PARENT SUPPORT AGREEMENT
Exhibit 10.8
Execution Version
Execution Version
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 from time to time party thereto (the “Master Collateral Agreement”). Appendix A also contains
usage rules that apply to this Agreement. Appendix A is incorporated by reference into this Agreement.
PRELIMINARY STATEMENTS
A. Pursuant to (i) the Originator Receivables Transfer Agreement, dated as of May 25, 2021
(the “Originator Receivables Transfer Agreement”) among the Depositor and the various originators from time to time party thereto (the “Originators”), the Originators will transfer and absolutely assign to the Depositor a revolving
pool of Receivables and related assets from time to time, and (ii) each Additional Transferor Receivables Transfer Agreement (each, an “Additional Transferor Receivables Transfer Agreement”), if any, among an Additional Transferor, the
Servicer and the Depositor, each Additional Transferor will transfer and absolutely assign to the Depositor a revolving pool of Receivables and related assets from time to time.
B. The Trust, the Depositor and Cellco Partnership d/b/a Verizon Wireless, as Servicer,
marketing agent (in such capacity, the “Marketing Agent”) and custodian (in such capacity, the “Custodian”), are parties to that certain Transfer and Servicing Agreement, dated as of May 25, 2021 (the “Transfer and Servicing
Agreement”), pursuant to which the Depositor will transfer and absolutely assign to the Trust a revolving pool of Receivables and related assets from time to time and under which each of the Servicer, the Marketing Agent and the Custodian
will have certain obligations to the Trust.
C. Under the Originator Receivables Transfer Agreement, to the extent (i) an Originator
breaches the Group Eligibility Representation with respect to one or more Receivables designated to such Group (it being understood and agreed that any inaccuracy in a Group Eligibility Representation will be deemed not to constitute a breach of
such Group Eligibility Representation if such inaccuracy does not affect the ability of the Trust to receive and retain payment in full on such Receivable on the terms and conditions and within the timeframe set forth in the underlying device
payment plan agreement), (ii) such breach has a material adverse effect on the Credit Extensions related to the Group to which such Receivables have been designated and (iii) such breach is not cured in all material respects by the end of the
applicable grace period set forth in Section 3.4(b) of the Originator Receivables Transfer
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Agreement, such Originator that has breached the related Group Eligibility Representation is required to reacquire all affected Receivables by remitting the Reconveyance Amount for the
related Receivables to the Collection Account, as set forth in Section 3.4(b) of the Originator Receivables Transfer Agreement (such reacquisition is referred to herein as the “Originator Reacquisition Obligation”).
D. Under the Originator Receivables Transfer Agreement, if a Receivable transferred by an
Originator to the Depositor becomes a Bankruptcy Surrendered Receivable, the related Originator is required to reacquire any such Receivable from the Trust by remitting the Reconveyance Amount for the related Bankruptcy Surrendered Receivables to
the Collection Account, as set forth in Section 4.6 of the Originator Receivables Transfer Agreement (such reacquisition obligation (subject to the limit set forth in Section 4.6 of the Originator Receivables Transfer Agreement) is referred to
herein as the “Originator Bankruptcy Reacquisition Obligation”).
E. Under each Additional Transferor Receivables Transfer Agreement, if any, to the extent
(i) the Servicer breaches the Group Eligibility Representation with respect to one or more Receivables designated to such Group (it being understood and agreed that any inaccuracy in a Group Eligibility Representation will be deemed not to
constitute a breach of such Group Eligibility Representation if such inaccuracy does not affect the ability of the Trust to receive and retain payment in full on such Receivable on the terms and conditions and within the timeframe set forth in the
underlying device payment plan agreement), (ii) such breach has a material adverse effect on the Credit Extensions related to the Group to which such Receivables have been designated and (iii) such breach is not cured in all material respects by
the end of the applicable grace period set forth in Section 3.4(b) of the applicable Additional Transferor Receivables Transfer Agreement, the Servicer is required to acquire all affected Receivables by remitting the Reconveyance Amount for the
related Receivables to the Collection Account, as set forth in Section 3.4(b) of each such Additional Transferor Receivables Transfer Agreement, if any (such acquisition is referred to herein as the “Servicer Additional Transferor Acquisition
Obligation”).
