LIMITED LIABILITY COMPANY AGREEMENT OF VERIZON ABS II LLCLimited Liability Company Agreement • February 12th, 2021 • Verizon Master Trust • Delaware
This Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Verizon ABS II LLC (the “Company”), is entered into by Cellco Partnership d/b/a Verizon Wireless, as the sole equity member (the “Member”), and Ricardo Beausoleil, as the Independent Director (as defined on Schedule A hereto). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
INDENTURE between VERIZON MASTER TRUST, as Trust and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee and Note Paying Agent Dated as of January 18, 2024 SERIES 2024-2Verizon Master Trust • January 19th, 2024 • Asset-backed securities • New York
INDENTURE, dated as of January 18, 2024 (this “Indenture”), between VERIZON MASTER TRUST, a Delaware statutory trust, as issuer (the “Trust”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as indenture trustee for the benefit of the Series 2024-2 Secured Parties (in such capacity, the “Indenture Trustee”) and as note paying agent (in such capacity, the “Note Paying Agent”).
SERIES 2024-2 ACCOUNT CONTROL AGREEMENT among VERIZON MASTER TRUST, as Grantor U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Secured Party and U.S. BANK NATIONAL ASSOCIATION, as Financial Institution Dated as of January 18, 2024Control Agreement • January 19th, 2024 • Verizon Master Trust • Asset-backed securities • New York
This SERIES 2024-2 ACCOUNT CONTROL AGREEMENT, dated as of January 18, 2024 (this “Agreement”), is among VERIZON MASTER TRUST, a Delaware statutory trust, as grantor (the “Grantor”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Indenture Trustee for the benefit of the Noteholders (in this capacity, the “Secured Party”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as both a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC (in these capacities, the “Financial Institution”).
FORM OF SERIES 2022-7 ACCOUNT CONTROL AGREEMENT among VERIZON MASTER TRUST, as Grantor U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Secured Party and U.S. BANK NATIONAL ASSOCIATION, as Financial Institution Dated as of November 23, 2022Account Control Agreement • November 21st, 2022 • Verizon Master Trust • Asset-backed securities • New York
This SERIES 2022-7 ACCOUNT CONTROL AGREEMENT, dated as of November 23, 2022 (this “Agreement”), is among VERIZON MASTER TRUST, a Delaware statutory trust, as grantor (the “Grantor”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Indenture Trustee for the benefit of the Noteholders (in this capacity, the “Secured Party”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as both a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC (in these capacities, the “Financial Institution”).
VERIZON MASTER TRUST $1,164,850,000 SERIES 2024-1 ASSET BACKED NOTES UNDERWRITING AGREEMENTUnderwriting Agreement • January 11th, 2024 • Verizon Master Trust • Asset-backed securities
EU/UK RISK RETENTION AGREEMENTRisk Retention Agreement • May 25th, 2022 • Verizon Master Trust • Asset-backed securities • New York
AMENDED AND RESTATED ASSET REPRESENTATIONS REVIEW AGREEMENT among VERIZON MASTER TRUST, as Trust CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, as Servicer and PENTALPHA SURVEILLANCE LLC, as Asset Representations Reviewer Dated as of August 11, 2022Asset Representations Review Agreement • January 11th, 2024 • Verizon Master Trust • Asset-backed securities • New York
This AMENDED AND RESTATED ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of August 11, 2022 (this “Agreement”), among VERIZON MASTER TRUST, a Delaware statutory trust, as issuer (the “Trust”), CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, a Delaware general partnership (“Cellco”), as servicer (the “Servicer”), and PENTALPHA SURVEILLANCE LLC, a Delaware limited liability company, as asset representations reviewer (the “Asset Representations Reviewer”), fully amends and restates, as of the date hereof, that certain Asset Representations Review Agreement, dated as of May 25, 2021, among the Trust, the Servicer and the Asset Representations Reviewer.
