18%
|
|||||||
18
|
65,209,859
|
678,897
|
42,344
|
9,274
|
10,270
|
0.09%
|
|||||||
19
|
64,082,787
|
653,278
|
59,214
|
3,239
|
2,645
|
0.10%
|
|||||||
20
|
57,481,126
|
570,970
|
66,701
|
13,335
|
2,744
|
0.14%
|
|||||||
21
|
37,137,674
|
417,679
|
48,366
|
6,579
|
2,014
|
0.15%
|
|||||||
22
|
23,028,107
|
298,341
|
37,696
|
7,048
|
1,572
|
0.20%
|
|||||||
23
|
10,600,225
|
176,691
|
29,856
|
4,750
|
2,502
|
0.35%
|
|||||||
24
|
2,636,366
|
119,300
|
17,309
|
2,915
|
1,918
|
0.84%
|
End of Month Aggregate Principal Balance(17)
|
Delinquencies
|
||||||||||||
Months Since Origination
|
31-60 days(18)
|
61-90 days(18)
|
91-120 days(18)
|
121+ days(18)
|
>60 days Delinquent %(19)
|
||||||||
0
|
$1,499,266,890
|
$4,237,173
|
$280,991
|
$66,046
|
$25,495
|
0.02%
|
|||||||
1
|
1,472,320,509
|
4,531,188
|
196,449
|
29,876
|
9,172
|
0.02%
|
|||||||
2
|
1,418,258,637
|
10,420,153
|
284,637
|
29,252
|
6,060
|
0.02%
|
|||||||
3
|
1,359,643,692
|
11,646,530
|
778,269
|
76,271
|
12,474
|
0.06%
|
|||||||
4
|
1,301,305,438
|
7,900,208
|
858,896
|
171,984
|
27,582
|
0.08%
|
|||||||
5
|
1,244,299,188
|
6,539,983
|
545,694
|
192,367
|
57,249
|
0.06%
|
|||||||
6
|
1,186,076,171
|
7,466,207
|
686,786
|
61,480
|
59,346
|
0.07%
|
|||||||
7
|
1,170,458,517
|
8,726,231
|
1,475,910
|
229,188
|
26,059
|
0.15%
|
|||||||
8
|
1,142,170,400
|
9,381,077
|
2,164,584
|
705,022
|
134,354
|
0.26%
|
|||||||
9
|
584,571,205
|
5,232,620
|
1,148,329
|
433,829
|
78,253
|
0.28%
|
|||||||
10
|
209,480,065
|
2,171,481
|
427,298
|
122,660
|
19,401
|
0.27%
|
|||||||
11
|
142,337,328
|
1,539,456
|
266,541
|
77,275
|
12,402
|
0.25%
|
|||||||
12
|
109,314,540
|
1,066,911
|
146,960
|
29,615
|
19,446
|
0.18%
|
|||||||
13
|
85,818,126
|
721,715
|
97,448
|
28,269
|
3,276
|
0.15%
|
|||||||
14
|
64,580,203
|
521,832
|
56,202
|
16,342
|
6,302
|
0.12%
|
|||||||
15
|
45,705,557
|
303,743
|
46,650
|
6,850
|
3,083
|
0.12%
|
|||||||
16
|
33,906,324
|
212,394
|
43,984
|
10,568
|
1,697
|
0.17%
|
|||||||
17
|
27,310,964
|
196,444
|
32,003
|
9,712
|
1,812
|
0.16%
|
|||||||
18
|
21,650,886
|
130,205
|
23,048
|
5,624
|
2,797
|
0.15%
|
|||||||
19
|
10,375,996
|
74,135
|
15,777
|
3,521
|
1,578
|
0.20%
|
|||||||
20
|
|||||||||||||
21
|
|||||||||||||
22
|
|||||||||||||
23
|
|||||||||||||
24
|
End of Month Aggregate Principal Balance(17)
|
Delinquencies
|
||||||||||||
Months Since Origination
|
31-60 days(18)
|
61-90 days(18)
|
91-120 days(18)
|
121+ days(18)
|
>60 days Delinquent %(19)
|
||||||||
0
|
$2,767,629,934
|
$4,698,065
|
$311,597
|
$21,379
|
$17,006
|
0.01%
|
|||||||
1
|
3,047,201,637
|
4,101,301
|
56,724
|
9,747
|
1,967
|
0.00%
|
|||||||
2
|
2,901,873,252
|
11,341,811
|
199,309
|
9,673
|
3,849
|
0.01%
|
|||||||
3
|
2,385,470,159
|
14,861,425
|
965,444
|
10,695
|
5,772
|
0.04%
|
|||||||
4
|
1,910,105,088
|
15,148,964
|
2,302,881
|
250,361
|
13,160
|
0.13%
|
|||||||
5
|
1,539,184,880
|
14,570,474
|
3,395,293
|
921,751
|
168,223
|
0.29%
|
|||||||
6
|
940,855,177
|
8,942,718
|
2,773,964
|
861,888
|
162,579
|
0.40%
|
|||||||
7
|
459,689,316
|
4,226,317
|
1,433,664
|
651,564
|
126,966
|
0.48%
|
|||||||
8
|
|||||||||||||
9
|
|||||||||||||
10
|
|||||||||||||
11
|
|||||||||||||
12
|
|||||||||||||
13
|
|||||||||||||
14
|
|||||||||||||
15
|
|||||||||||||
16
|
|||||||||||||
17
|
|||||||||||||
18
|
|||||||||||||
19
|
|||||||||||||
20
|
|||||||||||||
21
|
|||||||||||||
22
|
|||||||||||||
23
|
|||||||||||||
24
|
(1) |
“Cumulative Losses” equals the aggregate Principal Balance of Receivables that have been written-off through the applicable period as a percentage of the sum of
the original aggregate Principal Balance of the Receivables as of the closing date for the related securitized pool, and the sum of all additional Receivables sold into the trust for the related securitized pool through the
applicable period.
