FORM OF INDENTURE between VERIZON MASTER TRUST, as Trust and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee and Note Paying Agent Dated as of May 25, 2021 SERIES 2021-1Verizon Master Trust • May 20th, 2021 • Asset-backed securities • New York
INDENTURE, dated as of May 25, 2021 (this “Indenture”), between VERIZON MASTER TRUST, a Delaware statutory trust, as issuer (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee for the benefit of the Series 2021-1 Secured Parties (in such capacity, the “Indenture Trustee”), and as note paying agent (in such capacity, the “Note Paying Agent”).
FORM OF SERIES 2021-1 ACCOUNT CONTROL AGREEMENT among VERIZON MASTER TRUST, as Grantor U.S. BANK NATIONAL ASSOCIATION, as Secured Party and U.S. BANK NATIONAL ASSOCIATION, as Financial Institution Dated as of May 25, 2021Control Agreement • May 20th, 2021 • Verizon Master Trust • Asset-backed securities • New York
This SERIES 2021-1 ACCOUNT CONTROL AGREEMENT, dated as of May 25, 2021 (this “Agreement”), is among VERIZON MASTER TRUST, 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”).
VERIZON MASTER TRUST $1,700,000,000 SERIES 2021-1 ASSET BACKED NOTES UNDERWRITING AGREEMENTVerizon Master Trust • May 20th, 2021 • Verizon Master Trust • Asset-backed securities • New York
FORM OF AMENDED AND RESTATED TRUST AGREEMENT between VERIZON ABS II LLC, as Depositor and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee for VERIZON MASTER TRUST Dated as of May 25, 2021Trust Agreement • May 20th, 2021 • Verizon Master Trust • Asset-backed securities • Delaware
THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of May 25, 2021 (this “Agreement”), is between VERIZON ABS II 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 Master Trust (the “Trust”).
FORM OF ADDITIONAL TRANSFEROR RECEIVABLES TRANSFER AGREEMENT among VERIZON DPPA MASTER TRUST, as Additional Transferor CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, as Servicer and VERIZON ABS II LLC, as Depositor Dated as of May 25, 2021Verizon Master Trust • May 20th, 2021 • Asset-backed securities • New York
ADDITIONAL TRANSFEROR RECEIVABLES TRANSFER AGREEMENT, dated as of May 25, 2021 (this “Agreement”), among VERIZON DPPA MASTER TRUST, 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 May 25, 2021Administration Agreement • May 20th, 2021 • Verizon Master Trust • Asset-backed securities • New York
ADMINISTRATION AGREEMENT, dated as of May 25, 2021 (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 May 25, 2021Transfer and Servicing Agreement • May 20th, 2021 • Verizon Master Trust • Asset-backed securities • New York
THIS TRANSFER AND SERVICING AGREEMENT, dated as of May 25, 2021 (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”).
FORM OF MASTER COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT among VERIZON MASTER TRUST, as Trust, U.S. BANK NATIONAL ASSOCIATION, as Master Collateral Agent, CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS, as Servicer and each Creditor Representative from...Master Collateral Agency and Intercreditor Agreement • May 20th, 2021 • Verizon Master Trust • Asset-backed securities • New York
THIS MASTER COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of May 25, 2021 (this “Agreement”), is among (i) VERIZON MASTER TRUST, a Delaware statutory trust (the “Trust”), (ii) U.S. BANK NATIONAL ASSOCIATION, a national banking association, 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 PARENT SUPPORT AGREEMENTParent Support Agreement • May 20th, 2021 • Verizon Master Trust • Asset-backed securities • New York
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 f
FORM OF ACCOUNT CONTROL AGREEMENT among VERIZON MASTER TRUST, as Grantor U.S. BANK NATIONAL ASSOCIATION, as Secured Party and U.S. BANK NATIONAL ASSOCIATION, as Financial Institution Dated as of May 25, 2021Control Agreement • May 20th, 2021 • Verizon Master Trust • Asset-backed securities • New York
THIS ACCOUNT CONTROL AGREEMENT, dated as of May 25, 2021 (this “Agreement”), is among VERIZON MASTER TRUST, a Delaware statutory trust, as grantor (the “Grantor”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Master Collateral Agent for the benefit of the Secured Parties (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”).
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 May 25, 2021Transfer Agreement • May 20th, 2021 • Verizon Master Trust • Asset-backed securities • New York
THIS ORIGINATOR RECEIVABLES TRANSFER AGREEMENT, dated as of May 25, 2021 (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”).