F. Under each Additional Transferor Receivables Transfer Agreement, if any, if a Receivable
transferred by an Additional Transferor to the Depositor becomes a Bankruptcy Surrendered Receivable, the Servicer is required to acquire any such Receivable from the Trust by remitting the Reconveyance Amount for the related Bankruptcy Surrendered
Receivables to the Collection Account, as set forth in Section 3.5 of each Additional Transferor Receivables Transfer Agreement and Section 2.6 of the Transfer and Servicing Agreement (such acquisition obligation (subject to the limit set forth in
Section 3.5 of each Additional Transferor Receivables Transfer Agreement) is referred to herein as the “Servicer Bankruptcy Acquisition Obligation”).
G. Pursuant to the terms of the Transfer and Servicing Agreement, the Depositor will
transfer and absolutely assign to the Trust, among other things, (i) the Depositor’s rights to the Eligibility Representations made by each Originator under the Originator Receivables Transfer Agreement and by the Servicer under each Additional
Transferor Receivables Transfer Agreement and (ii) the Depositor’s right to enforce each Originator’s Originator Reacquisition Obligation and Originator Bankruptcy Reacquisition Obligation and the Servicer’s Servicer Additional Transferor
Acquisition Obligation and Servicer Bankruptcy Acquisition Obligation.
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H. Under the Transfer and Servicing Agreement to the extent (i) the Servicer breaches the
Group Eligibility Representation made on a Designation Date with respect to one or more Receivables designated to such Group on such Designation Date (it being understood and agreed that any inaccuracy in a Group Eligibility Representation will be
deemed not to constitute a breach of such Group Eligibility Representation if such inaccuracy does not affect the ability of the Trust to receive and retain payment in full on such Receivable on the terms and conditions and within the timeframe set
forth in the underlying device payment plan agreement), (ii) such breach has a material adverse effect on the Credit Extensions related to the Group to which such Receivables have been designated and (iii) such breach is not cured in all material
respects by the end of the applicable grace period set forth in Section 2.7 of the Transfer and Servicing Agreement, the Servicer is required to acquire all affected Receivables by remitting the Reconveyance Amount for the related Receivables to
the Collection Account, as set forth in Section 2.5(b) of the Transfer and Servicing Agreement (such acquisition is referred to herein as the “Servicer Designation Date Acquisition Obligation”).
I. Under the Transfer and Servicing Agreement, the Servicer is required to deposit all
Collections for any Collection Period into the Collection Account, as specified in Section 4.3(b) of the Transfer and Servicing Agreement (such deposit obligation is referred to herein as the “Servicer Deposit Obligation”).
J. Under the Transfer and Servicing Agreement, to the extent that the Servicer breaches
certain covenants made by it under Sections 3.2(b), 3.2(c) or 3.2(d) of the Transfer and Servicing Agreement, the Servicer is required to acquire all affected Receivables from the Trust by remitting the related Reconveyance Amount for the related
Receivables to the Collection Account, as set forth in Section 3.3(d) of the Transfer and Servicing Agreement (such acquisition is referred to herein as the “Servicer Acquisition Obligation”).
K. Under the Transfer and Servicing Agreement, the Marketing Agent is required, as set
forth in Section 3.11(b) of the Transfer and Servicing Agreement, to remit, or cause the related Originators to remit, to the Collection Account the amounts set forth in Sections 4.3(g), 4.3(h) and 4.3(i) of the Transfer and Servicing Agreement, as
applicable (such remittance obligation is referred to herein as the “Marketing Agent Remittance Obligation”).
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parent Support Provider agrees as follows:
Section 1. Undertaking.