|
(2) |
“Prepayments” equals the aggregate Principal Balance of Receivables that were prepaid by the Obligor or that had an Upgrade Offer exercised through the applicable
period as a percentage of the sum of the original aggregate Principal Balance of the Receivables as of the closing date for the related securitized pool, and the sum of all additional Receivables sold into the trust for the
related securitized pool through the applicable period.
|
(3) |
“Upgrade Prepayments” equals the aggregate Principal Balance of Receivables that had an Upgrade Offer exercised through the applicable period as a percentage of
the sum of the original aggregate Principal Balance of the Receivables as of the closing date for the related securitized pool, and the sum of all additional Receivables sold into the trust for the related securitized pool through
the applicable period.
|
(4) |
As of the end of each month, the period of delinquency is calculated as the number of days after a bill’s due date with unpaid due charges on an account,
excluding accounts that have been written-off. Prior to August 2017, the due date associated with a bill was considered to be twenty-five (25) days after the date of the bill, and would mark the point at which delinquency begins.
Starting in August 2017, the due date associated with a bill was considered to be twenty-two (22) days after the date of the bill.
|
(5) |
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 as of the end of the applicable month.
|
Period
|
VZOT 2016-1
|
VZOT 2016-2
|
VZOT 2017-1
|
VZOT 2017-2
|
VZOT 2017-3
|
VZOT 2018-1
|
VZOT 2018-A
|
VZOT 2019-A
|
VZOT 2019-B
|
VZOT 2019-C
|
VZOT 2020-A
|
VZOT 2020-B
|
VZOT 2020-C
|
|||||||||||||
0
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.04%
|
0.05%
|
0.01%
|
0.00%
|
0.00%
|
0.00%
|
|||||||||||||
1
|
0.01%
|
0.01%
|
0.01%
|
0.01%
|
0.01%
|
0.01%
|
0.00%
|
0.08%
|
0.09%
|
0.02%
|
0.01%
|
0.00%
|
0.01%
|
|||||||||||||
2
|
0.13%
|
0.07%
|
0.09%
|
0.10%
|
0.11%
|
0.10%
|
0.11%
|
0.19%
|
0.22%
|
0.04%
|
0.17%
|
0.00%
|
0.12%
|
|||||||||||||
3
|
0.30%
|
0.21%
|
0.20%
|
0.23%
|
0.23%
|
0.25%
|
0.26%
|
0.39%
|
0.45%
|
0.16%
|
0.27%
|
0.08%
|
0.36%
|
|||||||||||||
4
|
0.49%
|
0.35%
|
0.33%
|
0.36%
|
0.37%
|
0.41%
|
0.43%
|
0.61%
|
0.66%
|
0.34%
|
0.37%
|
0.22%
|
0.61%
|
|||||||||||||
5
|
0.69%
|
0.48%
|
0.45%
|
0.50%
|
0.48%
|
0.56%
|
0.59%
|
0.82%
|
0.86%
|
0.53%
|
0.43%
|
0.36%
|
0.81%
|
|||||||||||||
6
|
0.84%
|
0.57%
|
0.57%
|
0.63%
|
0.60%
|
0.71%
|
0.75%
|
1.02%
|
1.04%
|
0.76%
|
0.48%
|
0.49%
|
0.94%
|
|||||||||||||
7
|
1.02%
|
0.66%
|
0.69%
|
0.71%
|
0.67%
|
0.81%
|
0.86%
|
1.18%
|
1.18%
|
0.81%
|
0.51%
|
0.64%
|
1.02%
|
|||||||||||||
8
|
1.14%
|
0.75%
|
0.79%
|
0.80%
|
0.76%
|
0.89%
|
0.96%
|
1.32%
|
1.31%
|
0.88%
|
0.54%
|
0.75%
|
1.05%
|
