ISDA®2002 Master Agreement • April 5th, 2021 • Verizon Master Trust • 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 AMENDED AND RESTATED TRUST AGREEMENT between VERIZON ABS II LLC, as Depositor and [___], as Owner Trustee for VERIZON MASTER TRUST Dated as of [____], 20[_]Trust Agreement • April 5th, 2021 • Verizon Master Trust • Asset-backed securities • Delaware
THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of [____], 20[_] (this “Agreement”), is between VERIZON ABS II LLC, a Delaware limited liability company, as depositor (the “Depositor”), and [___], a [national banking association], not in its individual capacity but solely as trustee under this Agreement (the “Owner Trustee”), to establish Verizon Master Trust (the “Trust”).
FORM OF ADDITIONAL TRANSFEROR RECEIVABLES TRANSFER AGREEMENT among [___], as Additional Transferor CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, as Servicer and VERIZON ABS II LLC, as Depositor Dated as of [____], 20[_]Verizon Master Trust • April 5th, 2021 • Asset-backed securities • New York
ADDITIONAL TRANSFEROR RECEIVABLES TRANSFER AGREEMENT, dated as of [___], 20[_] (this “Agreement”), among [___], a [Delaware statutory trust] (the “Additional Transferor”), CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, a Delaware general partnership (“Cellco”), as servicer (in such capacity, the “Servicer”) and VERIZON ABS II LLC, a Delaware limited liability company, as depositor (the “Depositor”).
FORM OF ADMINISTRATION AGREEMENT between VERIZON MASTER TRUST, as Trust, and CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, as Administrator Dated as of [___], 20[_]Administration Agreement • April 5th, 2021 • Verizon Master Trust • Asset-backed securities • New York
ADMINISTRATION AGREEMENT, dated as of [___], 20[_] (this “Agreement”), between VERIZON MASTER TRUST, a Delaware statutory trust (the “Trust”), and CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, a Delaware general partnership (“Cellco” or, in its capacity as administrator, the “Administrator”).
FORM OF TRANSFER AND SERVICING AGREEMENT among VERIZON MASTER TRUST, as Trust, VERIZON ABS II 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 • April 5th, 2021 • Verizon Master Trust • Asset-backed securities • New York
THIS TRANSFER AND SERVICING AGREEMENT, dated as of [___], 20[_] (this “Agreement”), is among VERIZON MASTER TRUST, a Delaware statutory trust (the “Trust”), VERIZON ABS II 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”).
VERIZON MASTER TRUST $[___] SERIES [_]-[_] ASSET BACKED NOTES FORM OF UNDERWRITING AGREEMENTMaster Trust • April 5th, 2021 • Verizon Master Trust • Asset-backed securities • New York
FORM OF INDENTURE between VERIZON MASTER TRUST, as Trust and [_____], as Indenture Trustee and Note Paying Agent Dated as of [____], 20[_]Verizon Master Trust • April 5th, 2021 • Asset-backed securities • New York
INDENTURE, dated as of [___], 20[_] (this “Indenture”), between VERIZON MASTER TRUST, a Delaware statutory trust, as issuer (the “Trust”), and [_____], a [national banking association], as indenture trustee for the benefit of the Series [_]-[_] Secured Parties (in such capacity, the “Indenture Trustee”), and as note paying agent (in such capacity, the “Note Paying Agent”).
FORM OF PARENT SUPPORT AGREEMENTForm of Parent Support Agreement • April 5th, 2021 • Verizon Master Trust • Asset-backed securities • 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 II LLC, a Delaware limited liability company (the “Depositor”), Verizon Master Trust, a Delaware statutory trust (the “Trust”) and [___], 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 [_____], 20[_], 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
ASSET REPRESENTATIONS REVIEW AGREEMENT among VERIZON MASTER TRUST, as Trust CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, as Servicer and [___], as Asset Representations Reviewer Dated as of [___], 20[_]Asset Representations Review Agreement • April 5th, 2021 • Verizon Master Trust • Asset-backed securities • New York
ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of [___], 20[_] (this “Agreement”), among VERIZON MASTER TRUST, a Delaware statutory trust, as issuer (the “Trust”), CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, a Delaware general partnership (“Cellco”), as servicer (the “Servicer”), and [___], a [___], as asset representations reviewer (the “Asset Representations Reviewer”).
FORM OF MASTER COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT among VERIZON MASTER TRUST, as Trust, [___], as Master Collateral Agent, CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS, as Servicer and each Creditor Representative from time to time party...Form of Master Collateral Agency and Intercreditor Agreement • April 5th, 2021 • Verizon Master Trust • Asset-backed securities • New York
THIS MASTER COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of [___], 20[_] (this “Agreement”), is among (i) VERIZON MASTER TRUST, a Delaware statutory trust (the “Trust”), (ii) [___], a [___], as Master Collateral Agent, (iii) CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS, as Servicer and (iv) each Creditor Representative from time to time party hereto.
FORM OF SERIES [_]-[_] ACCOUNT CONTROL AGREEMENT among VERIZON MASTER TRUST, as Grantor [_], as Secured Party and [_], as Financial Institution Dated as of [_], 20[_]Account Control Agreement • April 5th, 2021 • Verizon Master Trust • Asset-backed securities • New York
This SERIES [_]-[_] ACCOUNT CONTROL AGREEMENT, dated as of [_], 20[_] (this “Agreement”), is among VERIZON MASTER TRUST, a Delaware statutory trust, as grantor (the “Grantor”), [_], a [___], not in its individual capacity but solely as [Master Collateral Agent][Indenture Trustee] for the benefit of the [Lenders][Noteholders] (in this capacity, the “Secured Party”), and [_], a [___], 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”).
AMENDED AND RESTATED MARKETING AGENT AGENCY AGREEMENTAgreement • April 5th, 2021 • Verizon Master Trust • Asset-backed securities • 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 AGREEMENT between THE VARIOUS ORIGINATORS FROM TIME TO TIME PARTY HERETO, as Originators and VERIZON ABS II LLC, as Depositor Dated as of [____], 20[_]Receivables Transfer Agreement • April 5th, 2021 • Verizon Master Trust • Asset-backed securities • New York
THIS ORIGINATOR RECEIVABLES TRANSFER AGREEMENT, dated as of [___], 20[_] (this “Agreement”), is between THE VARIOUS ORIGINATORS FROM TIME TO TIME PARTY HERETO (each, an “Originator”), and VERIZON ABS II LLC, a Delaware limited liability company, as depositor (the “Depositor”).
FORM OF ACCOUNT CONTROL AGREEMENT among VERIZON MASTER TRUST, as Grantor [_], as Secured Party and [_], as Financial Institution Dated as of [_], 20[_]Account Control Agreement • April 5th, 2021 • Verizon Master Trust • Asset-backed securities • New York
THIS ACCOUNT CONTROL AGREEMENT, dated as of [_], 20[_] (this “Agreement”), is among VERIZON MASTER TRUST, a Delaware statutory trust, as grantor (the “Grantor”), [_], a [___], as Master Collateral Agent for the benefit of the Secured Parties (in this capacity, the “Secured Party”), and [_], a [___], 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”).
