Exhibit 10.2

  

  

  

  
    
      


    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, 2021

    

    

    

    

    

    

    

    

    

    

    
      


    

    

    
      

      

    

    

    

    
      
        


    

    
     TABLE OF CONTENTS

      

    Page

      

    

    	
            ARTICLE I

          	
            USAGE AND DEFINITIONS

             

            

          	
            1

          
	
            Section 1.1.

          	
            Usage and Definitions

             

            

          	
            1

          
	
            ARTICLE II

          	
            TRANSFER OF ORIGINATOR TRANSFERRED PROPERTY

             

            

          	
            1

          
	
            Section 2.1.

          	
            Transfers and Absolute Assignments of Originator Transferred Property

          	
            1

          
	
            Section 2.2.

          	
            Acquisition of Receivables

          	
            3

          
	
            Section 2.3.

          	
            Acknowledgement of Further Assignments

          	
            3

          
	
            Section 2.4.

          	
            Savings Clause

              

            

          	
            3

          
	
            ARTICLE III

          	
            REPRESENTATIONS AND WARRANTIES

             

            

          	
            4

          
	
            Section 3.1.

          	
            Originator Representations and Warranties

          	
            4

          
	
            Section 3.2.

          	
            Originator Representations and Warranties About Pools of Receivables Transferred by Such Originator

          	
            6

          
	
            Section 3.3.

          	
            Originator Representations and Warranties About Each Receivable

          	
            7

          
	
            Section 3.4.

          	
            Originator Reacquisition of Receivables for Breach of Representations

          	
            8

          
	
            Section 3.5.

          	
            Depositor’s Representations and Warranties

             

            

          	
            9

          
	
            ARTICLE IV

          	
            ORIGINATORS’ AGREEMENTS

             

            

          	
            11

          
	
            Section 4.1.

          	
            Financing Statements

          	
            11

          
	
            Section 4.2.

          	
            No Transfer or Lien by an Originator

          	
            11

          
	
            Section 4.3.

          	
            Expenses

          	
            11

          
	
            Section 4.4.

          	
            Originator’s Receivables Systems

          	
            12

          
	
            Section 4.5.

          	
            Review of Originator’s Records

          	
            12

          
	
            Section 4.6.

          	
            Reacquisition of Bankruptcy Surrendered Receivables

             

            

          	
            12

          
	
            ARTICLE V

          	
            OTHER AGREEMENTS

             

            

          	
            13

          
	
            Section 5.1.

          	
            No Petition

          	
            13

          
	
            Section 5.2.

          	
            Limited Recourse

          	
            13

          
	
            Section 5.3.

          	
            Termination

          	
            13

          
	
            Section 5.4.

          	
            Merger, Consolidation, Succession or Assignment

             

            

          	
            13

          
	
            ARTICLE VI

          	
            MISCELLANEOUS

             

            

          	
            14

          
	
            Section 6.1.

          	
            Amendments

          	
            14

          
	
            Section 6.2.

          	
            Benefit of Agreement; Third-Party Beneficiaries

          	
            15

          
	
            Section 6.3.

          	
            Notices

          	
            15

          
	
            Section 6.4.

          	
            GOVERNING LAW

          	
            16

          
	
            Section 6.5.

          	
            Submission to Jurisdiction

          	
            16

          
	
            Section 6.6.

          	
            WAIVER OF JURY TRIAL

          	
            16

          
	
            Section 6.7.

          	
            No Waiver; Remedies

          	
            16

          
	
            Section 6.8.

          	
            Severability

          	
            16

          
	
            Section 6.9.

          	
            Headings

          	
            16

          


    

    

    

    

    
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      TABLE OF CONTENTS

      (continued)

      Page

       

      

    

    	
            Section 6.10.

          	
            Counterparts

          	
            16

          
	
            Section 6.11.

          	
            Additional Originators

          	
            17

          
	
            Section 6.12.

          	
            Electronic Signatures

             

            

          	
            18

          
	
            EXHIBIT A

             

            

          	 	
            A-1

          
	
            EXHIBIT B

             

            

          	 	
            B-1

          
	 	 	 
	
            Schedule A

          	
            List of Originators

          	
            SA-1

          
	
            Exhibit A

          	
            Form of Receivables Acquisition Notice

          	
            EA-1

          
	
            Exhibit B

          	
            Form of Originator Joinder Agreement

          	
            EB-1

          


    

    

    
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    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”).

    BACKGROUND

    In the normal course of their businesses, the Originators originate device payment plan agreements under contracts entered into by such Originator or Verizon Wireless
      Services, LLC or another affiliate of such Originator, as agent of each Originator.

    In connection with certain financing transactions sponsored by Cellco Partnership d/b/a Verizon Wireless (“Cellco”) in which Verizon Master Trust (the “Trust”)

      will make borrowings under Loans or issue Notes, in each case secured by a pool of Receivables consisting of device payment plan agreements, the Originators have determined to transfer pools of Receivables and related property from time to time to
      the Depositor, who will subsequently transfer them to the Trust.

    The parties agree as follows:

    ARTICLE I

      USAGE AND DEFINITIONS

    Section 1.1.     Usage and Definitions.  Capitalized terms used in this Agreement and not otherwise defined herein are defined in Appendix A to the Master
      Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021, among the Trust, Cellco, as Servicer, U.S. Bank National Association, as Master Collateral Agent, 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.

    ARTICLE II

      TRANSFER OF ORIGINATOR TRANSFERRED PROPERTY

    Section 2.1.     Transfers and Absolute Assignments of Originator Transferred Property.

    (a)            Transfers and Absolute Assignments of Receivables.  Subject to the satisfaction of the conditions in Section 2.1(c), effective on each Acquisition Date, each applicable Originator will transfer and absolutely assign to the
        Depositor, without recourse (other than such Originator’s obligations under this Agreement), all of such Originator’s right, title and interest, whether then owned or later acquired, in the related Receivables originated by such Originator and the
        other related Originator Transferred Property.  The Administrator, with the assistance of each Originator, will select each pool of Receivables to be transferred and assigned by each Originator and acquired by the Depositor (and subsequently the
        Trust) on each Acquisition Date, which Receivables will be set forth on the related Schedule of Receivables.  In connection with each such transfer and assignment, the Trust (or the Administrator, on behalf of the Trust) will also select

    
      
        


    

    
    

    

    the Group to which such Receivables shall be designated and will notify each applicable Originator of such designation on or prior to the related Acquisition Date.

    (b)            No Assumption of Obligations.  These transfers and absolute assignments do not, and are not intended to, include any obligation of any Originator to the Obligors or any other Person relating to the Receivables and the other
        Originator Transferred Property, and the Depositor does not assume any of these obligations.

    (c)            Conditions for Transfers of Receivables.  The transfers and absolute assignments of the Receivables and the other related Originator Transferred Property on each Acquisition Date will be subject to the satisfaction of the
        following conditions on or before such Acquisition Date:

    (i)            Acquisition Notice.  On each Payment Date, the Administrator shall deliver to the Depositor, the Trust, the Master Collateral Agent and each related Group Creditor Representative an Acquisition Notice for the Receivables
        transferred and absolutely assigned on each Acquisition Date that occurred during the Collection Period related to such Payment Date, which will (x) specify the Receivables Transfer Amount and (y) include a report setting forth (I) the Group to
        which such Receivables were designated, (II) the applicable Group Pool Balance, (III) the Required Pool Balance for the Group to which such Receivables were designated and (IV) the Excess Concentration Amount and Ineligible Amount, in each case,
        for each Series of the Group to which such Receivables were designated and for which Credit Extensions are Outstanding as of the related Acquisition Date, in each case after giving effect to the acquisition of Receivables on such Acquisition Date
        and the designation of such Receivables as Group Receivables for each such Group and calculated as of the related Measurement Date; and

    (ii)            Originator’s Certifications.  Each Originator transferring Receivables on such Acquisition Date severally certifies solely with respect to itself that:

    	

          	(A)	
            as of such Acquisition Date, (1) such Originator is Solvent and will not become insolvent as a result of the absolute assignment of the related Receivables on the Acquisition Date, (2) such
              Originator does not intend to incur or believe that it would incur debts that would be beyond the Originator’s ability to pay as the debts matured and (3) the transfer and absolute assignment of the related Receivables is not made by such
              Originator with actual intent to hinder, delay or defraud any Person; and

          


    	

          	(B)	
            each of such Originator’s representations and warranties in Section 3.1 (solely with respect to such Originator) and Sections 3.2 and 3.3 (solely with respect to the related Receivables transferred
              on such Acquisition Date) will be true and correct as of such Acquisition Date.

          


    (iii)            Solvent.  The Depositor is Solvent as of the Acquisition Date and before giving effect to such transfer and assignment.