(a) For value received by it and its Affiliates, the Parent Support Provider hereby
absolutely, unconditionally and irrevocably assures and undertakes for the benefit of each of the Beneficiaries the due and punctual remittance by any Originator, the Servicer (for as long as the Servicer is Cellco or an Affiliate of Cellco) and
the Marketing Agent (for as long as the Marketing Agent is Cellco or an Affiliate of Cellco) (referred to collectively as the “Covered Entities” and each, a “Covered Entity”), as applicable, of (i) the Reconveyance Amount by each
Originator in respect of the Originator Reacquisition Obligation and the Originator Bankruptcy Reacquisition Obligation, (ii) the Reconveyance Amount by the Servicer (for as long as the
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Servicer is Cellco or an Affiliate of Cellco), in respect of the Servicer Additional Transferor Acquisition Obligation, the Servicer Bankruptcy Acquisition Obligation, the Servicer
Designation Date Acquisition Obligation and the Servicer Acquisition Obligation, (iii) the deposit of Collections by the Servicer (for as long as the Servicer is Cellco or an Affiliate of Cellco) in respect of the Servicer Deposit Obligation and (iv)
the remittances or payments pursuant to Sections 4.3(g), 4.3(h) or 4.3(i) of the Transfer and Servicing Agreement, as applicable, by the Marketing Agent (for as long as the Marketing Agent is Cellco or an Affiliate of Cellco), or the related
Originators, in respect of the Marketing Agent Remittance Obligation (the amounts described in clauses (i), (ii), (iii) and (iv), collectively, the “Guaranteed Obligations”) irrespective of: (A) the validity, binding effect, subordination,
disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, this Agreement, the Transaction Documents, any other Series Related Documents, or any documents related hereto or thereto, (B) any
change in the existence, ownership (to the extent that as a result of such change in ownership such Covered Entity continues to be a subsidiary or Affiliate of Verizon) or formation of, or the bankruptcy or insolvency of, any Covered Entity, (C) any
extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Guaranteed Obligation (or any collateral security therefor, including the property sold, purchased, contributed (or purportedly sold, purchased or contributed)
or otherwise pledged or transferred under any of the Transaction Documents or any other Series Related Documents) by any party to this Agreement, the Transaction Documents, the other Series Related Documents or any related documents, (D) the
existence of any claim, set-off, counterclaim or other right that the Parent Support Provider or any other Person may have against any Covered Entity or any other Person, (E) any impossibility or impracticability of performance, illegality, force
majeure, any act of any Governmental Authority or any other circumstance that might otherwise constitute a legal or equitable discharge or defense available to, or provide a discharge of, the Parent Support Provider, (F) any Law affecting any term of
any of the Guaranteed Obligations or any Transaction Document or other Series Related Document, or rights of any Beneficiary with respect thereto or otherwise, (G) the failure by any Beneficiary to take any steps to perfect and maintain perfected its
interest in, or the impairment of, any Collateral or (H) any failure to obtain any authorization or approval from or to notify or file with, any Governmental Authority that is required in connection with the performance of the Guaranteed Obligations
or otherwise.
(b) Without limiting the generality of the foregoing, the Parent Support Provider agrees
that if any Covered Entity shall fail in any manner whatsoever to remit any amounts in connection with any of its respective Guaranteed Obligations when the same shall be required to be remitted under any applicable Transaction Document to which it
is a party, including after the expiration of all applicable grace periods, then the Parent Support Provider will itself duly and punctually remit or cause to be remitted to the Collection Account any such Guaranteed Obligations after receipt by
the Parent Support Provider of written notice from the Master Collateral Agent or any other Secured Party that the applicable Covered Entity has failed to remit any required amounts under the applicable Transaction Documents. It shall not be a
condition to the accrual of the obligation of the Parent Support Provider hereunder to perform any Guaranteed Obligations that a Beneficiary or any other Person shall have first made any request of or demand upon or given any notice to the Parent
Support Provider, any Covered Entity, or any other Person or have initiated any action or proceeding against the Parent Support Provider, any Covered Entity or any other Person in respect thereof, except for any such
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request, demand or notice required to be given hereunder or under any other Transaction Documents or other Series Related Documents. The Parent Support Provider hereby expressly waives
diligence, presentment, demand, protest or notice (except as required hereunder or under any other Transaction Documents or other Series Related Documents) of any kind whatsoever, as well as any requirement that the Beneficiaries (or any one of them)
exhaust any right to take any action against any Covered Entity or any other Person (including the filing of any claims in the event of a receivership or bankruptcy of any of the foregoing), or with respect to any collateral or collateral security at
any time securing any of the Guaranteed Obligations, and hereby consents to any and all extensions of time of the due performance of any or all of the Guaranteed Obligations. The Parent Support Provider agrees that it shall not exercise or assert
any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations shall have been indefeasibly paid in full. The Parent Support Provider also hereby expressly waives all other defenses it may have
as a guarantor or a surety generally or otherwise based upon suretyship, impairment of collateral or otherwise in connection with the Guaranteed Obligations whether in equity or at law. The Parent Support Provider agrees that its obligations
hereunder shall be irrevocable and unconditional.