FORM OF SERIES 2024-1 ACCOUNT CONTROL AGREEMENT among VERIZON MASTER TRUST, as Grantor U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Secured Party and U.S. BANK NATIONAL ASSOCIATION, as Financial Institution Dated as of January 18, 2024Account Control Agreement • January 11th, 2024 • Verizon Master Trust • Asset-backed securities • New York
This SERIES 2024-1 ACCOUNT CONTROL AGREEMENT, dated as of January 18, 2024 (this “Agreement”), is among VERIZON MASTER TRUST, a Delaware statutory trust, as grantor (the “Grantor”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Indenture Trustee for the benefit of the Noteholders (in this capacity, the “Secured Party”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as both a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC (in these capacities, the “Financial Institution”).
VERIZON MASTER TRUST $396,050,000 SERIES 2023-5 ASSET BACKED NOTES UNDERWRITING AGREEMENTVerizon Master Trust • September 14th, 2023 • Verizon Master Trust • Asset-backed securities • New York
AMENDED AND RESTATED TRUST AGREEMENT between VERIZON ABS II LLC, as Depositor and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee for VERIZON MASTER TRUST Dated as of May 25, 2021Trust Agreement • May 25th, 2021 • Verizon Master Trust • Asset-backed securities • Delaware
THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of May 25, 2021 (this “Agreement”), is between VERIZON ABS II LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as trustee under this Agreement (the “Owner Trustee”), to establish Verizon Master Trust (the “Trust”).
VERIZON MASTER TRUST $931,880,000 SERIES 2023-1 ASSET BACKED NOTES UNDERWRITING AGREEMENTVerizon Master Trust • January 24th, 2023 • Asset-backed securities • New York
ISDA®2002 Master Agreement • April 5th, 2021 • Verizon Master Trust • Asset-backed securities • New York
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this “Master Agreement”.
ADMINISTRATION AGREEMENT between VERIZON MASTER TRUST, as Trust, and CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, as Administrator Dated as of May 25, 2021Administration Agreement • May 25th, 2021 • Verizon Master Trust • Asset-backed securities • New York
ADMINISTRATION AGREEMENT, dated as of May 25, 2021 (this “Agreement”), between VERIZON MASTER TRUST, a Delaware statutory trust (the “Trust”), and CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, a Delaware general partnership (“Cellco” or, in its capacity as administrator, the “Administrator”).
TRANSFER AND SERVICING AGREEMENT among VERIZON MASTER TRUST, as Trust, VERIZON ABS II LLC, as Depositor and CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, as Servicer, Marketing Agent and Custodian Dated as of May 25, 2021Transfer and Servicing Agreement • May 25th, 2021 • Verizon Master Trust • Asset-backed securities • New York
THIS TRANSFER AND SERVICING AGREEMENT, dated as of May 25, 2021 (this “Agreement”), is among VERIZON MASTER TRUST, a Delaware statutory trust (the “Trust”), VERIZON ABS II LLC, a Delaware limited liability company, as depositor (the “Depositor”), and Cellco Partnership d/b/a Verizon Wireless, a Delaware general partnership (“Cellco”), as servicer (in such capacity, the “Servicer”), as marketing agent (in such capacity, the “Marketing Agent”) and as custodian (in such capacity, the “Custodian”).
INDENTURE between VERIZON MASTER TRUST, as Trust and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee and Note Paying Agent Dated as of November 4, 2021 SERIES 2021-2Verizon Master Trust • November 4th, 2021 • Asset-backed securities • New York
INDENTURE, dated as of November 4, 2021 (this “Indenture”), between VERIZON MASTER TRUST, a Delaware statutory trust, as issuer (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee for the benefit of the Series 2021-2 Secured Parties (in such capacity, the “Indenture Trustee”) and as note paying agent (in such capacity, the “Note Paying Agent”).
