0000929638-19-000627 Sample Contracts

TRANSFER AND SERVICING AGREEMENT
Transfer and Servicing Agreement • June 12th, 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”).

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AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • June 12th, 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”).

MASTER TRUST RECEIVABLES TRANSFER AGREEMENT
Master Trust Receivables Transfer Agreement • June 12th, 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, 2019
Indenture • June 12th, 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”).

ORIGINATOR RECEIVABLES TRANSFER AGREEMENT
Originator Receivables Transfer Agreement • June 12th, 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”).

PARENT SUPPORT AGREEMENT
Parent Support Agreement • June 12th, 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

ACCOUNT CONTROL AGREEMENT
Account Control Agreement • June 12th, 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”).

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, 2019
Administration Agreement • June 12th, 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”).

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