VERIZON OWNER TRUST 2019-A $1,122,300,000 ASSET BACKED NOTES VERIZON ABS LLC (DEPOSITOR) CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS (SPONSOR AND SERVICER) UNDERWRITING AGREEMENTUnderwriting Agreement • March 7th, 2019 • Verizon Owner Trust 2019-A • Asset-backed securities • New York
TRANSFER AND SERVICING AGREEMENT among VERIZON OWNER TRUST 2019-A, as Issuer, VERIZON ABS LLC, as Depositor and CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, as Servicer, Marketing Agent and Custodian Dated as of March 13, 2019Transfer and Servicing Agreement • March 13th, 2019 • Verizon Owner Trust 2019-A • Asset-backed securities • New York
TRANSFER AND SERVICING AGREEMENT, dated as of March 13, 2019 (this “Agreement”), among VERIZON OWNER TRUST 2019-A, 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”).
AMENDED AND RESTATED TRUST AGREEMENT between VERIZON ABS LLC, as Depositor and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee for VERIZON OWNER TRUST 2019-A Dated as of March 13, 2019Trust Agreement • March 13th, 2019 • Verizon Owner Trust 2019-A • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 13, 2019 (this “Agreement”), between VERIZON ABS 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 Owner Trust 2019-A (the “Issuer”).
PARENT SUPPORT AGREEMENTParent Support Agreement • March 13th, 2019 • Verizon Owner Trust 2019-A • Asset-backed securities • New York
This PARENT SUPPORT AGREEMENT (this “Agreement”) is executed as of March 13, 2019, 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 2019-A, a Delaware statutory trust (the “Issuer”) and U.S. Bank National Association, 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 March 13, 2019, 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
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 March 13, 2019Master Trust Receivables Transfer Agreement • March 13th, 2019 • Verizon Owner Trust 2019-A • Asset-backed securities • New York
MASTER TRUST RECEIVABLES TRANSFER AGREEMENT, dated as of March 13, 2019 (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”).
ADMINISTRATION AGREEMENT between VERIZON OWNER TRUST 2019-A, as Issuer, and CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, as Administrator Dated as of March 13, 2019Administration Agreement • March 13th, 2019 • Verizon Owner Trust 2019-A • Asset-backed securities • New York
ADMINISTRATION AGREEMENT, dated as of March 13, 2019 (this “Agreement”), between VERIZON OWNER TRUST 2019-A, 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”).
VERIZON OWNER TRUST 2019-A OMNIBUS AMENDMENT NO. 1 dated as of August 19, 2019 toOmnibus Amendment • August 19th, 2019 • Verizon Owner Trust 2019-A • Asset-backed securities • New York
International Swaps and Derivatives Association, Inc. dated as of March 8, 2019 MIZUHO CAPITAL MARKETS LLC and VERIZON OWNER TRUST 2019-A2002 Master Agreement • March 13th, 2019 • Verizon Owner Trust 2019-A • 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”.
ACCOUNT CONTROL AGREEMENT among VERIZON OWNER TRUST 2019-A, as Grantor U.S. BANK NATIONAL ASSOCIATION, as Secured Party and U.S. BANK NATIONAL ASSOCIATION, as Financial Institution Dated as of March 13, 2019Account Control Agreement • March 13th, 2019 • Verizon Owner Trust 2019-A • Asset-backed securities • New York
ACCOUNT CONTROL AGREEMENT, dated as of March 13, 2019 (this “Agreement”), among VERIZON OWNER TRUST 2019-A, 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”).
ORIGINATOR RECEIVABLES TRANSFER AGREEMENT between THE VARIOUS ORIGINATORS FROM TIME TO TIME PARTY HERETO, as Originators and VERIZON ABS LLC, as Depositor Dated as of March 13, 2019Originator Receivables Transfer Agreement • March 13th, 2019 • Verizon Owner Trust 2019-A • Asset-backed securities • New York
ORIGINATOR RECEIVABLES TRANSFER AGREEMENT, dated as of March 13, 2019 (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”).
INDENTURE between VERIZON OWNER TRUST 2019-A, as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee and Note Paying Agent Dated as of March 13, 2019Indenture • March 13th, 2019 • Verizon Owner Trust 2019-A • Asset-backed securities • New York
INDENTURE, dated as of March 13, 2019 (this “Indenture”), between VERIZON OWNER TRUST 2019-A, a Delaware statutory trust, as issuer (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, 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”).