    
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    (iv)            Default.  After giving effect to such transfer and assignment and the payment of the related Receivables Cash Transfer Amount, (x) no Event of Default, Potential Default, Servicer Termination Event, Potential Servicer
        Termination Event or Pool Balance Deficit has occurred and is continuing, or resulted therefrom, in each case with respect to the Group to which such Receivables are designated and (y) no Amortization Event or Potential Amortization Event has
        occurred and is continuing, or resulted therefrom, in each case with respect to the related Group Series and, for clauses (x) and (y) determined based on calculations as of the related Measurement Date.

    The delivery on a Payment Date by the Administrator, on behalf of the Originators transferring Receivables on an Acquisition Date, of the Acquisition Notice will be
      considered a certification by each applicable Originator that the conditions set forth in this Section 2.1(c) have been satisfied on the Acquisition Date.

    Section 2.2.     Acquisition of Receivables.  In consideration for each transfer of the Receivables and the other related Originator Transferred Property, the
      Depositor will (i) distribute to the Originators the Receivables Cash Transfer Amount for such Receivables on the related Acquisition Date, and (ii) make a distribution to, or at the written direction of, the Originators in an amount equal to the
      excess, if any, of the Receivables Transfer Amount over the Receivables Cash Transfer Amount for such Receivables, in the form of an increase in the beneficial interest in the Trust held by the Originators, as evidenced by the Class A Certificate, in
      each case, for the benefit of each Originator in proportion to the Receivables transferred by each Originator on such Acquisition Date.  Each Originator, on the one hand, and the Depositor, on the other hand, represents and warrants to the other that
      the aggregate amount set forth in clauses (i) and (ii) in the immediately preceding sentence distributed by the Depositor to such Originator on such Acquisition Date will equal the fair market value of the Receivables and the other related Originator
      Transferred Property transferred by such Originator to the Depositor on such Acquisition Date.

    Section 2.3.     Acknowledgement of Further Assignments.  Each Originator acknowledges that (a) under the Transfer and Servicing Agreement, the Depositor will
      transfer and assign all of its right, title and interest in the Originator Transferred Property and related property and rights to the Trust and (b) under the Master Collateral Agreement, (1) the Trust will assign and pledge the Originator
      Transferred Property and related property and rights to the Master Collateral Agent for the benefit of the Secured Parties and (2) the Trust (or the Administrator, on behalf of the Trust) will select the Group to which such transferred Receivables
      shall be designated.

    Section 2.4.     Savings Clause.  Each Originator and the Depositor intend that each assignment under this Agreement be an absolute assignment of the
      Originator Transferred Property, conveying good title to the Originator Transferred Property free and clear of any Lien, other than Permitted Liens, from such Originator to the Depositor.  Each Originator and the Depositor intend that the Originator
      Transferred Property transferred by such Originator not be a part of such Originator’s estate if there is a bankruptcy or insolvency of such Originator.  If, despite the intent of each Originator and the Depositor, a transfer of the Originator
      Transferred Property transferred by such Originator under this Agreement is determined to be a pledge for a

    
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    financing or is determined not to be an absolute assignment, each Originator Grants to the Depositor a security interest in such Originator’s right, title and interest in the Originator
      Transferred Property transferred by it to secure a loan in an amount equal to all amounts payable by such Originator under this Agreement, all amounts payable as principal of or interest on the Credit Extensions, all amounts payable as Servicing Fees
      under the Transfer and Servicing Agreement and all other amounts payable by the Trust under the Transaction Documents and other Series Related Documents.  In that case, this Agreement will be a security agreement under Law and the Depositor will have
      the rights and remedies of a secured party and creditor under the UCC.

    ARTICLE III

      REPRESENTATIONS AND WARRANTIES

    Section 3.1.     Originator Representations and Warranties.  Each Originator severally makes the following representations and warranties solely as to itself
      on which the Depositor is relying in acquiring the Originator Transferred Property transferred by such Originator.  The representations and warranties are made as of the date of this Agreement and as of each Acquisition Date and will survive the
      transfer and absolute assignment of the applicable Originator Transferred Property by such Originator to the Depositor under this Agreement and by the Depositor to the Trust under the Transfer and Servicing Agreement and the pledge of the Originator
      Transferred Property by the Trust to the Master Collateral Agent under the Master Collateral Agreement:

    (a)            Organization and Good Standing. It is a validly existing limited liability company, corporation or partnership, as applicable, in good standing under the laws of the jurisdiction of its organization 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 and each other Transaction Document and other Series Related Document to which it is
        a party.

    (b)            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
        conduct of its business 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.

    (c)            Authorization and No Contravention. The execution, delivery and performance by it of this Agreement, the other Transaction Documents and the other Series Related Documents to which it is a party and the other documents to be
        delivered by it hereunder or thereunder: (i) are within its limited liability company, corporate or partnership powers, as applicable, (ii) have been duly authorized by it by all necessary action, (iii) do not contravene (A) its organizational
        documents, (B) any contractual obligation or restriction binding on or affecting it or its property or (C) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, except, in each case of (A), (B) or (C),
        where such contravention would not reasonably be expected

    
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    to have a Material Adverse Effect and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties. This Agreement
      and each of the other Transaction Documents and other Series Related Documents to which it is a party have been duly executed and delivered by it.

    (d)            No Violation. The execution and delivery of this Agreement by it, the performance by it of the transactions contemplated by this Agreement or any other Transaction Document or other Series Related Document to which it is a party
        and the fulfillment of the terms hereof and thereof applicable to it will not violate any Law applicable to it, except where such violation would not reasonably be expected to have a Material Adverse Effect.

    (e)            No Consent Required. 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 any other
        Transaction Document or other Series Related Document to which it is a party, except for any authorizations or approvals that have already been obtained and the filing of the UCC financing statements as required by this Agreement.

    (f)            Binding Obligation. This Agreement and each other Transaction Document and other Series Related Document to which it is a party constitutes, when duly executed and delivered by each other party hereto and thereto, a legal, valid
        and binding obligation of it, 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.

    (g)            Bulk Sales Act. No transaction contemplated hereby requires compliance with any bulk sales act or similar Law.

    (h)            Compliance with Law. It has complied with all applicable Laws to which it may be subject, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

    (i)            No Proceedings. There are no actions, suits, investigations or other proceedings pending, or to its knowledge threatened, against or affecting it or any of its properties, that (i) if adversely determined (individually or in the
        aggregate), would reasonably be expected to have a Material Adverse Effect or (ii) involve any Transaction Document or other Series Related Document or any transaction contemplated thereby and as to which there is a reasonable possibility of a
        materially adverse decision.

    (j)            Not an Investment Company.  It is not, and is not controlled by, an “investment company” registered or required to be registered under the Investment Company Act.

    
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    Section 3.2.     Originator Representations and Warranties About Pools of Receivables Transferred by Such Originator.  Each Originator severally makes the
      following representations and warranties about each pool of Receivables transferred by such Originator on which the Depositor is relying in acquiring the Originator Transferred Property.  The representations and warranties are made as of each
      Acquisition Date (other than the representation and warranty set forth in clause (e) below, which is made as of the date the Schedule of Receivables is delivered)  for the related Receivables and will survive the transfer and assignment of the
      Originator Transferred Property transferred by such Originator to the Depositor under this Agreement and by the Depositor to the Trust under the Transfer and Servicing Agreement and the pledge of the Originator Transferred Property by the Trust to
      the Master Collateral Agent under the Master Collateral Agreement, and may not be waived by the Depositor.

    (a)            Valid Assignment.  This Agreement evidences a valid absolute assignment of the Originator Transferred Property transferred by such Originator to the Depositor, enforceable against creditors of, purchasers from and transferees
        and absolute assignees of such Originator.

    (b)            Good Title to Originator Transferred Property.  Immediately prior to the transfer and absolute assignment by it under this Agreement of any Originator Transferred Property transferred by such Originator, it was the owner of, and
        had good title to, such Originator Transferred Property, free and clear of any Lien, other than Permitted Liens.

    (c)            Security Interest in Originator Transferred Property.

    (i)            The
        Depositor will have, immediately following completion of the transfer and absolute assignment pursuant to this Agreement, a valid and continuing ownership interest, which is a first priority perfected security interest (as such term is used in
        Article 9 of the applicable UCC) enforceable as such against creditors of and lenders to it, in the Originator Transferred Property transferred by such Originator free and clear of any Lien, other than Permitted Liens.

    (ii)            Other

        than pursuant to this Agreement, it has not pledged, assigned, transferred or granted a security interest in, or otherwise conveyed, any of the Originator Transferred Property. It has not authorized the filing of and is not aware of any financing
        statements against it that include a description of collateral covering any Originator Transferred Property transferred by it under this Agreement other than any financing statement filed in connection with this Agreement or any other Transaction
        Document or other Series Related Document.

