FORM OF TRANSFER AND SERVICING AGREEMENTTransfer and Servicing Agreement • June 6th, 2019 • Verizon Owner Trust 2019-B • Asset-backed securities • New York
TRANSFER AND SERVICING AGREEMENT, dated as of June 12, 2019 (this “Agreement”), among VERIZON OWNER TRUST 2019-B, 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 6th, 2019 • Verizon Owner Trust 2019-B • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of June 12, 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-B (the “Issuer”).
FORM OF MASTER TRUST RECEIVABLES TRANSFER AGREEMENTMaster Trust Receivables Transfer Agreement • June 6th, 2019 • Verizon Owner Trust 2019-B • Asset-backed securities • New York
MASTER TRUST RECEIVABLES TRANSFER AGREEMENT, dated as of June 12, 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”).
between VERIZON OWNER TRUST 2019-B, as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee and Note Paying Agent Dated as of June 12, 2019Indenture • June 6th, 2019 • Verizon Owner Trust 2019-B • Asset-backed securities • New York
INDENTURE, dated as of June 12, 2019 (this “Indenture”), between VERIZON OWNER TRUST 2019-B, 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”).
FORM OF ORIGINATOR RECEIVABLES TRANSFER AGREEMENTOriginator Receivables Transfer Agreement • June 6th, 2019 • Verizon Owner Trust 2019-B • Asset-backed securities • New York
ORIGINATOR RECEIVABLES TRANSFER AGREEMENT, dated as of June 12, 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”).
ISDA®2002 Master Agreement • June 6th, 2019 • Verizon Owner Trust 2019-B • 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”.
FORM OF PARENT SUPPORT AGREEMENTParent Support Agreement • June 6th, 2019 • Verizon Owner Trust 2019-B • Asset-backed securities • New York
This PARENT SUPPORT AGREEMENT (this “Agreement”) is executed as of June 12, 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-B, 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 June 12, 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 “C
FORM OF ACCOUNT CONTROL AGREEMENTAccount Control Agreement • June 6th, 2019 • Verizon Owner Trust 2019-B • Asset-backed securities • New York
ACCOUNT CONTROL AGREEMENT, dated as of June 12, 2019 (this “Agreement”), among VERIZON OWNER TRUST 2019-B, 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”).
1,122,300,000 ASSET BACKED NOTES VERIZON ABS LLC (DEPOSITOR) CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS (SPONSOR AND SERVICER) UNDERWRITING AGREEMENTUnderwriting Agreement • June 6th, 2019 • Verizon Owner Trust 2019-B • Asset-backed securities • New York
FORM OF ADMINISTRATION AGREEMENT between VERIZON OWNER TRUST 2019-B, as Issuer, and CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, as Administrator Dated as of June 12, 2019Administration Agreement • June 6th, 2019 • Verizon Owner Trust 2019-B • Asset-backed securities • New York
ADMINISTRATION AGREEMENT, dated as of June 12, 2019 (this “Agreement”), between VERIZON OWNER TRUST 2019-B, 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”).