(c) Notwithstanding anything set forth in this Agreement, the Parent Support Provider shall
under no circumstances be obligated to undertake or perform any obligations of any Covered Entity other than those payment obligations expressly set forth in this Agreement and shall not be deemed by virtue of any of its agreements hereunder to
have guaranteed the repayment of the Receivables or the timely payment of interest on, the ultimate repayment of the principal of, or any other amounts due with respect to, the Credit Extensions under the Master Collateral Agreement or any
Transaction Documents or other Series Related Documents. For the sake of clarity, and without limiting the foregoing, it is expressly acknowledged and agreed that the Guaranteed Obligations do not include the payment or guaranty of any amounts to
the extent such amounts constitute recourse with respect to a Receivable by reason of nonpayment by an Obligor.
Section 2. Confirmation.
The Parent Support Provider hereby confirms that the transactions contemplated by the Transaction Documents and the other Series Related Documents have been arranged among the Covered Entities, the Beneficiaries, the Master Collateral Agent and the
Owner Trustee, as applicable, with the Parent Support Provider’s full knowledge and consent and any amendment, restatement, modification or supplement of, or waiver of compliance therewith, in accordance with the terms thereof by any of the
foregoing shall be deemed to be with the Parent Support Provider’s full knowledge and consent. The Parent Support Provider hereby confirms (i) that on the date hereof (a) the Servicer and the Marketing Agent are its wholly owned indirect
subsidiaries and (b) each of the Originators is a controlled Affiliate and (ii) that it is in the best interest of the Parent Support Provider to execute this Agreement, inasmuch as the Parent Support Provider (individually) and the Parent Support
Provider and its Affiliates (collectively) will derive substantial direct and indirect benefit from the transactions contemplated by the Originator Receivables Transfer Agreement, each Additional Transferor Receivables Transfer Agreement, if any,
the Transfer and Servicing Agreement and the other Transaction Documents and other Series Related Documents. The Parent Support Provider agrees to notify the Beneficiaries in the event that (i) the Servicer or the Marketing Agent ceases to be a
wholly owned indirect subsidiary of the Parent Support Provider or (ii) any of the Originators ceases to be a controlled Affiliate of the Parent Support Provider.
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Section 3. Representations and
Warranties. The Parent Support Provider hereby represents and warrants to each Beneficiary on and as of the date hereof and each Acquisition Date that:
(i) Organization and Good Standing. It is a validly existing
corporation in good standing under the laws of the State of Delaware and has full power and authority to own its properties and conduct its business as presently owned or conducted, and to execute, deliver and perform its obligations under this
Agreement.
(ii) Due Qualification. It is duly qualified to do business, is
in good standing as a foreign entity (or is exempt from such requirements) and has obtained all necessary licenses and approvals in each jurisdiction in which the performance of this Agreement requires such qualification, licenses or approvals,
except where the failure to so qualify or obtain licenses or approvals would not reasonably be expected to have a Material Adverse Effect.
(iii) Power and Authority; Due Authorization. It has duly
authorized by all necessary corporate action the execution, delivery and performance of this Agreement.
(iv) Binding Obligation. This Agreement constitutes a legal,
valid and binding obligation of the Parent Support Provider, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership,
conservatorship or other similar Laws affecting creditors’ rights generally or by general principles of equity.