EU/UK RISK RETENTION AGREEMENTRisk Retention Agreement • August 11th, 2022 • Verizon Master Trust • Asset-backed securities • New York
MASTER COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT among VERIZON MASTER TRUST, as Trust, U.S. BANK NATIONAL ASSOCIATION, as Master Collateral Agent, CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS, as Servicer and each Creditor Representative from time to...Master Collateral Agency and Intercreditor Agreement • May 25th, 2021 • Verizon Master Trust • Asset-backed securities • New York
THIS MASTER COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of May 25, 2021 (this “Agreement”), is among (i) VERIZON MASTER TRUST, a Delaware statutory trust (the “Trust”), (ii) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Master Collateral Agent, (iii) CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS, as Servicer and (iv) each Creditor Representative from time to time party hereto.
FORM OF ADDITIONAL TRANSFEROR RECEIVABLES TRANSFER AGREEMENT among VERIZON DPPA MASTER TRUST, as Additional Transferor CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, as Servicer and VERIZON ABS II LLC, as Depositor Dated as of May 25, 2021Verizon Master Trust • May 20th, 2021 • Asset-backed securities • New York
ADDITIONAL TRANSFEROR RECEIVABLES TRANSFER AGREEMENT, dated as of May 25, 2021 (this “Agreement”), among VERIZON DPPA MASTER TRUST, a Delaware statutory trust (the “Additional Transferor”), CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, a Delaware general partnership (“Cellco”), as servicer (in such capacity, the “Servicer”) and VERIZON ABS II LLC, a Delaware limited liability company, as depositor (the “Depositor”).
PARENT SUPPORT AGREEMENTParent Support Agreement • May 25th, 2021 • Verizon Master Trust • Asset-backed securities • New York
This PARENT SUPPORT AGREEMENT (this “Agreement”) is executed as of May 25, 2021, by VERIZON COMMUNICATIONS INC., a Delaware corporation (the “Parent Support Provider”) in favor of Verizon ABS II LLC, a Delaware limited liability company (the “Depositor”), Verizon Master Trust, a Delaware statutory trust (the “Trust”) and U.S. Bank National Association, as Master Collateral Agent under the Master Collateral Agreement (as defined below) (the “Master Collateral Agent”) for the benefit of the Secured Parties. The Depositor, the Trust and the Master Collateral Agent are collectively referred to as the “Beneficiaries,” and each individually a “Beneficiary.” Capitalized terms used but not defined in this Agreement are defined in Appendix A to the Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021, among the Trust, the Master Collateral Agent, Cellco Partnership d/b/a Verizon Wireless, as servicer (in such capacity, the “Servicer”) and the Creditor Representatives f
ACCOUNT CONTROL AGREEMENT among VERIZON MASTER TRUST, as Grantor U.S. BANK NATIONAL ASSOCIATION, as Secured Party and U.S. BANK NATIONAL ASSOCIATION, as Financial Institution Dated as of May 25, 2021Control Agreement • May 25th, 2021 • Verizon Master Trust • Asset-backed securities • New York
THIS ACCOUNT CONTROL AGREEMENT, dated as of May 25, 2021 (this “Agreement”), is among VERIZON MASTER TRUST, a Delaware statutory trust, as grantor (the “Grantor”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Master Collateral Agent for the benefit of the Secured Parties (in this capacity, the “Secured Party”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as both a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC (in these capacities, the “Financial Institution”).
MASTER COLLATERAL AGENCY AND INTERCREDITOR AGREEMENTTransfer and Servicing Agreement • November 4th, 2021 • Verizon Master Trust • Asset-backed securities • New York
THIS MASTER COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of May 25, 2021, as amended (this “Agreement”), is among (i) VERIZON MASTER TRUST, a Delaware statutory trust (the “Trust”), (ii) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Master Collateral Agent, (iii) CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS, as Servicer and (iv) each Creditor Representative from time to time party hereto.