|||||||||||||
9
|
1.23%
|
0.82%
|
0.89%
|
0.87%
|
0.84%
|
1.01%
|
1.07%
|
1.45%
|
1.47%
|
0.91%
|
0.57%
|
0.82%
|
1.11%
|
|||||||||||||
10
|
1.28%
|
0.89%
|
0.95%
|
0.93%
|
0.91%
|
1.09%
|
1.17%
|
1.55%
|
1.48%
|
0.92%
|
0.70%
|
0.86%
|
||||||||||||||
11
|
1.32%
|
0.96%
|
1.02%
|
0.97%
|
0.99%
|
1.16%
|
1.27%
|
1.64%
|
1.50%
|
0.92%
|
0.84%
|
0.88%
|
||||||||||||||
12
|
1.36%
|
1.02%
|
1.06%
|
1.02%
|
1.04%
|
1.23%
|
1.35%
|
1.75%
|
1.49%
|
0.93%
|
0.95%
|
0.92%
|
||||||||||||||
13
|
1.39%
|
1.07%
|
1.11%
|
1.06%
|
1.08%
|
1.30%
|
1.43%
|
1.74%
|
1.47%
|
0.93%
|
1.06%
|
|||||||||||||||
14
|
1.43%
|
1.11%
|
1.13%
|
1.11%
|
1.15%
|
1.34%
|
1.50%
|
1.74%
|
1.44%
|
1.02%
|
1.14%
|
|||||||||||||||
15
|
1.46%
|
1.15%
|
1.17%
|
1.16%
|
1.20%
|
1.39%
|
1.55%
|
1.72%
|
1.42%
|
1.12%
|
1.19%
|
|||||||||||||||
16
|
1.50%
|
1.17%
|
1.20%
|
1.19%
|
1.24%
|
1.44%
|
1.61%
|
1.68%
|
1.40%
|
1.20%
|
1.21%
|
|||||||||||||||
17
|
1.53%
|
1.21%
|
1.24%
|
1.22%
|
1.29%
|
1.50%
|
1.68%
|
1.65%
|
1.46%
|
1.28%
|
1.20%
|
|||||||||||||||
18
|
1.53%
|
1.22%
|
1.27%
|
1.27%
|
1.34%
|
1.55%
|
1.67%
|
1.62%
|
1.53%
|
1.34%
|
1.21%
|
|||||||||||||||
19
|
1.55%
|
1.24%
|
1.29%
|
1.31%
|
1.38%
|
1.60%
|
1.67%
|
1.59%
|
1.58%
|
1.37%
|
||||||||||||||||
20
|
1.55%
|
1.26%
|
1.31%
|
1.34%
|
1.41%
|
1.65%
|
1.65%
|
1.64%
|
1.65%
|
1.38%
|
||||||||||||||||
21
|
1.57%
|
1.29%
|
1.35%
|
1.38%
|
1.46%
|
1.70%
|
1.63%
|
1.70%
|
1.69%
|
1.38%
|
||||||||||||||||
22
|
1.57%
|
1.32%
|
1.38%
|
1.43%
|
1.51%
|
1.74%
|
1.61%
|
1.75%
|
1.72%
|
1.38%
|
||||||||||||||||
23
|
1.59%
|
1.33%
|
1.42%
|
1.46%
|
1.56%
|
1.79%
|
1.60%
|
1.82%
|
1.73%
|
|||||||||||||||||
24
|
1.66%
|
1.40%
|
1.50%
|
1.54%
|
1.66%
|
1.91%
|
1.63%
|
1.92%
|
1.77%
|
|||||||||||||||||
25
|
1.73%
|
1.49%
|
1.59%
|
1.62%
|
1.76%
|
1.95%
|
1.72%
|
2.00%
|
1.82%
|
|||||||||||||||||
26
|
1.81%
|
1.56%
|
1.66%
|
1.71%
|
1.86%
|
2.01%
|
1.84%
|
2.05%
|
||||||||||||||||||
27
|
1.88%
|
1.63%
|
1.73%
|
1.80%
|
1.95%
|
2.04%
|
1.93%
|
2.09%
|
||||||||||||||||||
28
|
1.94%
|
1.70%
|
1.81%
|
1.88%
|
2.03%
|
2.07%
|
2.03%
|
2.13%
|
||||||||||||||||||
29
|
2.01%
|
1.77%
|
1.87%
|
1.96%
|
2.12%
|
2.09%
|
2.11%
|
|||||||||||||||||||
30
|
2.06%
|
1.82%
|
1.93%
|
2.02%
|
2.15%
|
2.11%
|
2.16%
|
|||||||||||||||||||
31
|
2.11%
|
1.86%
|
1.99%
|
2.08%
|
2.18%
|
2.13%
|
2.19%
|
|||||||||||||||||||
32
|
2.15%
|
1.90%
|
2.04%
|
2.12%
|
2.21%
|
2.18%
|
2.22%
|
|||||||||||||||||||
33
|
2.19%
|
1.93%
|
2.08%
|
2.17%
|
2.22%
|
2.24%
|
2.24%
|
|||||||||||||||||||
34
|
2.21%
|
1.97%
|
2.11%
|
2.19%
|
2.23%
|
2.27%
|
||||||||||||||||||||
35
|
2.23%
|
1.99%
|
2.14%
|
2.21%
|
2.24%
|
2.31%
|
||||||||||||||||||||
36
|
2.25%
|
2.02%
|
2.17%
|
2.22%
|
2.25%
|
2.34%
|
||||||||||||||||||||
37
|
2.27%
|
2.04%
|
2.18%
|
2.23%
|
2.27%
|
2.36%
|
||||||||||||||||||||