(v) No Conflict. The execution and delivery of this Agreement
and the performance by the Parent Support Provider of the transactions contemplated by this Agreement and the fulfillment of the terms hereof applicable to the Parent Support Provider, will not (i) contravene the organizational documents of the
Parent Support Provider, or (ii) conflict with, violate or result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any indenture, contract, agreement,
mortgage, deed of trust or other instrument to which the Parent Support Provider is a party or by which it or its properties are bound, except where such conflict, violation or breach would not reasonably be expected to have a Material Adverse
Effect.
(vi) No Violation. The execution and delivery of this Agreement
by the Parent Support Provider, the performance by the Parent Support Provider of the transactions contemplated by this Agreement and the fulfillment of the terms hereof applicable to the Parent Support Provider will not violate any Law applicable
to the Parent Support Provider, except where such violation would not reasonably be expected to have a Material Adverse Effect.
(vii) No Proceedings. There are no actions, suits,
investigations or other proceedings pending, or to its knowledge threatened, against the Parent Support Provider or any of its properties, that if adversely determined (individually or in the aggregate), would reasonably be expected to have a
Material Adverse Effect.
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(viii) Governmental Approvals. No authorization or approval or
other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by it of this Agreement or the transactions contemplated hereby.
(ix) Compliance with Law. It has complied with all applicable
Law, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Section 4. Covenants.
The Parent Support Provider covenants and agrees that, from the date hereof until all Guaranteed Obligations are indefeasibly paid in full, it shall observe and perform the following covenants:
(i) Preservation of Corporate Existence. It shall preserve and
maintain its legal existence, rights, franchises, qualifications and privileges.
(ii) Information and Assistance. It shall also do all such
things and execute all such documents as the Beneficiaries may reasonably consider necessary or desirable to give full effect to this Agreement and to perfect and preserve the rights and powers of any Beneficiary hereunder or with respect hereto.
Section 5. Amendments.
(i) Amendments to Clarify and Correct Errors and Defects. The
parties may amend this Agreement, without the consent of any Creditor Representatives or Creditors, for the purpose of curing any ambiguity, correcting an error or correcting or supplementing any provision of this Agreement that may be defective or
inconsistent with the other terms of this Agreement.
(ii) Other Amendments. Other than as set forth in Section
5(iii), the parties may also amend this Agreement, without the consent of any Creditor Representatives or Creditors, for the purpose of adding any provisions to, or changing in any manner or eliminating any provisions of, this Agreement or of
modifying in any manner the rights of the Creditors under this Agreement if either (x) the Trust or the Administrator delivers an Officer’s Certificate to the Master Collateral Agent and the Owner Trustee stating that the Trust or the
Administrator, as applicable, reasonably believes that such amendment will not have a material adverse effect on the interest of any Creditor or (y) the Rating Agency Condition has been satisfied for all Credit Extensions then rated by a Rating
Agency with respect to such amendment.
(iii) Amendments Requiring Consent of all Affected Creditors.
This Agreement may also be amended from time to time by the parties hereto, with the consent of the Majority Creditor Representatives of each Group adversely affected thereby, with prior written notice to the applicable Rating Agencies (if any
Credit Extensions of an affected Group are then rated by such Rating Agency), and the Master Collateral Agent, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Agreement or of
modifying in any manner the rights of the Creditors under this Agreement.
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It shall not be necessary for the consent of the Creditors, the applicable Creditor Representatives or the Master Collateral Agent pursuant to this
Section 5 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. For the avoidance of doubt, any Creditor (acting through its Creditor Representative)
consenting to any amendment shall be deemed to agree that such amendment does not have a material adverse effect on such Creditor and any Creditor Representative consenting to any amendment shall be deemed to agree that such amendment does not have a
material adverse effect on such Creditor Representative or its Creditors.
(iv) Master Collateral Agent Consent. The consent of the Master
Collateral Agent will be required for any amendment under Section 5 (ii) or (iii) that has a material adverse effect on the rights, duties, obligations, immunities or indemnities of the Master Collateral Agent.
(v) Notice of Amendments. Promptly after the execution of an
amendment, the Administrator will deliver a copy of the amendment to the Rating Agencies, if any.