    (iii)            It
        will cause as of the date of this Agreement, the delivery to the Administrator and the Depositor in proper form for filing, and has caused the filing of (or will cause the filing of within ten (10) days following the date of this Agreement or,
        solely to the extent any additional filing is necessary as determined by such Originator and the Administrator, the related Acquisition Date) all appropriate financing statements and financing statement amendments in the proper filing office in the
        appropriate

    
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    jurisdictions under the applicable Law in order to perfect and maintain perfected the conveyance of the Originator Transferred Property transferred by such Originator.

    (d)            No Adverse Selection. None of the Administrator, such Originator or any of their respective Affiliates has selected any Receivables to be transferred and assigned to the Depositor on the applicable Acquisition Date through a
        process that is intended to be adverse to the Depositor or the Depositor’s assignees.

    (e)            Schedule of Receivables.  The Schedule of Receivables contains an accurate and complete list of unique asset identifying information for the Receivables transferred by such Originator.

    (f)            Underwriting Procedures.  The Receivables were originated in accordance with all applicable requirements of the Underwriting Procedures of the applicable Originator in all material respects.

    (g)            Accounts.  Each Receivable is (A) if the Receivable is not secured by the related Device, an “account” or “payment intangible,” or (B) if the Receivable is secured by the related Device, “chattel paper,” in each case, within the
        meaning of the applicable UCC.

    (h)            No Defenses. There is no right of rescission, setoff, counterclaim or defense asserted or threatened against any of the Receivables, including by reason of the Marketing Agent's failure to make, or to cause the related
        Originator to make, any Upgrade Payments related to an Upgrade Offer.

    Section 3.3.     Originator Representations and Warranties About Each Receivable.  As set forth in Section 2.1(a), on or prior to each Acquisition Date, the
      Trust (or the Administrator, on behalf of the Trust) will notify each Originator transferring and absolutely assigning any Receivables on such Acquisition Date of the Group to which such Receivables will be designated.  Each Originator severally
      represents and warrants that each Receivable transferred and absolutely assigned by such Originator to the Depositor under this Agreement is an Eligible Receivable with respect to at least one Series of the Group to which such Receivable will be
      designated and for which Credit Extensions are Outstanding as of the related Acquisition Date (the “Group Eligibility Representation”).  Such representation and warranty is made as of the Acquisition Date for the related Receivables and will
      survive (i) the transfer and absolute assignment of the Receivables transferred by such Originator to the Depositor under this Agreement and by the Depositor to the Trust under the Transfer and Servicing Agreement, (ii) the pledge of such Receivables
      by the Trust to the Master Collateral Agent under the Master Collateral Agreement and (iii) the designation of such Receivable to the related Group.  Any inaccuracy in the Group Eligibility Representation will be deemed not to constitute a breach of
      the Group Eligibility Representation if each of the following conditions is satisfied: such inaccuracy both (i) 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 and (ii) does not have a material adverse effect on the Credit Extensions related to the Group to which such Receivables have been designated.

    
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    Section 3.4.     Originator Reacquisition of Receivables for Breach of Representations.

    (a)            Investigation of Breach.  If a Responsible Person of an Originator receives written notice from the Depositor, the Servicer, the Administrator, any Creditor Representative or the Master Collateral Agent that the Group
        Eligibility Representation was breached when made, then, in each case, such Originator will investigate the Receivable to confirm the breach and determine if the breach affects 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 and has a material adverse effect on the Credit Extensions related to the Group to which such Receivable has been designated. 
        Such Originator will have the option to cure such breach.  For the avoidance of doubt, the Master Collateral Agent shall have no obligation to give the notice set forth in the first sentence of this Section 3.4 unless a Responsible Person of the
        Master Collateral Agent has actual knowledge of such breach or has received written notice identifying the specific Receivable or Receivables for which the Group Eligibility Representation was breached.  None of the Depositor, the Servicer, the
        Owner Trustee, the Master Collateral Agent, the Parent Support Provider, the Marketing Agent or the Administrator will have an obligation to investigate whether a breach of the Group Eligibility Representation has occurred or whether any Receivable
        is required to be reacquired under this Section 3.4.  In addition, with respect to Group 60-Day Delinquent Receivable subject to an Asset Representations Review, the related Originator will have the sole ability to determine if there was
        non-compliance with the applicable Group Eligibility Representation made by it with respect to those Group 60-Day Delinquent Receivables that constitutes a breach, and whether to reacquire those Receivables from the Trust.

    (b)            Reacquisition of Receivables; Payment of Reconveyance Amount.  If an Originator chooses to cure a breach of the Group Eligibility Representation that had a material adverse effect on the Credit Extensions related to the Group to
        which such Receivable has been designated, such breach must be cured by such Originator by the end of the second month following the month the Responsible Person of such Originator received written notice of the breach as set forth above.  If such
        breach (i) is not cured in all material respects and (ii) had a material adverse effect on the Credit Extensions related to the Group to which such Receivable has been designated, then such Originator must reacquire any such Receivable transferred
        by it to the Depositor for which the Group Eligibility Representation was breached on or before the Business Day before the Payment Date following the end of the second month referenced in the first sentence hereof (or, with satisfaction of the
        Rating Agency Condition, if applicable, on such Payment Date) by remitting the Reconveyance Amount for the related Receivables to the Collection Account on or prior to such date.

    (c)            Transfer and Assignment of Reconveyed Receivable.  For any reacquisition of a Receivable by an Originator under this Section 3.4, the Trust will be deemed to have transferred and absolutely assigned to such Originator, effective
        as of the Reconveyance Date, all of the Trust’s right, title and interest in such Receivable and all

    
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    security and documents relating to such Receivable, and such Originator will be entitled to all collections on or proceeds of the Reconveyed Receivable on and after
      the related Reconveyance Cutoff Date.  The transfer and absolute assignment will not require any action by the Depositor or the Trust and will be without recourse, representation or warranty by the Depositor or the Trust, except that such Receivable
      is free of any Liens, other than Permitted Liens.  After the transfer and absolute assignment, the Servicer will mark its receivables systems to indicate that the Reconveyed Receivable is no longer a Receivable and may take any action necessary or
      advisable to transfer and absolutely assign the Reconveyed Receivable, free from any Lien of the Depositor, the Trust or the Master Collateral Agent.

    (d)            Reacquisition Sole Remedy.  The sole remedy against any Originator for a breach of an Originator’s Group Eligibility Representation is to require such Originator to reacquire the related Receivables under this Section 3.4.  The
        Depositor will enforce each Originator’s reacquisition obligation under this Section 3.4.  For the avoidance of doubt, nothing contained in this Section 3.4(d) shall limit any remedy of the Trust against the Parent Support Provider contained in the
        Parent Support Agreement.

    (e)            Dispute Resolution. Each Originator agrees to be bound by the dispute resolution provisions in Section 11.2 of the Transfer and Servicing Agreement as if they were part of this Agreement.

    Section 3.5.     Depositor’s Representations and Warranties.  The Depositor represents and warrants to each Originator as of the date of this Agreement and
      each Acquisition Date:

    (a)            Organization

          and Good Standing. The Depositor is a validly existing limited liability company 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 and each other Transaction Document and other Series Related Document to which it is a party.

    (b)            Due

          Qualification. The Depositor is duly qualified to do business, is in good standing as a foreign limited liability company (or is exempt from such requirements) and has obtained all necessary licenses and approvals in each jurisdiction in
        which the conduct of its business 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.

    (c)            Due

          Authorization. The execution, delivery, and performance of this Agreement and each other Transaction Document and other Series Related Document to which it is a party, have been duly authorized by the Depositor by all necessary limited
        liability company action on the part of the Depositor.

    (d)            No
          Proceedings. There are no actions, suits, investigations or other proceedings pending, or to its knowledge threatened, against the Depositor or any of its properties: (i) asserting the invalidity of this Agreement or any other Transaction
        Document or other Series

    
      9

      
        


    

    

    

    Related Document to which it is a party; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document or other
      Series Related Document to which it is a party; or (iii) seeking any determination or ruling that might have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement
      or any other Transaction Document or other Series Related Document to which it is a party.

    (e)            All

          Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given to it, if any, in connection with the execution and delivery of this
        Agreement and each other Transaction Document and other Series Related Document to which it is a party and the performance of the transactions contemplated by this Agreement or any other Transaction Document or other Series Related Document by the
        Depositor, in each case, have been duly obtained, effected or given and are in full force and effect, except for those which the failure to obtain would not reasonably be expected to have a Material Adverse Effect.

    (f)            Binding

          Obligation. This Agreement and each other Transaction Document and other Series Related Document to which it is a party constitutes, when duly executed and delivered by each other party hereto and thereto, a legal, valid and binding
        obligation of the Depositor, 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.