38
|
2.19%
|
2.37%
|
Period
|
VZOT 2016-1
|
VZOT 2016-2
|
VZOT 2017-1
|
VZOT 2017-2
|
VZOT 2017-3
|
VZOT 2018-1
|
VZOT 2018-A
|
VZOT 2019-A
|
VZOT 2019-B
|
VZOT 2019-C
|
VZOT 2020-A
|
VZOT 2020-B
|
VZOT 2020-C
|
|||||||||||||
0
|
1.06%
|
0.33%
|
0.29%
|
0.50%
|
0.81%
|
0.77%
|
0.73%
|
0.55%
|
0.43%
|
0.26%
|
0.51%
|
0.21%
|
0.92%
|
|||||||||||||
1
|
1.45%
|
0.49%
|
0.47%
|
0.83%
|
1.46%
|
1.14%
|
1.14%
|
0.82%
|
0.73%
|
0.69%
|
0.86%
|
0.61%
|
1.30%
|
|||||||||||||
2
|
1.86%
|
0.72%
|
0.66%
|
1.25%
|
2.04%
|
1.54%
|
1.58%
|
1.09%
|
1.14%
|
1.14%
|
1.13%
|
1.00%
|
1.72%
|
|||||||||||||
3
|
2.17%
|
1.04%
|
0.88%
|
1.77%
|
2.53%
|
1.92%
|
1.96%
|
1.37%
|
1.73%
|
1.55%
|
1.49%
|
1.50%
|
2.05%
|
|||||||||||||
4
|
2.57%
|
1.31%
|
1.11%
|
2.40%
|
3.17%
|
2.27%
|
2.50%
|
1.67%
|
2.17%
|
1.92%
|
1.80%
|
2.06%
|
2.57%
|
|||||||||||||
5
|
2.93%
|
1.59%
|
1.40%
|
3.22%
|
3.68%
|
2.75%
|
2.88%
|
2.06%
|
2.63%
|
2.37%
|
2.15%
|
2.57%
|
3.04%
|
|||||||||||||
6
|
3.26%
|
1.83%
|
1.79%
|
3.83%
|
4.12%
|
3.50%
|
3.21%
|
2.76%
|
3.03%
|
2.66%
|
2.48%
|
2.97%
|
3.38%
|
|||||||||||||
7
|
3.74%
|
2.13%
|
2.33%
|
4.28%
|
4.53%
|
3.96%
|
3.51%
|
3.21%
|
3.35%
|
3.07%
|
2.77%
|
3.61%
|
3.67%
|
|||||||||||||
8
|
4.24%
|
2.42%
|
3.12%
|
4.89%
|
4.88%
|
4.44%
|
3.80%
|
3.68%
|
3.76%
|
3.42%
|
3.07%
|
4.13%
|
3.95%
|
|||||||||||||
9
|
4.84%
|
2.83%
|
3.74%
|
5.34%
|
5.18%
|
4.84%
|
4.07%
|
4.07%
|
3.99%
|
3.79%
|
3.62%
|
4.50%
|
4.21%
|
|||||||||||||
10
|
5.20%
|
3.39%
|
4.20%
|
5.70%
|
5.53%
|
5.08%
|
4.36%
|
4.33%
|
4.33%
|
4.12%
|
4.22%
|
4.79%
|
||||||||||||||
11
|
5.55%
|
4.12%
|
4.73%
|
6.00%
|
6.00%
|
5.44%
|
4.86%
|
4.63%
|
4.59%
|
4.37%
|
4.63%
|
5.05%
|
||||||||||||||
12
|
5.83%
|
4.94%
|
5.09%
|
6.21%
|
6.27%
|
5.63%
|
5.14%
|
4.78%
|
4.85%
|
4.60%
|
4.89%
|
5.24%
|
||||||||||||||
13
|
6.10%
|
5.47%
|
5.40%
|
6.38%
|
6.54%
|
5.78%
|
5.43%
|
5.03%
|
5.08%
|
4.91%
|
5.31%
|
|||||||||||||||
14
|
6.44%
|
5.81%
|
5.67%
|
6.58%
|
6.74%
|
5.89%
|
5.63%
|
5.21%
|
5.24%
|
5.27%
|
5.61%
|
|||||||||||||||
15
|
6.79%
|
6.23%
|
5.88%
|
6.89%
|
6.84%
|
5.98%
|
5.74%
|
5.40%
|
5.37%
|
5.54%
|
5.80%
|
|||||||||||||||
16
|
7.23%
|
6.50%
|
6.04%
|
7.04%
|
7.04%
|
6.06%
|
5.90%
|
5.55%
|
5.58%
|
5.70%
|
5.93%
|
|||||||||||||||
17
|
7.49%
|
6.71%
|
6.22%
|
7.19%
|
7.10%
|
6.17%
|
5.93%
|
5.64%
|
5.82%
|
5.98%
|
6.04%
|
|||||||||||||||
18
|
7.61%
|
6.88%
|
6.51%
|
7.29%
|
7.14%
|
6.42%
|
6.04%
|
5.71%
|
5.98%
|
6.17%
|
6.10%
|
|||||||||||||||
19
|
7.82%
|
6.98%
|
6.63%
|
7.33%
|
7.14%
|
6.51%
|
6.10%
|
5.84%
|
6.06%
|
6.26%
|
||||||||||||||||
20
|
7.89%
|
7.04%
|
6.75%
|
7.45%
|
7.15%
|
6.62%
|
6.17%
|
6.01%
|
6.26%
|
6.32%
|
||||||||||||||||
21
|
7.95%
|
7.12%
|
6.81%
|
7.47%
|
7.15%
|
6.68%
|
6.25%
|
6.13%
|
6.38%
|
6.36%
|
||||||||||||||||
22
|
8.02%
|
7.29%
|
6.83%
|
7.48%