(vi) Opinions. Prior to the execution of any amendment to this
Agreement, the Owner Trustee and the Master Collateral Agent shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and the Trust Financing
Agreements.
(vii) Deemed Consent for All Creditors. In the event that the
Trust Financing Agreement for a Series enables a portion of the Creditors of that Series, or any Class of that Series, to exercise consent rights for such Series, the consent (or lack thereof) of such portion of the Creditors shall be deemed to be
the consent (or lack thereof) of all Creditors of such Series.
(viii) Trust Financing Agreements. The Trust Financing Agreement
for any Series may have additional requirements or criteria to amend, modify or waive any provision of this Agreement, and no amendment, modification or waiver of any provision of this Agreement shall occur unless each of the additional criteria,
if any, has been satisfied.
Section 6. Miscellaneous.
(a) The Parent Support Provider agrees that any payments hereunder will comprise
Collections and be allocated by the Trust according to Section 9.4 of the Master Collateral Agreement.
(b) Any payments hereunder shall be made in full in U.S. dollars without any set-off,
deduction or counterclaim; and the Parent Support Provider’s obligations hereunder shall not be satisfied by any tender or recovery of another currency except to the extent such tender or recovery results in receipt of the full amount of U.S.
dollars required hereunder.
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(c) This Agreement and the payment obligations of the Parent Support Provider hereunder
shall rank pari passu with any similar support agreements issued by the Parent Support Provider or any senior unsecured debt of the Parent Support Provider.
(d) This Agreement shall bind and inure to the benefit of the parties hereto, the other
Beneficiaries and their respective successors and permitted assigns. The Parent Support Provider shall not assign, delegate or otherwise transfer any rights or obligations hereunder without the prior written consent of the Beneficiaries. Each of
the parties hereto agrees that each Beneficiary shall be a third party beneficiary of this Agreement.
(e) THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS
THEREOF).
(f) Each party submits to the nonexclusive jurisdiction of the United States District Court
for the Southern District of New York and of any New York State Court sitting in New York, New York for legal proceedings relating to this Agreement. Each party irrevocably waives, to the fullest extent permitted by Law, any objection that it may
now or in the future have to the venue of a proceeding brought in such a court and any claim that the proceeding was brought in an inconvenient forum.
(g) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL
RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY MATTER ARISING THEREUNDER WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
(h) No failure on the part of any Beneficiary to exercise, and no delay in exercising, any
right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right hereunder preclude any other or future exercise thereof or the exercise of any other right.
Section 7. Termination of Agreement.
(a) This Agreement and the Parent Support Provider’s obligations hereunder shall remain operative and continue in full force and effect until the later of (i) the date on which all the Credit Extensions have been indefeasibly paid in full and the
Transaction Documents and other Series Related Documents have terminated in accordance with their terms, and (ii) such time as all Guaranteed Obligations are duly performed and indefeasibly paid and satisfied in full, provided, that this
Agreement and the Parent Support Provider’s obligations hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time payment of any of the Guaranteed Obligations is rescinded or must otherwise be restored or
returned upon the bankruptcy, insolvency, or reorganization of any Covered Entity as though such payment had not been made or other satisfaction occurred, whether or not any of the Beneficiaries (or their respective assigns) are in possession of
this Agreement. No invalidity, irregularity or unenforceability by reason of the bankruptcy,
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insolvency, reorganization or other similar Laws, or any other Law or order of any Governmental Authority thereof purporting to reduce, amend or otherwise affect the Guaranteed
Obligations shall impair, affect, be a defense to or claim against the obligations of the Parent Support Provider under this Agreement.
(b) This Agreement shall survive the insolvency of any Covered Entity, any Beneficiary or
any other Person and the commencement of any case or proceeding by or against any Covered Entity or any other Person under any bankruptcy, insolvency, reorganization or other similar Law. No automatic stay under any bankruptcy, insolvency,
reorganization or other similar Law with respect to any Covered Entity or any other Person shall postpone the obligations of the Parent Support Provider under this Agreement.