    (g)            No
          Conflict. The execution and delivery of this Agreement or any other Transaction Document or other Series Related Document to which it is a party by the Depositor, and the performance by it of the transactions contemplated by the Transaction
        Documents and other Series Related Documents and the fulfillment of the terms hereof and thereof applicable to the Depositor, (i) do not contravene (A) its limited liability company agreement, (B) any contractual restriction binding on or affecting
        it or its property, or (C) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, except, in each case of (A), (B) or (C), where such contravention would not reasonably be expected to have a Material
        Adverse Effect and (ii) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties.

    (h)            No
          Violation. The execution and delivery of this Agreement by the Depositor, the performance by the Depositor of the transactions contemplated by this Agreement or any other Transaction Document or other Series Related Document to which it is a
        party and the fulfillment of the terms hereof and thereof applicable to the Depositor will not violate any Law applicable to the Depositor, except where such violation would not reasonably be expected to have a Material Adverse Effect.

    
      10

      
        


    

    

    

    ARTICLE IV

      ORIGINATORS’ AGREEMENTS

    Section 4.1.     Financing Statements.

    (a)            Filing of Financing Statements.  The Originators will file, or will cause to be filed, financing and continuation statements, and amendments to the statements, in the jurisdictions and with the filing offices necessary to
        perfect the Depositor’s interest in the Originator Transferred Property.  The Originators will promptly deliver, or will cause to be delivered, to the Depositor file-stamped copies of, or filing receipts for, any financing statement, continuation
        statement and amendment to a previously filed financing statement.

    (b)            Depositor Authorized to File Financing Statements.  Each Originator authorizes the Depositor to file financing and continuation statements, and amendments to the statements, in the jurisdictions and with the filing offices as
        the Depositor may determine are necessary or advisable to perfect the Depositor’s interest in the Originator Transferred Property.  The financing and continuation statements may describe the Originator Transferred Property as the Depositor may
        reasonably determine to perfect the Depositor’s interest in the Originator Transferred Property.

    (c)            Relocation of an Originator.  Each Originator will notify the Depositor at least ten (10) days before a relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of
        organization if it could require the filing of a new financing statement or an amendment to a previously filed financing statement under Section 9-307 of the UCC.  If required, such Originator will promptly file, or will cause to be filed, new
        financing statements or amendments to all previously filed financing statements.  Each Originator will maintain its chief executive office within the United States and will maintain its jurisdiction of organization in only one State.

    (d)            Change of an Originator’s Name.  Each Originator will notify the Depositor at least ten (10) days before any change in such Originator’s name that could make a financing statement filed under this Section 4.1 seriously
        misleading under Section 9-506 of the UCC.  If required, such Originator will promptly file, or will cause to be filed, amendments to all previously filed financing statements.

    Section 4.2.     No Transfer or Lien by an Originator.  Except for the transfer and absolute assignment under this Agreement, no Originator will transfer or
      absolutely assign any Originator Transferred Property transferred and absolutely assigned by it under this Agreement to another Person or Grant or allow a Lien, other than a Permitted Lien, on an interest in any such Originator Transferred Property. 
      Each Originator will defend the Depositor’s interest in the Originator Transferred Property transferred and absolutely assigned by such Originator to the Depositor against claims of third parties claiming through such Originator.

    Section 4.3.     Expenses.  Each Originator will pay all expenses, to the extent attributable to such Originator, to perform its obligations under this
      Agreement and the Depositor’s

    
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    reasonable expenses to perfect the Depositor’s interest in the Originator Transferred Property transferred by such Originator to the Depositor and to enforce such Originator’s
      obligations under this Agreement.

    Section 4.4.     Originator’s Receivables Systems.  Each Originator will mark its receivables systems to indicate that any Receivable absolutely assigned by
      such Originator to the Depositor is owned by the Depositor or its assignee on the related Acquisition Date, and will not change the indication until the Receivable has been paid in full by the Obligor, reacquired by such Originator, acquired by the
      Servicer or the Marketing Agent or sold to a third party, as applicable, under a Transaction Document or other Series Related Document.

    Section 4.5.     Review of Originator’s Records.  Each Originator will maintain records and documents relating to the origination and underwriting of the
      Receivables according to its customary business practices.  Upon reasonable request not more than once during any calendar year, and with reasonable notice, each Originator will give the Depositor (or its representatives) access to the records and
      documents to conduct a review of such Originator’s performance under this Agreement and the Group Eligibility Representations made by such Originator about the Receivables absolutely assigned by such Originator to the Depositor.  Any access or review
      will be conducted at an Originator’s offices during its normal business hours at a time reasonably convenient to such Originator and in a manner that will minimize disruption to its business operations.  Any access or review will be subject to such
      Originator’s security, confidentiality and privacy policies and any regulatory, legal or data protection policies.

    Section 4.6.     Reacquisition of Bankruptcy Surrendered Receivables.

    (a)            Reacquisition of Bankruptcy Surrendered Receivables; Payment of Reconveyance Amount.  If a Receivable becomes a Bankruptcy Surrendered Receivable, the related Originator shall reacquire such Receivable from the Trust, subject to
        the last sentence of this Section 4.6 (a).  Each Originator will reacquire any Bankruptcy Surrendered Receivables by remitting the Reconveyance Amount for the related Bankruptcy Surrendered Receivables on or prior to the second Business Day before
        the Payment Date related to the Collection Period during which the Receivable became a Bankruptcy Surrendered Receivable.  The aggregate Principal Balance of all Bankruptcy Surrendered Receivables reacquired by any Originator, in the aggregate,
        shall not exceed five percent (5%) of the highest aggregate Principal Balance of all Receivables (calculated as of the relevant Cutoff Date for such Receivable) transferred by that Originator to the Depositor and by the Depositor to the Trust and
        held by the Trust as of the applicable date of determination, and no Originator shall be required to reacquire Bankruptcy Surrendered Receivables in excess of such limit.

    (b)            Transfer and Assignment of Bankruptcy Surrendered Receivables.  When an Originator’s payment of the Reconveyance Amount for its Bankruptcy Surrendered Receivables is deposited into the Collection Account, the Trust will be
        deemed to have transferred and absolutely assigned to such Originator, effective as of the Reconveyance Date, all of the Trust’s right, title and interest in such Bankruptcy Surrendered Receivables and all security and documents relating to such
        Bankruptcy Surrendered

    
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    Receivables on and after the related Reconveyance Cutoff Date.  The transfer and absolute assignment will not require any action by the Depositor, the Trust or the
      Master Collateral Agent and will be without recourse, representation or warranty by the Trust, except that such Bankruptcy Surrendered Receivables are free of any Liens, other than Permitted Liens.  After the transfer and absolute assignment, the
      Originator will mark its receivables systems to indicate that the receivables are no longer Receivables and may take any action necessary or advisable to transfer and absolutely assign the Reconveyed Receivables, free from any Lien of the Depositor,
      the Trust or the Master Collateral Agent.

    (c)            Enforcement of Obligation.  The Depositor will enforce each Originator’s reacquisition obligation under this Section 4.6.

    (d)            Acquisition Sole Remedy.  If a Receivable transferred to the Depositor from an Originator under Section 2.1 becomes a Bankruptcy Surrendered Receivable, the sole remedy of the Depositor, the Trust or Master Collateral Agent is
        to require such Originator to reacquire the Bankruptcy Surrendered Receivable under this Section 4.6.

    ARTICLE V

      OTHER AGREEMENTS

    Section 5.1.     No Petition.  Each Originator 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 or loans entered into 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 5.1 will
      survive the termination of this Agreement.

    Section 5.2.     Limited Recourse.  Each Originator agrees that any claim that it may seek to enforce against the Depositor under this Agreement is limited to
      the Originator Transferred Property transferred by such Originator only and is not a claim against the Depositor’s assets as a whole or against assets other than such Originator Transferred Property.

    Section 5.3.     Termination.  This Agreement will terminate when the Trust is terminated under the Trust Agreement.

    Section 5.4.     Merger, Consolidation, Succession or Assignment.  Any Person (a) into which an Originator is merged or consolidated, (b) resulting from a merger or consolidation
      to which an Originator is a party, (c) succeeding to an Originator’s business or (d) that is an Affiliate of an Originator to whom such Originator has assigned this Agreement, will be the successor to such Originator under this Agreement.  Except in
      such case where the successor entity is itself an Originator hereunder, within fifteen (15) Business Days after the merger, consolidation, succession or assignment, such Person will (i) execute an agreement to assume such Originator’s obligations
      under this Agreement and each other Transaction Document and

    
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    Series Related Document to which such Originator is a party (unless the assumption happens by operation of Law), (ii) deliver to the Trust, the Owner Trustee and the Master Collateral
      Agent an Officer’s Certificate and an Opinion of Counsel each stating that the merger, consolidation, succession or assignment and the assumption agreement comply with this Section 5.4 and (iii) notify the Rating Agencies, if applicable, of the
      merger, consolidation, succession or assignment.