|
7.21%
|
6.72%
|
6.31%
|
6.21%
|
6.47%
|
6.39%
|
||||||||||||||||
23
|
8.08%
|
7.35%
|
6.96%
|
7.49%
|
7.40%
|
6.81%
|
6.37%
|
6.41%
|
6.53%
|
|||||||||||||||||
24
|
8.38%
|
7.67%
|
7.22%
|
7.71%
|
7.70%
|
7.02%
|
6.69%
|
6.76%
|
6.78%
|
|||||||||||||||||
25
|
8.72%
|
7.96%
|
7.44%
|
7.92%
|
8.00%
|
7.29%
|
7.03%
|
7.03%
|
7.00%
|
|||||||||||||||||
26
|
9.16%
|
8.20%
|
7.66%
|
8.18%
|
8.27%
|
7.52%
|
7.33%
|
7.25%
|
||||||||||||||||||
27
|
9.48%
|
8.49%
|
7.86%
|
8.54%
|
8.49%
|
7.76%
|
7.57%
|
7.48%
|
||||||||||||||||||
28
|
9.80%
|
8.72%
|
8.05%
|
8.80%
|
8.72%
|
7.97%
|
7.88%
|
7.68%
|
||||||||||||||||||
29
|
10.08%
|
8.91%
|
8.28%
|
9.06%
|
8.89%
|
8.15%
|
8.16%
|
|||||||||||||||||||
30
|
10.29%
|
9.09%
|
8.60%
|
9.28%
|
9.09%
|
8.32%
|
8.36%
|
|||||||||||||||||||
31
|
10.53%
|
9.25%
|
8.82%
|
9.44%
|
9.27%
|
8.54%
|
8.54%
|
|||||||||||||||||||
32
|
10.70%
|
9.40%
|
9.04%
|
9.61%
|
9.43%
|
8.78%
|
8.70%
|
|||||||||||||||||||
33
|
10.84%
|
9.56%
|
9.21%
|
9.72%
|
9.58%
|
8.96%
|
8.83%
|
|||||||||||||||||||
34
|
10.96%
|
9.76%
|
9.34%
|
9.86%
|
9.69%
|
9.09%
|
||||||||||||||||||||
35
|
11.05%
|
9.89%
|
9.46%
|
9.97%
|
9.78%
|
9.24%
|
||||||||||||||||||||
36
|
11.13%
|
10.02%
|
9.54%
|
10.06%
|
9.88%
|
9.36%
|
||||||||||||||||||||
37
|
11.21%
|
10.11%
|
9.62%
|
10.14%
|
9.97%
|
9.44%
|
||||||||||||||||||||
38
|
9.69%
|
9.51%
|
Period
|
VZOT 2016-1
|
VZOT 2016-2
|
VZOT 2017-1
|
VZOT 2017-2
|
VZOT 2017-3
|
VZOT 2018-1
|
VZOT 2018-A
|
VZOT 2019-A
|
VZOT 2019-B
|
VZOT 2019-C
|
VZOT 2020-A
|
VZOT 2020-B
|
VZOT 2020-C
|
|||||||||||||
0
|
0.03%
|
0.03%
|
0.01%
|
0.08%
|
0.27%
|
0.16%
|
0.22%
|
0.05%
|
0.02%
|
0.07%
|
0.02%
|
0.01%
|
0.05%
|
|||||||||||||
1
|
0.08%
|
0.04%
|
0.02%
|
0.14%
|
0.57%
|
0.22%
|
0.33%
|
0.07%
|
0.04%
|
0.15%
|
0.04%
|
0.02%
|
0.10%
|
|||||||||||||
2
|
0.14%
|
0.06%
|
0.03%
|
0.23%
|
0.76%
|
0.29%
|
0.43%
|
0.09%
|
0.11%
|
0.23%
|
0.05%
|
0.04%
|
0.14%
|
|||||||||||||
3
|
0.21%
|
0.08%
|
0.05%
|
0.39%
|
0.88%
|
0.35%
|
0.51%
|
0.11%
|
0.34%
|
0.30%
|
0.07%
|
0.16%
|
0.17%
|
|||||||||||||
4
|
0.32%
|
0.12%
|
0.07%
|
0.66%
|
1.06%
|
0.41%
|
0.61%
|
0.13%
|
0.47%
|
0.35%
|
0.09%
|
0.32%
|
0.22%
|
|||||||||||||
5
|
0.41%
|
0.17%
|
0.11%
|
1.11%
|
1.20%
|
0.57%
|
0.67%
|
0.24%
|
0.60%
|
0.40%
|
0.12%
|
0.42%
|
0.27%
|
|||||||||||||
6
|
0.49%
|
0.21%
|
0.24%
|
1.35%
|
1.31%
|
0.97%
|
0.74%
|
0.59%
|
0.71%
|
0.43%
|
0.14%
|
0.48%
|
0.31%
|
|||||||||||||
7
|
0.62%
|
0.27%
|
0.49%
|
1.49%
|
1.43%
|
1.17%
|
0.80%
|
0.77%
|
0.78%
|
0.48%
|
0.16%
|
0.58%
|
0.35%
|
|||||||||||||
8
|
0.88%
|
0.34%
|
0.97%
|
1.68%
|
1.52%
|
1.36%
|
0.85%
|
0.94%
|
0.83%
|
0.53%
|
0.19%
|
0.65%
|
0.39%
|
|||||||||||||
9
|
1.25%
|
0.44%
|
1.30%
|
1.81%
|
1.58%
|
1.50%
|
0.87%
|
1.06%
|
0.85%
|
0.58%
|
0.45%
|
0.69%
|
0.42%
|
|||||||||||||
10
|
1.41%
