LIMITED LIABILITY COMPANY AGREEMENT OF VERIZON ABS LLCLimited Liability Company Agreement • May 2nd, 2018 • Verizon ABS LLC • Delaware
This Limited Liability Company Agreement (together with the schedules attached hereto, this "Agreement") of Verizon ABS LLC (the "Company"), is entered into by Cellco Partnership, as the sole equity member (the "Member"), and Lisa M. Pierro, 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.
VERIZON OWNER TRUST 20[_]-[_] $[___] ASSET BACKED NOTES VERIZON ABS LLC (DEPOSITOR) CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS (SPONSOR AND SERVICER) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • June 29th, 2018 • Verizon ABS LLC • Asset-backed securities • New York
FORM OF TRANSFER AND SERVICING AGREEMENT among VERIZON OWNER TRUST 20[__]-[__], as Issuer, VERIZON ABS LLC, as Depositor and CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, as Servicer, Marketing Agent and Custodian Dated as of [______], 20[__]Transfer and Servicing Agreement • July 27th, 2018 • Verizon ABS LLC • Asset-backed securities • New York
TRANSFER AND SERVICING AGREEMENT, dated as of [______], 20[__] (this “Agreement”), among VERIZON OWNER TRUST 20[__]-[__], a Delaware statutory trust, as issuer (the “Issuer”), VERIZON ABS 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”).
FORM OF AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • June 29th, 2018 • Verizon ABS LLC • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of [____], 20[__] (this "Agreement"), between VERIZON ABS LLC, a Delaware limited liability company, as depositor (the "Depositor"), and [______], a [______], not in its individual capacity but solely as trustee under this Agreement (the "Owner Trustee"), to establish Verizon Owner Trust 20[__]-[_] (the "Issuer").
FORM OF PARENT SUPPORT AGREEMENTParent Support Agreement • May 2nd, 2018 • Verizon ABS LLC • 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 LLC, a Delaware limited liability company (the "Depositor"), Verizon Owner Trust 20[__]-[_], a Delaware statutory trust (the "Issuer") and [____], as Indenture Trustee under the Indenture (the "Indenture Trustee") for the benefit of the Noteholders. The Depositor, the Issuer and the Indenture Trustee 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 Transfer and Servicing Agreement, dated as of [__] [__], 20[__], among the Issuer, the Depositor, and Cellco Partnership d/b/a Verizon Wireless ("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").
FORM OF MASTER TRUST RECEIVABLES TRANSFER AGREEMENT among VERIZON DPPA MASTER TRUST, as Transferor CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, as Servicer and VERIZON ABS LLC, as Depositor Dated as of [_____], 20[__]Master Trust Receivables Transfer Agreement • May 2nd, 2018 • Verizon ABS LLC • New York
MASTER TRUST RECEIVABLES TRANSFER AGREEMENT, dated as of [_____], 20[__] (this "Agreement"), among VERIZON DPPA MASTER TRUST, a Delaware statutory trust (the "Master Trust"), CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, a Delaware general partnership ("Cellco") and VERIZON ABS LLC, a Delaware limited liability company, as depositor (the "Depositor").
FORM OF ADMINISTRATION AGREEMENT between VERIZON OWNER TRUST 20[__]-[_], as Issuer, and CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, as Administrator Dated as of [____], 20[__]Administration Agreement • May 2nd, 2018 • Verizon ABS LLC • New York
ADMINISTRATION AGREEMENT, dated as of [____], 20[__] (this "Agreement"), between VERIZON OWNER TRUST 20[__]-[_], a Delaware statutory trust (the "Issuer"), and CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, a Delaware general partnership ("Cellco" or, in its capacity as the administrator, the "Administrator").
FORM OF INDENTURE between VERIZON OWNER TRUST 20[_]-[_], as Issuer and [_____], as Indenture Trustee and Note Paying AgentIndenture • July 27th, 2018 • Verizon ABS LLC • Asset-backed securities • New York
INDENTURE, dated as of [___], 20[_] (this “Indenture”), between VERIZON OWNER TRUST 20[_]-[_], a Delaware statutory trust, as issuer (the “Issuer”), and [_____], a [_____], as indenture trustee for the benefit of the Secured Parties (in such capacity, the “Indenture Trustee”), and as note paying agent (in such capacity, the “Note Paying Agent”).
FORM OF ACCOUNT CONTROL AGREEMENT among VERIZON OWNER TRUST 20[__]-[_], as Grantor [______], as Secured Party and [______], as Financial Institution Dated as of [__] [__], 20[__]Account Control Agreement • June 29th, 2018 • Verizon ABS LLC • Asset-backed securities • New York
ACCOUNT CONTROL AGREEMENT, dated as of [__] [__], 20[__] (this “Agreement”), among VERIZON OWNER TRUST 20[__]-[_], a Delaware statutory trust, as grantor (the “Grantor”), [______], a national banking association, as Indenture Trustee for the benefit of the Noteholders (in this capacity, the “Secured Party”), and [______], 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”).
ASSET REPRESENTATIONS REVIEW AGREEMENT among VERIZON OWNER TRUST 20[_]-[_], as Issuer CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, as Servicer and [___], as Asset Representations Reviewer Dated as of [___], 20[_]Asset Representations Review Agreement • June 29th, 2018 • Verizon ABS LLC • Asset-backed securities • New York
ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of [___], 20[_] (this “Agreement”), among VERIZON OWNER TRUST 20[_]-[_], a Delaware statutory trust, as issuer (the “Issuer”), CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, a Delaware general partnership (“Cellco”), as servicer (the “Servicer”), and [___], a [Delaware limited liability company], as asset representations reviewer (the “Asset Representations Reviewer”).
AMENDED AND RESTATED MARKETING AGENT AGENCY AGREEMENTMarketing Agent Agency Agreement • May 2nd, 2018 • Verizon ABS LLC • 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").
FORM OF ORIGINATOR RECEIVABLES TRANSFER AGREEMENTOriginator Receivables Transfer Agreement • May 2nd, 2018 • Verizon ABS LLC • New York
ORIGINATOR RECEIVABLES TRANSFER AGREEMENT, dated as of [_____], 20[__] (this "Agreement"), between THE VARIOUS ORIGINATORS FROM TIME TO TIME PARTY HERETO (each, an "Originator"), and VERIZON ABS LLC, a Delaware limited liability company, as depositor (the "Depositor").