    ARTICLE VI

      MISCELLANEOUS

    Section 6.1.     Amendments.

    (a)            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.

    (b)            Other Amendments.  Other than as set forth in Section 6.1(c), the parties to this Agreement, without the consent of any Creditor Representatives or Creditors, may also amend this Agreement for the purpose of adding any
        provisions to, or changing in any manner or eliminating any provisions of, this Agreement or modifying in any manner the rights of the Creditors under this Agreement if (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.

    (c)            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.

    (d)            Master Collateral Agent Consent.  The consent of the Master Collateral Agent will be required for any amendment under Sections 6.1(b) or (c) that has a material adverse effect on the rights, duties, obligations, immunities or
        indemnities of the Master Collateral Agent.

    (e)            Notice of Amendments.  Promptly after the execution of an amendment, the Depositor will deliver, or will cause the Administrator to deliver, a copy of the amendment to the Master Collateral Agent and the Rating Agencies, if
        applicable, and the Master Collateral Agent will notify the Creditors of the substance of the amendment.

    
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    (f)            Creditor Consent.  For any amendment to this Agreement requiring the consent of any Creditors, the Master Collateral Agent will, when directed by Trust Order, notify the Creditor Representatives to request consent and follow its
        reasonable procedures to obtain consent.  It shall not be necessary for the consent of any Creditors (acting through its Creditor Representative) 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.

    (g)            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.

    (h)            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 6.2.     Benefit of Agreement; Third-Party Beneficiaries.  This Agreement is for the benefit of and will be binding on the parties and their permitted
      successors and assigns.  The Trust and the Master Collateral Agent, for the benefit of the Secured Parties, will be third-party beneficiaries of this Agreement and may enforce this Agreement against each Originator.  No other Person will have any
      right or obligation under this Agreement.

    Section 6.3.     Notices.

    (a)            Notices to Parties.  All notices, requests, directions, consents, waivers or other communications to or from the parties must be in writing and will be considered received by the recipient:

    (i)            for personally delivered, express or certified mail or courier, when received;

    (ii)            for a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;

    (iii)            for an email, when receipt is confirmed by telephone or reply email from the recipient; and

    
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    (iv)            for an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without the requirement of confirmation of receipt) stating that the electronic posting has been made.

    (b)            Notice Addresses.  A notice, request, direction, consent, waiver or other communication must be addressed to the recipient at its address stated in Schedule A hereto or Schedule A to the Transfer and Servicing Agreement, which
        address the party may change at any time by notifying the other party.

    Section 6.4.     GOVERNING LAW.  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).

    Section 6.5.     Submission to Jurisdiction.  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.

    Section 6.6.     WAIVER OF JURY TRIAL.  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.

    Section 6.7.     No Waiver; Remedies.  No party’s failure or delay in exercising a power, right or remedy under this Agreement will operate as a waiver.  No
      single or partial exercise of a power, right or remedy will preclude any other or further exercise of the power, right or remedy or the exercise of any other power, right or remedy.  The powers, rights and remedies under this Agreement are in
      addition to any powers, rights and remedies under Law.

    Section 6.8.     Severability.  If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining
      Agreement and will not affect the validity, legality or enforceability of the remaining Agreement.

    Section 6.9.     Headings.  The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.

    Section 6.10.     Counterparts.  This Agreement may be executed in multiple counterparts. Each counterpart will be an original and all counterparts will
      together be one document.

    
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    Section 6.11.     Additional Originators.  The Originators may request that one or more Persons that is a direct or indirect subsidiary of Verizon from time to
      time join this Agreement as an additional Originator (each, an “Additional Originator”) by delivering to the Depositor and the Master Collateral Agent:

    (i)              an executed Originator Joinder Agreement substantially in the form of Exhibit B hereto;

    (ii)            a certificate of the Secretary or Assistant Secretary of such Additional Originator certifying (i) the resolutions of its governing body approving each Transaction Document and other Series Related Document to which it is a
        party, (ii) the name, signature, and authority of each officer who executes on its behalf a Transaction Document or other Series Related Document, (iii) its organizational documents certified by the Secretary of State or other appropriate official
        of its jurisdiction of organization, and (iv) a good standing certificate for such Additional Originator issued by the Secretary of State of the jurisdiction of its organization (or such other evidence of good standing as the Depositor may agree to
        accept);

    (iii)            a certificate of an authorized officer of such Additional Originator to the effect that (i) the representations and warranties contained in the Transaction Documents and other Series Related Documents to which it is a party (as
        from time to time amended, supplemented or modified) are true and correct; (ii) it is in compliance in all material respects with its covenants and agreements contained in this Agreement and the other Transaction Documents and other Series Related
        Documents to which it is a party; and (iii) this Agreement and the other Transaction Documents and other Series Related Documents to which it is a party have been duly authorized, executed and delivered by it pursuant to its limited liability
        company, corporate or partnership powers, as applicable, and assuming such Transaction Documents and other Series Related Documents have been duly executed by each other party thereto, such agreements constitute its legal, valid and binding
        obligation enforceable against it in accordance with their respective 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;

    (iv)            all instruments and other documents (including UCC-1 financing statements) required, to perfect the Depositor’s first priority ownership interest in the Receivables transferred by such Additional Originator and Collections with
        respect thereto contemplated by this Agreement in all appropriate jurisdictions;

    (v)            UCC search reports with respect to the Additional Originator from the office of the Secretary of State of the proper jurisdiction;

    (vi)            UCC-3 termination statements, duly authorized for filing, with respect to any UCC-1 financing statement which covers any Receivable transferred by such Additional Originator to the Depositor or Collections with respect thereto
        (other than UCC-1 financing statements filed in connection with this Agreement);

    
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    (vii)         opinions of counsel to such Additional Originator covering: (A) formation and existence, (B) due authorization, execution, delivery and enforceability of the Originator Joinder Agreement and any other agreement to which such Additional
        Originator is a party, (C) any legal or governmental proceedings, (D) no conflicts with material agreements or organizational documents, (E) no consents or authorizations, (F) UCC creation and perfection and (G) true sale and non-consolidation;

    (viii)        a certificate of such Additional Originator which certifies the name, title and signature of each of the officers of such Additional Originator who is authorized to submit requests on behalf of such Additional Originator; and

    (ix)            to the extent such Additional Originator is not a party to the Marketing Agent Agency Agreement, an executed Originator Joinder Agreement with respect to the Marketing Agent Agency Agreement, substantially in the form of Exhibit
        B to the Marketing Agent Agency Agreement.

    Upon acceptance by the Depositor of a duly executed and delivered Originator Joinder Agreement by such Additional Originator and the satisfaction of the other conditions set forth in
      this Section 6.11, such Additional Originator shall become party to, and have the rights and obligations of an Originator under this Agreement, and shall be bound by all the provisions hereof.

    Section 6.12.     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.

    [Remainder of Page Left Blank]

     

    

     

    

     

    

    
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    IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be executed by its duly authorized officer as of the date and year first above written.

     

    

    	
            AirTouch Cellular Inc. d/b/a Verizon Wireless,

            as an Originator

             

          	 	
            Allentown SMSA Limited Partnership d/b/a Verizon Wireless,

            By: Bell Atlantic Mobile Systems LLC, its General Partner,

            as an Originator

             

          
	
            ALLTEL Communications of North Carolina Limited Partnership d/b/a Verizon Wireless,

            By: Alltel Corporation, its General Partner,

            as an Originator

             

          	 	
            Alltel Corporation d/b/a Verizon Wireless,

            as an Originator

          
	
            Anderson CellTelCo d/b/a Verizon Wireless,

            By: Cellco Partnership, its General Partner,

            as an Originator

             

          	 	
            Athens Cellular, Inc. d/b/a Verizon Wireless,

            as an Originator

             

          
	
            Bell Atlantic Mobile Systems LLC d/b/a Verizon Wireless,

            as an Originator

             

          	 	
            Cellco Partnership d/b/a Verizon Wireless,

            as an Originator

          
	
            Chicago SMSA Limited Partnership d/b/a Verizon Wireless,

            By: Cellco Partnership, its General Partner,

            as an Originator

             

          	 	
            CommNet Cellular Inc. d/b/a Verizon Wireless,

            as an Originator

          
	
            Fresno MSA Limited Partnership d/b/a Verizon Wireless,

            By: Cellco Partnership, its General Partner,

            as an Originator

             

          	 	
            Gadsden CellTelCo Partnership d/b/a Verizon Wireless,

            By: Cellco Partnership, its General Partner,

            as an Originator

             