|
0.70%
|
1.48%
|
1.90%
|
1.68%
|
1.53%
|
0.92%
|
1.09%
|
0.88%
|
0.60%
|
0.73%
|
0.74%
|
||||||||||||||
11
|
1.52%
|
1.10%
|
1.65%
|
1.96%
|
1.90%
|
1.57%
|
1.13%
|
1.10%
|
0.89%
|
0.62%
|
0.83%
|
0.75%
|
||||||||||||||
12
|
1.59%
|
1.59%
|
1.74%
|
1.97%
|
1.98%
|
1.56%
|
1.20%
|
1.09%
|
0.89%
|
0.62%
|
0.86%
|
0.75%
|
||||||||||||||
13
|
1.63%
|
1.79%
|
1.80%
|
1.96%
|
2.05%
|
1.54%
|
1.26%
|
1.08%
|
0.88%
|
0.71%
|
0.90%
|
|||||||||||||||
14
|
1.73%
|
1.87%
|
1.84%
|
2.00%
|
2.08%
|
1.52%
|
1.28%
|
1.07%
|
0.86%
|
0.82%
|
0.91%
|
|||||||||||||||
15
|
1.85%
|
1.95%
|
1.84%
|
2.12%
|
2.06%
|
1.49%
|
1.28%
|
1.05%
|
0.85%
|
0.86%
|
0.90%
|
|||||||||||||||
16
|
2.05%
|
1.97%
|
1.83%
|
2.15%
|
2.05%
|
1.46%
|
1.26%
|
1.03%
|
0.91%
|
0.86%
|
0.90%
|
|||||||||||||||
17
|
2.12%
|
1.98%
|
1.84%
|
2.18%
|
2.01%
|
1.45%
|
1.24%
|
1.00%
|
0.98%
|
0.88%
|
0.88%
|
|||||||||||||||
18
|
2.13%
|
1.98%
|
1.94%
|
2.18%
|
1.98%
|
1.56%
|
1.22%
|
0.98%
|
1.00%
|
0.88%
|
0.86%
|
|||||||||||||||
19
|
2.16%
|
1.96%
|
1.96%
|
2.16%
|
1.94%
|
1.59%
|
1.20%
|
1.03%
|
0.99%
|
0.87%
|
||||||||||||||||
20
|
2.17%
|
1.93%
|
1.98%
|
2.15%
|
1.90%
|
1.61%
|
1.19%
|
1.09%
|
1.01%
|
0.86%
|
||||||||||||||||
21
|
2.18%
|
1.94%
|
1.98%
|
2.11%
|
1.86%
|
1.62%
|
1.17%
|
1.11%
|
1.00%
|
0.85%
|
||||||||||||||||
22
|
2.20%
|
2.03%
|
1.96%
|
2.08%
|
1.86%
|
1.60%
|
1.15%
|
1.11%
|
1.00%
|
0.84%
|
||||||||||||||||
23
|
2.20%
|
2.06%
|
1.97%
|
2.05%
|
1.96%
|
1.59%
|
1.13%
|
1.13%
|
0.99%
|
|||||||||||||||||
24
|
2.26%
|
2.15%
|
2.00%
|
2.08%
|
2.04%
|
1.62%
|
1.22%
|
1.16%
|
1.01%
|
|||||||||||||||||
25
|
2.35%
|
2.23%
|
2.04%
|
2.10%
|
2.12%
|
1.64%
|
1.32%
|
1.19%
|
1.03%
|
|||||||||||||||||
26
|
2.53%
|
2.28%
|
2.07%
|
2.15%
|
2.18%
|
1.67%
|
1.38%
|
1.21%
|
||||||||||||||||||
27
|
2.63%
|
2.33%
|
2.10%
|
2.30%
|
2.22%
|
1.69%
|
1.41%
|
1.23%
|
||||||||||||||||||
28
|
2.73%
|
2.37%
|
2.12%
|
2.38%
|
2.25%
|
1.71%
|
1.46%
|
1.25%
|
||||||||||||||||||
29
|
2.80%
|
2.40%
|
2.17%
|
2.44%
|
2.27%
|
1.73%
|
1.49%
|
|||||||||||||||||||
30
|
2.84%
|
2.43%
|
2.30%
|
2.49%
|
2.30%
|
1.74%
|
1.51%
|
|||||||||||||||||||
31
|
2.89%
|
2.46%
|
2.37%
|
2.52%
|
2.32%
|
1.81%
|
1.53%
|
|||||||||||||||||||
32
|
2.91%
|
2.47%
|
2.42%
|
2.54%
|
2.33%
|
1.88%
|
1.55%
|
|||||||||||||||||||
33
|
2.93%
|
2.50%
|
2.46%
|
2.56%
|
2.35%
|
1.91%
|
1.56%
|
|||||||||||||||||||
34
|
2.94%
|
2.56%
|
2.47%
|
2.57%
|
2.35%
|
1.93%
|
||||||||||||||||||||
35
|
2.95%
|
2.59%
|
2.49%
|
2.58%
|
2.36%
|
1.94%
|
||||||||||||||||||||
36
|
2.96%
|
2.61%
|
2.49%
|
2.58%
|
2.37%
|
1.95%
|
||||||||||||||||||||
37
|
2.96%
|
2.62%
|
2.50%
|
2.59%
|
2.38%
|
1.95%
|
||||||||||||||||||||
38
|
2.50%
|
1.96%
|
Period
|
VZOT 2016-1
|
VZOT 2016-2
|
VZOT 2017-1
|
VZOT 2017-2
|
VZOT 2017-3
|
VZOT 2018-1
|
VZOT 2018-A
|
VZOT 2019-A