EU/UK RISK RETENTION AGREEMENTRisk Retention Agreement • January 25th, 2022 • Verizon Master Trust • Asset-backed securities • New York
FORM OF PARENT SUPPORT AGREEMENTForm of Parent Support Agreement • April 5th, 2021 • Verizon Master Trust • Asset-backed securities • New York
This PARENT SUPPORT AGREEMENT (this “Agreement”) is executed as of [____], 20[_], by VERIZON COMMUNICATIONS INC., a Delaware corporation (the “Parent Support Provider”) in favor of Verizon ABS II LLC, a Delaware limited liability company (the “Depositor”), Verizon Master Trust, a Delaware statutory trust (the “Trust”) and [___], as Master Collateral Agent under the Master Collateral Agreement (as defined below) (the “Master Collateral Agent”) for the benefit of the Secured Parties. The Depositor, the Trust and the Master Collateral Agent are collectively referred to as the “Beneficiaries,” and each individually a “Beneficiary.” Capitalized terms used but not defined in this Agreement are defined in Appendix A to the Master Collateral Agency and Intercreditor Agreement, dated as of [_____], 20[_], among the Trust, the Master Collateral Agent, Cellco Partnership d/b/a Verizon Wireless, as servicer (in such capacity, the “Servicer”) and the Creditor Representatives from time to time party
ASSET REPRESENTATIONS REVIEW AGREEMENT among VERIZON MASTER TRUST, as Trust CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, as Servicer and [___], as Asset Representations Reviewer Dated as of [___], 20[_]Asset Representations Review Agreement • April 5th, 2021 • Verizon Master Trust • Asset-backed securities • New York
ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of [___], 20[_] (this “Agreement”), among VERIZON MASTER TRUST, a Delaware statutory trust, as issuer (the “Trust”), CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, a Delaware general partnership (“Cellco”), as servicer (the “Servicer”), and [___], a [___], as asset representations reviewer (the “Asset Representations Reviewer”).
FORM OF SERIES 2021-2 ACCOUNT CONTROL AGREEMENT among VERIZON MASTER TRUST, as Grantor U.S. BANK NATIONAL ASSOCIATION, as Secured Party and U.S. BANK NATIONAL ASSOCIATION, as Financial Institution Dated as of November 4, 2021Control Agreement • November 1st, 2021 • Verizon Master Trust • Asset-backed securities • New York
This SERIES 2021-2 ACCOUNT CONTROL AGREEMENT, dated as of November 4, 2021 (this “Agreement”), is among VERIZON MASTER TRUST, a Delaware statutory trust, as grantor (the “Grantor”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Indenture Trustee for the benefit of the Noteholders (in this capacity, the “Secured Party”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as both a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC (in these capacities, the “Financial Institution”).
FORM OF ORIGINATOR RECEIVABLES TRANSFER AGREEMENT between THE VARIOUS ORIGINATORS FROM TIME TO TIME PARTY HERETO, as Originators and VERIZON ABS II LLC, as Depositor Dated as of May 25, 2021Transfer Agreement • May 20th, 2021 • Verizon Master Trust • Asset-backed securities • New York
THIS ORIGINATOR RECEIVABLES TRANSFER AGREEMENT, dated as of May 25, 2021 (this “Agreement”), is between THE VARIOUS ORIGINATORS FROM TIME TO TIME PARTY HERETO (each, an “Originator”), and VERIZON ABS II LLC, a Delaware limited liability company, as depositor (the “Depositor”).
FORM OF EU/UK RISK RETENTION AGREEMENTRisk Retention Agreement • April 1st, 2024 • Verizon Master Trust • Asset-backed securities • New York
VERIZON MASTER TRUST AMENDMENT NO. 2Additional Transferor Receivables Transfer Agreement • December 22nd, 2023 • Verizon Master Trust • Asset-backed securities
This AMENDMENT NO. 2, dated as of December 22, 2023 (this “Amendment”), is to the ADDITIONAL TRANSFEROR RECEIVABLES TRANSFER AGREEMENT, originally dated as of May 25, 2021, as amended (the “Additional Transferor Receivables Transfer Agreement”), by and among VERIZON DPPA MASTER TRUST, as additional transferor (the “Additional Transferor”), CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS (“Cellco”), as servicer (in such capacity, the “Servicer”), and VERIZON ABS II LLC, as depositor (the “Depositor”).