          
	
            Gold Creek Cellular of Montana Limited Partnership d/b/a Verizon Wireless,

            By: CommNet Cellular Inc., its General Partner,

            as an Originator

             

          	 	
            GTE Mobilnet of California Limited Partnership d/b/a Verizon Wireless,

            By: Cellco Partnership, its General Partner,

            as an Originator

             

          
	
            GTE Mobilnet of Florence, Alabama Incorporated d/b/a Verizon Wireless,

            as an Originator

             

          	 	
            GTE Mobilnet of Fort Wayne Limited Partnership d/b/a Verizon Wireless,

            By: Verizon Americas LLC, its General Partner,

            as an Originator

          


    

    

    

    

    
      20

      
        


    

    

    

    	
            GTE Mobilnet of Indiana Limited Partnership d/b/a Verizon Wireless,

            By: Verizon Americas LLC, its General Partner,

            as an Originator

             

          	 	
            GTE Mobilnet of Indiana RSA #3 Limited Partnership d/b/a Verizon Wireless,

            By: Verizon Americas LLC, its General Partner,

            as an Originator

             

          
	
            GTE Mobilnet of South Texas Limited Partnership d/b/a Verizon Wireless,

            By: Cellco Partnership, its General Partner,

            as an Originator

          	 	
            GTE Mobilnet of Terre Haute Limited Partnership d/b/a Verizon Wireless,

            By: Verizon Americas LLC, its General Partner,

            as an Originator

             

          
	
            GTE Mobilnet of Texas RSA #17 Limited Partnership d/b/a Verizon Wireless,

            By: Cellco Partnership, its General Partner,

            as an Originator

             

          	 	
            Idaho 6-Clark Limited Partnership d/b/a Verizon Wireless,

            By: Teton Cellular of Idaho Limited Partnership, its General Partner

            By: Teton Cellular Inc., its General Partner

            By: CommNet Cellular Inc., its Manager,

            as an Originator

             

          
	
            Illinois RSA 6 and 7 Limited Partnership d/b/a Verizon Wireless,

            By: Cellco Partnership, its General Partner,

            as an Originator

             

          	 	
            Indiana RSA 2 Limited Partnership,

            By: Cellco Partnership d/b/a Verizon Wireless, its General Partner,

            as an Originator

             

          
	
            Iowa 8 – Monona Limited Partnership d/b/a Verizon Wireless,

            By: CommNet Cellular Inc., its General Partner,

            as an Originator

             

          	 	
            Kentucky RSA No. 1 Partnership,

            By: Cellco Partnership d/b/a Verizon Wireless, its General Partner,

            as an Originator

             

          
	
            Los Angeles SMSA Limited Partnership, a California Limited Partnership d/b/a Verizon Wireless,

            By: AirTouch Cellular Inc., its General Partner,

            as an Originator

             

          	 	
            Muskegon Cellular Partnership,

            By: Cellco Partnership d/b/a Verizon Wireless, its Managing Partner,

            as an Originator

             

          
	
            New Mexico RSA 6-I Partnership d/b/a Verizon Wireless,

            By: Cellco Partnership, its General Partner,

            as an Originator

             

          	 	
            New Mexico RSA No. 5 Limited Partnership,

            By: Cellco Partnership d/b/a Verizon Wireless, its General Partner,

            as an Originator

             

          


    

    

    

    

    
      20

      
        


    

    

    

    	
            New York SMSA Limited Partnership d/b/a Verizon Wireless,

            By: Cellco Partnership, its General Partner,

            as an Originator

             

          	 	
            Northeast Pennsylvania SMSA Limited Partnership d/b/a Verizon Wireless,

            By: Cellco Partnership, its General Partner,

            as an Originator

             

          
	
            Omaha Cellular Telephone Company d/b/a Verizon Wireless,

            By: Cellco Partnership, its Managing General Partner,

            as an Originator

             

          	 	
            Petersburg Cellular Partnership d/b/a Verizon Wireless,

            By: Alltel Corporation, its Managing General Partner,

            as an Originator

             

          
	
            Pinnacles Cellular, Inc. d/b/a Verizon Wireless,

            as an Originator

             

          	 	
            Pittsburgh SMSA Limited Partnership d/b/a Verizon Wireless,

            By: Cellco Partnership, its General Partner,

            as an Originator

             

          
	
            Pittsfield Cellular Telephone Company d/b/a Verizon Wireless,

            By: Cellco Partnership, its General Partner,

            as an Originator

             

          	 	
            RSA 7 Limited Partnership d/b/a Verizon Wireless,

            By: Cellco Partnership, its General Partner,

            as an Originator

             

          
	
            Rural Cellular Corporation d/b/a Verizon Wireless,

            as an Originator

             

          	 	
            Sacramento-Valley Limited Partnership d/b/a Verizon Wireless,

            By: AirTouch Cellular Inc., its General Partner,

            as an Originator

             

          
	
            Seattle SMSA Limited Partnership d/b/a Verizon Wireless,

            By: Cellco Partnership, its General Partner,

            as an Originator

             

          	 	
            Texas RSA #11B Limited Partnership d/b/a Verizon Wireless,

            By: Alltel Corporation, its General Partner,

            as an Originator

             

          
	
            Tuscaloosa Cellular Partnership d/b/a Verizon Wireless,

            By: Cellco Partnership, its Managing General Partner,

            as an Originator

             

          	 	
            Verizon Americas LLC,

            as an Originator

             

          
	
            Verizon Wireless of the East LP d/b/a Verizon Wireless,

            By: Cellco Partnership, its General Partner,

            as an Originator

             

             

             

          	 	
            Virginia RSA 5 Limited Partnership,

            By: Cellco Partnership d/b/a Verizon Wireless, its General Partner,

            as an Originator

             

          


    

    

    

    

    
      20

      
        


    

    

    

    	
            Wasatch Utah RSA No. 2 Limited Partnership d/b/a Verizon Wireless,

            By: Cellco Partnership, its General Partner,

            as an Originator

             

          	 	
            Wisconsin RSA #1 Limited Partnership,

            By: Alltel Corporation d/b/a Verizon Wireless, its Managing Partner,

            as an Originator

             

          
	
            Wisconsin RSA #6 Partnership, LLP,

            By: Alltel Corporation d/b/a Verizon Wireless, its Managing Partner,

            as an Originator

             

          	 	
            Wisconsin RSA No. 8 Limited Partnership,

            By: Alltel Corporation d/b/a Verizon Wireless, its General Partner,

            as an Originator

             

          


    

    

    

    

    

    

    
      20

      
        


    

    

    

    By:________________________

    Kee Chan Sin

    
      21

      
        


    

    

    

    	
            As Vice President and Assistant Treasurer of

            AirTouch Cellular Inc. d/b/a Verizon Wireless

             

          	 	
            As Vice President and Assistant Treasurer of Bell Atlantic 

            Mobile Systems LLC acting on behalf of Allentown SMSA 

            Limited Partnership d/b/a Verizon Wireless

             

             

          
	
            As Vice President and Assistant Treasurer of

            Alltel Corporation acting on behalf of ALLTEL Communications 

            of North Carolina Limited Partnership d/b/a Verizon Wireless

             

          	 	
            As Vice President and Assistant Treasurer of Alltel 

            Corporation d/b/a Verizon Wireless

             

          
	
            As Vice President and Assistant Treasurer of

            Cellco Partnership acting on behalf of Anderson CellTelCo 

             d/b/a Verizon Wireless

             

          	 	
            As Vice President and Assistant Treasurer of Athens 

            Cellular, Inc. d/b/a Verizon Wireless

          
	
            As Vice President and Assistant Treasurer of Bell Atlantic 

            Mobile Systems LLC d/b/a Verizon Wireless

             

          	 	
            As Vice President and Assistant Treasurer of Cellco 

            Partnership d/b/a Verizon Wireless

          
	
            As Vice President and Assistant Treasurer of

            Cellco Partnership acting on behalf of Chicago SMSA Limited 

            Partnership d/b/a Verizon Wireless

             

          	 	
            As Vice President and Assistant Treasurer of CommNet 

            Cellular Inc. d/b/a Verizon Wireless

          
	
            As Vice President and Assistant Treasurer of

            Cellco Partnership acting on behalf of Fresno MSA Limited 

              Partnership d/b/a Verizon Wireless

             

          	 	
            As Vice President and Assistant Treasurer of Cellco Partnership 

            acting on behalf of Gadsden CellTelCo Partnership d/b/a Verizon 

            Wireless

             

            

          
	
            As Vice President and Assistant Treasurer of

            CommNet Cellular Inc. acting on behalf of Gold Creek 

            Cellular of Montana Limited Partnership

             