|
VZOT 2019-B
|
VZOT 2019-C
|
VZOT 2020-A
|
VZOT 2020-B
|
VZOT 2020-C
|
|||||||||||||
0
|
0.25%
|
0.19%
|
0.18%
|
0.20%
|
0.25%
|
0.22%
|
0.32%
|
0.25%
|
0.36%
|
0.04%
|
0.28%
|
0.01%
|
0.48%
|
|||||||||||||
1
|
0.53%
|
0.41%
|
0.38%
|
0.45%
|
0.47%
|
0.49%
|
0.60%
|
0.57%
|
0.63%
|
0.28%
|
0.53%
|
0.18%
|
0.94%
|
|||||||||||||
2
|
0.70%
|
0.54%
|
0.44%
|
0.57%
|
0.60%
|
0.62%
|
0.77%
|
0.77%
|
0.83%
|
0.60%
|
0.78%
|
0.43%
|
1.13%
|
|||||||||||||
3
|
0.78%
|
0.54%
|
0.52%
|
0.65%
|
0.62%
|
0.72%
|
0.76%
|
0.91%
|
0.89%
|
0.76%
|
1.42%
|
0.60%
|
1.08%
|
|||||||||||||
4
|
0.84%
|
0.51%
|
0.63%
|
0.66%
|
0.58%
|
0.77%
|
0.69%
|
0.93%
|
0.89%
|
0.76%
|
1.70%
|
0.71%
|
0.87%
|
|||||||||||||
5
|
0.84%
|
0.50%
|
0.67%
|
0.68%
|
0.54%
|
0.81%
|
0.63%
|
0.96%
|
0.92%
|
0.75%
|
0.33%
|
0.73%
|
0.63%
|
|||||||||||||
6
|
0.83%
|
0.48%
|
0.70%
|
0.68%
|
0.58%
|
0.80%
|
0.65%
|
0.96%
|
0.91%
|
0.83%
|
0.23%
|
0.70%
|
0.55%
|
|||||||||||||
7
|
0.71%
|
0.50%
|
0.67%
|
0.65%
|
0.61%
|
0.81%
|
0.70%
|
0.92%
|
0.85%
|
1.44%
|
0.40%
|
0.57%
|
0.57%
|
|||||||||||||
8
|
0.59%
|
0.58%
|
0.69%
|
0.59%
|
0.67%
|
0.86%
|
0.79%
|
0.94%
|
0.81%
|
1.71%
|
0.81%
|
0.44%
|
0.75%
|
|||||||||||||
9
|
0.53%
|
0.62%
|
0.68%
|
0.53%
|
0.71%
|
0.83%
|
0.82%
|
0.91%
|
0.89%
|
0.34%
|
1.06%
|
0.42%
|
0.82%
|
|||||||||||||
10
|
0.50%
|
0.65%
|
0.65%
|
0.57%
|
0.76%
|
0.76%
|
0.86%
|
0.85%
|
1.54%
|
0.25%
|
1.16%
|
0.48%
|
||||||||||||||
11
|
0.52%
|
0.63%
|
0.59%
|
0.61%
|
0.77%
|
0.68%
|
0.88%
|
0.82%
|
1.81%
|
0.43%
|
1.08%
|
0.64%
|
||||||||||||||
12
|
0.61%
|
0.65%
|
0.54%
|
0.67%
|
0.78%
|
0.62%
|
0.87%
|
0.92%
|
0.34%
|
0.84%
|
0.99%
|
0.71%
|
||||||||||||||
13
|
0.67%
|
0.66%
|
0.57%
|
0.71%
|
0.85%
|
0.67%
|
0.90%
|
1.58%
|
0.26%
|
1.11%
|
0.79%
|
|||||||||||||||
14
|
0.72%
|
0.64%
|
0.61%
|
0.77%
|
0.82%
|
0.71%
|
0.89%
|
1.84%
|
0.45%
|
1.23%
|
0.56%
|
|||||||||||||||
15
|
0.70%
|
0.59%
|
0.66%
|
0.78%
|
0.77%
|
0.82%
|
0.83%
|
0.35%
|
0.89%
|
1.13%
|
0.49%
|
|||||||||||||||
16
|
0.70%
|
0.54%
|
0.71%
|
0.79%
|
0.69%
|
0.84%
|
0.80%
|
0.26%
|
1.17%
|
1.05%
|
0.53%
|
|||||||||||||||
17
|
0.69%
|
0.58%
|
0.76%
|
0.86%
|
0.64%
|
0.90%
|
0.90%
|
0.46%
|
1.31%
|
0.83%
|
0.70%
|
|||||||||||||||
18
|
0.67%
|
0.60%
|
0.77%
|
0.83%
|
0.68%
|
0.92%
|
1.55%
|
0.91%
|
1.21%
|
0.58%
|
0.78%
|
|||||||||||||||
19
|
0.61%
|
0.67%
|
0.80%
|
0.77%
|
0.72%
|
0.90%
|
1.83%
|
1.21%
|
1.11%
|
0.50%
|
||||||||||||||||
20
|
0.56%
|
0.71%
|
0.87%
|
0.70%
|
0.84%
|
0.93%
|
0.35%
|
1.33%
|
0.87%
|
0.53%
|
||||||||||||||||
21
|
0.59%
|
0.76%
|
0.84%
|
0.64%
|
0.86%
|
0.91%
|
0.27%
|
1.22%
|
0.61%
|
0.72%
|
||||||||||||||||
22
|
0.63%
|
0.77%
|
0.78%
|
0.69%
|
0.90%
|
0.85%
|
0.46%
|
1.11%
|
0.52%
|
0.80%
|
||||||||||||||||
23
|
0.69%
|
0.79%
|
0.69%
|
0.73%
|
0.92%
|
0.82%
|
0.89%
|
0.87%
|