FORM OF MASTER COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT among VERIZON MASTER TRUST, as Trust, [___], as Master Collateral Agent, CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS, as Servicer and each Creditor Representative from time to time party...Form of Master Collateral Agency and Intercreditor Agreement • April 5th, 2021 • Verizon Master Trust • Asset-backed securities • New York
THIS MASTER COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of [___], 20[_] (this “Agreement”), is among (i) VERIZON MASTER TRUST, a Delaware statutory trust (the “Trust”), (ii) [___], a [___], as Master Collateral Agent, (iii) CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS, as Servicer and (iv) each Creditor Representative from time to time party hereto.
FORM OF INDENTURE between VERIZON MASTER TRUST, as Trust and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee and Note Paying Agent Dated as of April 23, 2024 SERIES 2024-3Verizon Master Trust • April 18th, 2024 • Asset-backed securities • New York
INDENTURE, dated as of April 23, 2024 (this “Indenture”), between VERIZON MASTER TRUST, a Delaware statutory trust, as issuer (the “Trust”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as indenture trustee for the benefit of the Series 2024-3 Secured Parties (in such capacity, the “Indenture Trustee”) and as note paying agent (in such capacity, the “Note Paying Agent”).
ADDITIONAL TRANSFEROR RECEIVABLES TRANSFER AGREEMENT among VERIZON DPPA MASTER TRUST, as Additional Transferor CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, as Servicer and VERIZON ABS II LLC, as Depositor Dated as of May 25, 2021Receivables Transfer Agreement • May 25th, 2021 • Verizon Master Trust • Asset-backed securities • New York
ADDITIONAL TRANSFEROR RECEIVABLES TRANSFER AGREEMENT, dated as of May 25, 2021 (this “Agreement”), among VERIZON DPPA MASTER TRUST, a Delaware statutory trust (the “Additional Transferor”), CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, a Delaware general partnership (“Cellco”), as servicer (in such capacity, the “Servicer”) and VERIZON ABS II LLC, a Delaware limited liability company, as depositor (the “Depositor”).
875,000,000 SERIES 2024-3 ASSET BACKED NOTES UNDERWRITING AGREEMENTUnderwriting Agreement • April 18th, 2024 • Verizon Master Trust • Asset-backed securities • New York
FORM OF SERIES [_]-[_] ACCOUNT CONTROL AGREEMENT among VERIZON MASTER TRUST, as Grantor [_], as Secured Party and [_], as Financial Institution Dated as of [_], 20[_]Account Control Agreement • April 5th, 2021 • Verizon Master Trust • Asset-backed securities • New York
This SERIES [_]-[_] ACCOUNT CONTROL AGREEMENT, dated as of [_], 20[_] (this “Agreement”), is among VERIZON MASTER TRUST, a Delaware statutory trust, as grantor (the “Grantor”), [_], a [___], not in its individual capacity but solely as [Master Collateral Agent][Indenture Trustee] for the benefit of the [Lenders][Noteholders] (in this capacity, the “Secured Party”), and [_], a [___], in its capacity as both a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC (in these capacities, the “Financial Institution”).
VERIZON MASTER TRUST $[___] SERIES [_]-[_] ASSET BACKED NOTES FORM OF UNDERWRITING AGREEMENTMaster Trust • April 5th, 2021 • Verizon Master Trust • Asset-backed securities • New York
AMENDED AND RESTATED MARKETING AGENT AGENCY AGREEMENTAgreement • April 5th, 2021 • Verizon Master Trust • Asset-backed securities • New York
THIS AGREEMENT (the “Agreement”) is made effective as of September 27, 2016 (the “Effective Date”) among Cellco Partnership d/b/a Verizon Wireless, a Delaware general partnership (“Cellco”), as marketing agent (the “Marketing Agent”), the various subsidiaries and affiliates of Cellco listed on Schedule I hereto that originate device payment plan agreements (collectively, with Cellco, the “Verizon Originators”) and Cellco, as the servicer of the Receivables (as defined below) (the “Servicer”).