          	 	
            As Vice President and Assistant Treasurer of Cellco Partnership 

            acting on behalf of GTE Mobilnet of California Limited 

            Partnership d/b/a Verizon Wireless

             

          
	
            As Vice President and Assistant Treasurer of

             GTE Mobilnet of Florence, Alabama Incorporated 

             d/b/a Verizon Wireless

             

          	 	
            As Vice President and Assistant Treasurer of Verizon Americas 

            LLC acting on behalf of GTE Mobilnet of Fort Wayne Limited 

            Partnership d/b/a Verizon Wireless

             

          
	
            As Vice President and Assistant Treasurer of

            Verizon Americas LLC acting on behalf of GTE Mobilnet 

            of Indiana Limited Partnership d/b/a Verizon Wireless

             

             

          	 	
            As Vice President and Assistant Treasurer of Verizon Americas 

            LLC acting on behalf of GTE Mobilnet of Indiana RSA #3 Limited 

            Partnership d/b/a Verizon Wireless

             

          
	
            As Vice President and Assistant Treasurer of

            Cellco Partnership acting on behalf of GTE Mobilnet of 

            South Texas Limited Partnership d/b/a Verizon Wireless

             

          	 	
            As Vice President and Assistant Treasurer of Verizon Americas 

            LLC acting on behalf of GTE Mobilnet of Terre Haute Limited 

            Partnership d/b/a Verizon Wireless

             

          


    

    

    

      

    

    
      22

      
        


    

    	
            As Vice President and Assistant Treasurer of

            Cellco Partnership acting on behalf of GTE Mobilnet of 

            Texas RSA #17 Limited Partnership d/b/a Verizon Wireless

             

          	 	
            As Vice President and Assistant Treasurer of CommNet Cellular 

            Inc. acting on behalf of Teton Cellular Inc., acting on behalf of 

            Teton Cellular Idaho Limited Partnership, acting on behalf of 

            Idaho 6-Clark Limited Partnership d/b/a Verizon Wireless

             

          
	
            As Vice President and Assistant Treasurer of

            Cellco Partnership acting on behalf of Illinois RSA 6 and 7 

            Limited Partnership d/b/a Verizon Wireless

             

          	 	
            As Vice President and Assistant Treasurer of Cellco Partnership

             d/b/a Verizon Wireless acting on behalf of Indiana RSA 2 Limited 

            Partnership

             

          
	
            As Vice President and Assistant Treasurer of

            CommNet Cellular Inc. acting on behalf of Iowa 8 – Monona 

            Limited Partnership d/b/a Verizon Wireless

             

          	 	
            As Vice President and Assistant Treasurer of Cellco Partnership 

            d/b/a Verizon Wireless acting on behalf of Kentucky RSA No. 1 

              Partnership

             

          
	
            As Vice President and Assistant Treasurer of

            AirTouch Cellular Inc. acting on behalf of Los Angeles 

            SMSA Limited Partnership, a California Limited Partnership 

             d/b/a Verizon Wireless

             

          	 	
            As Vice President and Assistant Treasurer of Cellco Partnership 

            d/b/a Verizon Wireless acting on behalf of Muskegon Cellular 

            Partnership

             

          
	
            As Vice President and Assistant Treasurer of

            Cellco Partnership acting on behalf of New Mexico RSA 

            6-I Partnership d/b/a Verizon Wireless

             

          	 	
            As Vice President and Assistant Treasurer of Cellco Partnership 

            d/b/a Verizon Wireless acting on behalf of New Mexico RSA 

            No. 5 Limited Partnership

             

          
	
            As Vice President and Assistant Treasurer of

            Cellco Partnership acting on behalf of New York SMSA 

            Limited Partnership d/b/a Verizon Wireless

             

          	 	
            As Vice President and Assistant Treasurer of Cellco Partnership 

            

            acting on behalf of Northeast Pennsylvania SMSA Limited 

            Partnership d/b/a Verizon Wireless

             

          
	
            As Vice President and Assistant Treasurer of

            Cellco Partnership acting on behalf of Omaha Cellular 

            

            Telephone Company d/b/a Verizon Wireless

             

          	 	
            As Vice President and Assistant Treasurer of Alltel Corporation 

            acting on behalf of Petersburg Cellular Partnership d/b/a Verizon 

            Wireless

             

          
	
            As Vice President and Assistant Treasurer of Pinnacles 

            Cellular, Inc. d/b/a Verizon Wireless

             

          	 	
            As Vice President and Assistant Treasurer of Cellco Partnership

            

            acting on behalf of Pittsburgh SMSA Limited Partnership d/b/a 

            Verizon Wireless

             

          


    
      22

      
        


    

    

    

    	
            As Vice President and Assistant Treasurer of

            Cellco Partnership acting on behalf of Pittsfield Cellular 

            Partnership d/b/a Verizon Wireless

             

          	 	
            As Vice President and Assistant Treasurer of

            Cellco Partnership acting on behalf of RSA 7 

            Limited Partnership d/b/a Verizon Wireless

             

          
	
            As Vice President and Assistant Treasurer of

            Rural Cellular Corporation d/b/a Verizon Wireless

             

          	 	
            As Vice President and Assistant Treasurer of

            AirTouch Cellular Inc. acting on behalf of 

            Sacramento-Valley Limited Partnership d/b/a Verizon Wireless

             

          
	
            As Vice President and Assistant Treasurer of

            Cellco Partnership acting on behalf of Seattle SMSA Limited 

            Partnership d/b/a Verizon Wireless

             

          	 	
            As Vice President and Assistant Treasurer of

            Alltel Corporation acting on behalf of Texas RSA 

            #11B Limited Partnership d/b/a Verizon Wireless

             

          
	
            As Vice President and Assistant Treasurer of

            Cellco Partnership acting on behalf of Tuscaloosa Cellular 

            Partnership d/b/a Verizon Wireless

             

              

          	 	
            As Vice President and Assistant Treasurer of

            Verizon Americas LLC 

            

             

          
	
            As Vice President and Assistant Treasurer of

            Cellco Partnership acting on behalf of Verizon Wireless of 

            the East LP d/b/a Verizon Wireless

             

          	 	
            As Vice President and Assistant Treasurer of

            Cellco Partnership d/b/a Verizon Wireless acting on 

            behalf of Virginia RSA 5 Limited Partnership

             

          
	
            As Vice President and Assistant Treasurer of

            Cellco Partnership acting on behalf of Wasatch Utah RSA 

            No. 2 Limited Partnership d/b/a Verizon Wireless

             

          	 	
            As Vice President and Assistant Treasurer of

            Alltel Corporation d/b/a Verizon Wireless acting on behalf of Wisconsin RSA 

            #1 Limited Partnership

             

          
	
            As Vice President and Assistant Treasurer of

            Alltel Corporation d/b/a Verizon Wireless acting on behalf of Wisconsin RSA #6 

            Partnership, LLP

            

             

          	 	
            As Vice President and Assistant Treasurer of

            Alltel Corporation d/b/a Verizon Wireless acting on behalf of Wisconsin RSA 

            No. 8 Limited Partnership

             

          


    

    

    
      23

      
        


    

    

    

    

    

    VERIZON ABS II LLC,

      as Depositor

    

    

    

    

    By:______________________________
                                            

        Name:

        Title:

    
      24

      
        


    

    
    Schedule A

    

    

    

    

    List of Originators

      

    

    	
            Legal Name

          	
            Chief Executive Office

          	
            Jurisdiction

              of Organization

          
	
            AirTouch Cellular Inc.

          	
            15505 Sand Canyon Avenue

            Irvine, CA 92618

          	
            California

          
	
            Allentown SMSA Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Delaware

          
	
            ALLTEL Communications of North Carolina Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            North Carolina

          
	
            Alltel Corporation

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Delaware

          
	
            Anderson CellTelCo

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            District of Columbia

          
	
            Athens Cellular, Inc.

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Delaware

          
	
            Bell Atlantic Mobile Systems LLC

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Delaware

          
	
            Cellco Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Delaware

          
	
            Chicago SMSA Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Illinois

          
	
            CommNet Cellular Inc.