0.56%
|
|||||||||||||||||
24
|
0.81%
|
0.95%
|
0.70%
|
0.90%
|
1.00%
|
1.01%
|
1.29%
|
0.67%
|
0.80%
|
|||||||||||||||||
25
|
0.93%
|
0.99%
|
0.78%
|
0.99%
|
1.12%
|
1.82%
|
1.54%
|
0.62%
|
0.95%
|
|||||||||||||||||
26
|
0.98%
|
0.96%
|
0.85%
|
1.08%
|
1.13%
|
2.24%
|
1.51%
|
0.67%
|
||||||||||||||||||
27
|
1.05%
|
0.88%
|
0.95%
|
1.10%
|
1.08%
|
0.45%
|
1.45%
|
0.89%
|
||||||||||||||||||
28
|
1.16%
|
0.81%
|
0.96%
|
1.10%
|
1.06%
|
0.32%
|
1.20%
|
1.00%
|
||||||||||||||||||
29
|
1.13%
|
0.80%
|
1.01%
|
1.15%
|
1.16%
|
0.53%
|
0.88%
|
|||||||||||||||||||
30
|
1.08%
|
0.82%
|
1.04%
|
1.16%
|
2.01%
|
1.08%
|
0.77%
|
|||||||||||||||||||
31
|
0.99%
|
0.92%
|
1.06%
|
1.11%
|
2.49%
|
1.52%
|
0.82%
|
|||||||||||||||||||
32
|
0.94%
|
0.95%
|
1.13%
|
1.11%
|
0.49%
|
1.72%
|
1.09%
|
|||||||||||||||||||
33
|
0.95%
|
1.02%
|
1.14%
|
1.25%
|
0.38%
|
1.68%
|
1.28%
|
|||||||||||||||||||
34
|
1.00%
|
1.10%
|
1.13%
|
2.20%
|
0.65%
|
1.70%
|
||||||||||||||||||||
35
|
1.14%
|
1.14%
|
1.16%
|
2.81%
|
1.38%
|
1.50%
|
||||||||||||||||||||
36
|
1.23%
|
1.26%
|
1.33%
|
0.59%
|
2.09%
|
1.13%
|
||||||||||||||||||||
37
|
1.43%
|
1.31%
|
2.37%
|
0.50%
|
2.53%
|
1.02%
|
||||||||||||||||||||
38
|
3.09%
|
1.11%
|
Notes(1) |
Initial Note Balance
|
Interest Rate
|
Accrual Method
|
Anticipated Redemption Date
|
Final
Maturity Date |
||||
Class A notes
|
$1,500,500,000
|
0.50%(2)
|
30/360
|
May 20, 2024
|
May 20, 2027
|
||||
Class B notes
|
$ 118,700,000
|
0.69%(2)
|
30/360
|
May 20, 2024
|
May 20, 2027
|
||||
Class C notes
|
$ 80,800,000
|
0.89%(2)
|
30/360
|
May 20, 2024
|
May 20, 2027
|
||||
Total
|
$1,700,000,000
|
You should rely only on the information contained in or incorporated by reference into this prospectus. Cellco has not authorized anyone
to give you different information. You should not rely on the accuracy of the information in this prospectus for any date other than as of the date stated on the front cover of this prospectus. Cellco is not offering the
Notes in any jurisdiction where their offer is not permitted.
Dealer prospectus delivery obligation. Until ninety (90) days following the date of this prospectus, all dealers that effect
transactions in these Notes, whether or not participating in the offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.
________________
Verizon ABS II LLC
Depositor Cellco Partnership d/b/a
Verizon Wireless
Sponsor and Servicer PROSPECTUS
________________
JOINT BOOKRUNNERS
RBC Capital Markets
BofA Securities
MUFG
TD Securities
CO-MANAGERS
CastleOak Securities, L.P.
Great Pacific Securities
Mischler Financial
Santander
SMBC Nikko
|
|
Verizon Master Trust
Series 2021-2 Asset-Backed Notes
$1,246,700,000
Class A 0.99%
Asset Backed Notes $76,300,000
Class B 1.28%
Asset Backed Notes $77,000,000
Class C 1.38%
Asset Backed Notes |