Section 8. Set-off. Each
Beneficiary (and its assigns) is hereby authorized by the Parent Support Provider at any time and from time to time, without notice to the Parent Support Provider (any such notice being expressly waived by the Parent Support Provider) and to the
fullest extent permitted by Law, to set-off and apply any and all deposits (general or special, time or demand, provisional or final) and other sums at any time held by, and other indebtedness at any time owing to, any such Beneficiary to or for
the credit to the account of the Parent Support Provider, against any and all Guaranteed Obligations of the Parent Support Provider, now or hereafter existing under this Agreement.
Section 9. Entire Agreement;
Severability; No Party Deemed Drafter. This Agreement and the other Transaction Documents referenced herein constitute the entire agreement of the parties hereto with respect to the matters set forth herein. The rights and remedies
herein provided are cumulative and not exclusive of any remedies provided by Law or any other agreement, and this Agreement shall be in addition to any other guaranty of or security for any of the Guaranteed Obligations. The provisions of this
Agreement are severable, and in any action or proceeding involving any state corporate, limited partnership or limited liability company law, or any bankruptcy, insolvency, reorganization or other similar Law, if the obligations of the Parent
Support Provider hereunder would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of the Parent Support Provider’s liability under this Agreement, then, notwithstanding any other provision of this
Agreement to the contrary, the amount of such liability shall, without any further action by the Parent Support Provider or any Beneficiary, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in
such action or proceeding. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Each of the parties hereto hereby agrees that no party hereto
shall be deemed to be the drafter of this Agreement.
Section 10. Expenses.
The Parent Support Provider agrees to pay on demand to the extent not otherwise paid under the Master Collateral Agreement or any other Transaction Document or other Series Related Document:
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(a) all reasonable costs and expenses incurred by any Beneficiary in
connection with the negotiation, preparation, execution and delivery of this Agreement and any amendment, restatement or supplement of, or consent or waivers under, this Agreement (whether or not consummated), enforcement of, or any actual or
claimed breach of, or claim under, this Agreement, including the fees and expenses of counsel incurred in connection therewith and all accountants’, auditors’, consultants’ and other agents’ fees and expenses incurred in connection with any of the
foregoing or in advising such Persons as to their respective rights and remedies under this Agreement; and
(b) all stamp or documentary taxes or any other excise or property
taxes, charges or similar levies payable in connection with the execution and delivery of this Agreement, if such taxes are imposed by the United States (or any state or political subdivision thereof).
Section 11. Addresses for Notices.
All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile and email communication) and shall be personally delivered or sent by express mail or nationally recognized
overnight courier or by certified mail, first class postage prepaid, or by facsimile, to the intended party at the address, facsimile number or email address of such party set forth in Schedule A to the Transfer and Servicing Agreement, which
address the party may change by notifying the other parties hereto. All such notices and communications shall be effective, (a) if personally delivered or sent by express mail or courier or if sent by certified mail, when received and (b) if
transmitted by facsimile or email, when sent, receipt confirmed by telephonic or electronic means.
Section 12. No Petition. The Parent Support Provider agrees that, before the date that is two (2) years and one (1) day (or, if longer, any applicable preference period) after the payment in full of (a) all securities issued by the
Depositor or by a trust for which the Depositor was a depositor or (b) the Credit Extensions, it will not start or pursue against, or join any other Person in starting or pursuing against, (i) the Depositor or (ii) the Trust, respectively, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar Law. This Section 12 will survive the termination of this Agreement.
Section 13. Electronic Signatures.
Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten
signatures for the purposes of validity, enforceability, and admissibility.
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IN WITNESS WHEREOF, the Parent Support Provider has executed this Agreement as of the date first written above.
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VERIZON COMMUNICATIONS INC.
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By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title: Senior Vice President and Treasurer
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ACCEPTED AND ACKNOWLEDGED, as of the date first written above.
VERIZON ABS II LLC,
as Depositor
By: /s/ Xxx Xxxx Sin
Name: Xxx Xxxx Sin
Title: Chief Financial Officer
By: Wilmington Trust, National Association,
not in its individual capacity, but solely
as Owner Trustee on behalf of the Trust
By: /s/ Xxxx X. Brzoske
Name: Xxxx X. Brzoske
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity, but solely
as Master Collateral Agent
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President
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