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Colorado

          
	
            Fresno MSA Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            California

          
	
            Gadsden CellTelCo Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Alabama

          
	
            Gold Creek Cellular of Montana Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Colorado

          
	
            GTE Mobilnet of California Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            California

          
	
            GTE Mobilnet of Florence, Alabama Incorporated

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Delaware

          
	
            GTE Mobilnet of Fort Wayne Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Delaware

          
	
            GTE Mobilnet of Indiana Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Indiana

          
	
            GTE Mobilnet of Indiana RSA #3 Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Indiana

          
	
            GTE Mobilnet of South Texas Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Delaware

          
	
            GTE Mobilnet of Terre Haute Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Delaware

          
	
            GTE Mobilnet of Texas RSA #17 Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Delaware

          
	
            Idaho 6-Clark Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Idaho

          


    

    

    

    

    
      SchA-1

      
        


    

    
    
      	
              Legal Name

            	
              Chief Executive Office

            	
              Jurisdiction

                of Organization

            


    

    	
            Illinois RSA 6 and 7 Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Illinois

          
	
            Indiana RSA 2 Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Indiana

          
	
            Iowa 8-Monona Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Colorado

          
	
            Kentucky RSA No. 1 Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Delaware

          
	
            Los Angeles SMSA Limited Partnership, a California Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            California

          
	
            Muskegon Cellular Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            District of Columbia

          
	
            New Mexico RSA 6-I Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            New Mexico

          
	
            New Mexico RSA No. 5 Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Delaware

          
	
            New York SMSA Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            New York

          
	
            Northeast Pennsylvania SMSA Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Delaware

          
	
            Omaha Cellular Telephone Company

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Nebraska

          
	
            Petersburg Cellular Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Delaware

          
	
            Pinnacles Cellular, Inc.

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Delaware

          
	
            Pittsburgh SMSA Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Delaware

          
	
            Pittsfield Cellular Telephone Company

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Massachusetts

          
	
            RSA 7 Limited Partnership

          	
            One Verizon Place

              Alpharetta, GA 30004

          	
            Iowa

          
	
            Rural Cellular Corporation

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Minnesota

          
	
            Sacramento-Valley Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            California

          
	
            Seattle SMSA Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Delaware

          
	
            Texas RSA #11B Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Delaware

          
	
            Tuscaloosa Cellular Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Alabama

          
	
            Verizon Americas LLC

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Delaware

          
	
            Verizon Wireless of the East LP

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Delaware

          
	
            Virginia RSA 5 Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Virginia

          
	
            Wasatch Utah RSA No. 2 Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Delaware

          


    

    

    

    

    
      EA-2

      
        


    

    
      	
              Legal Name

            	
              Chief Executive Office

            	
              Jurisdiction

                of Organization

            


    

    	
            Wisconsin RSA #1 Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Wisconsin

          
	
            Wisconsin RSA #6 Partnership, LLP

          	
            417 5th Avenue North

              Strum, WI 54770

          	
            Wisconsin

          
	
            Wisconsin RSA No. 8 Limited Partnership

          	
            One Verizon Way

            Basking Ridge, NJ 07920

          	
            Delaware

          


    
      EA-3

      
        


    

    
    

    

    Exhibit A

    

    

    

    

    Form of Acquisition Notice

    U.S. Bank National Association,

    as Master Collateral Agent

    Global Structured Finance

    190 South LaSalle Street,

    Chicago, IL 60603

    MK-IL-SL7

    Attn: Global Structure Finance/Verizon Master Trust

    

    

    Verizon ABS II LLC

    One Verizon Way

    Basking Ridge, NJ 07920

    Attn: Chief Financial Officer

    

    

    Verizon Master Trust

    c/o Wilmington Trust, National Association

    Rodney Square North, 1100 North Market Street

    Wilmington, DE 19890-1600

    Attn: Corporate Trust Administration

    

    

    

    

    Acquisition Notice: Verizon Master Trust

    Ladies and Gentlemen:

    Under Section 2.1(c) of the Originator Receivables Transfer Agreement, dated as of May 25, 2021 (the “Transfer Agreement”), between the various Originators
      party thereto from time to time and Verizon ABS II LLC, as Depositor, we notify the Master Collateral Agent, the Depositor and the Trust that on [____], 20[__], [___], 20[_] and [___], 20[_] (each, an “Acquisition Date”) (x) under the Transfer
      Agreement, the Originators listed on Schedule I transferred to the Depositor the Receivables listed on the related Schedule of Receivables for [(i)] an aggregate Receivables Cash Transfer Amount for such Receivables of $[] [and (ii) an increase in
      the value of the Class A Certificate [of $[______]] ; (y) under the Transfer and Servicing Agreement, dated as of May 25, 2021, among Verizon Master Trust, as Trust, Verizon ABS II LLC, as Depositor, and Cellco, as Servicer, Marketing Agent and
      Custodian (the “Transfer and Servicing Agreement”), the Depositor transferred to the Trust such Receivables for the Receivables Transfer Amount for such Receivables in the form of [(i)] the Receivables Cash Transfer Amount[ and (ii) an
      increase in the Class B Certificate Principal Balance [of $[_______]]; and (z) (I) the Group to which such Receivables were designated, (II) the applicable Group Pool Balance, (III) the Required Pool Balance for the Group to which such Receivables
      were designated and (IV) the Excess Concentration Amount and Ineligible Amount, in each case, for each Series of the Group to which such Receivables were designated and for

    
      EA-1

      
        


    

    

    

    which Credit Extensions are Outstanding as of the related Acquisition Date, in each case after giving effect to the acquisition of Receivables on such Acquisition Date and the
      designation of such Receivables as Group Receivables for each such Group and calculated as of the related Measurement Date, are as follows:

    	
            1.  Pool Balance [Identify Group]:

          	 
	
            2.  Required Pool Balance [Identify Group]:

          	 
	
            3.  Excess Concentration Amount [Identify Series and Group]

          	 
	
            4.  Ineligible Amount [Identify Series and Group]

          	 
	
            5.  Cutoff Date

          	 


    

    

    Capitalized terms used but not defined herein will have the meanings provided in Appendix A of the Master Collateral Agency and Intercreditor Agreement, dated as of
      May 25, 2021, among Verizon Master Trust, as Trust, Cellco Partnership d/b/a Verizon Wireless, as Servicer, U.S. Bank National Association, as Master Collateral Agent, and the Creditor Representatives from time to time party thereto.

    [The Servicer is directed to cause the Master Collateral Agent to withdraw from the Collection Account (or utilize Collections in respect of the Receivables designated
      to the Group to which the Receivables acquired on an Acquisition Date were designated) on the related Acquisition Date]1, the Receivables Cash Transfer Amount set forth
      above and deliver that amount to the Depositor who shall deliver such amount to the applicable Originators.  The Trust, the Depositor and each Originator listed on Schedule I hereto each represents and warrants to each of the others that the
      Receivables Transfer Amount set forth above is equal to the fair market value of the Receivables and either the other Originator Transferred Property transferred to the Depositor by such Originator or the Depositor Transferred Property transferred to
      the Trust by the Depositor, as applicable.

    [Remainder of Page Left Blank]

     

    

     

    

     

    

    

    

    

    1 Revise as necessary.

    
      EA-2

      
        


    

    

    

    Very truly yours,

      

      

      CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS,

          as Administrator

    

    

    

    

    

    

    By                                                                                                  

    Name:

    Title:

    
      EA-3

      
        


    

    Schedule I to Exhibit A

    

    

    

    

    List of Originators

    

    

    

    

    

    

    
      
        


    

    
    Exhibit B

    FORM OF ORIGINATOR JOINDER AGREEMENT

    THIS ORIGINATOR JOINDER AGREEMENT, dated as of _____________, 20___ (this “Agreement”) is executed by _________, a ______________ organized
      under the laws of _______________ (the “Additional Originator”), with its principal place of business located at _______________________________.

    BACKGROUND:

    1.            The various originators from time to time party thereto, as Originators and Verizon ABS II LLC, as Depositor, are parties to that certain Originator Receivables Transfer Agreement, dated as of May 25, 2021 (the “Originator
          Receivables Transfer Agreement”).

    2.            The Additional Originator desires to become an Originator pursuant to Section 6.11 of the Originator Receivables Transfer Agreement.

    NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Additional Originator hereby agrees as follows:

    SECTION 1.                    Definitions.  Capitalized terms used in this Agreement and not otherwise defined herein are defined in Appendix A to the Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021,
        among Verizon Master Trust, as Trust, Cellco Partnership d/b/a Verizon Wireless, as Servicer, U.S. Bank National Association, as Master Collateral Agent, and the Creditor Representatives from time to time party thereto.  Appendix A also contains
        usage rules that apply to this Agreement.  Appendix A is incorporated by reference into this Agreement.

    SECTION 2.                  Transaction Documents and Series Related Documents.  The Additional Originator hereby agrees that it shall be bound by all of the terms, conditions and provisions of, and shall be deemed to be a party
        to (as if it were an original signatory to), the Originator Receivables Transfer Agreement and each of the other relevant Transaction Documents and other Series Related Documents.  From and after the later of the date hereof and the date that the
        Additional Originator has complied with all of the requirements of Section 6.11 of the Originator Receivables Transfer Agreement, the Additional Originator shall be an Originator for all purposes of the Originator Receivables Transfer Agreement and
        all other Transaction Documents and other Series Related Documents.  The Additional Originator hereby acknowledges that it has received copies of the Originator Receivables Transfer Agreement and each of the other Transaction Documents and other
        Series Related Documents.

    SECTION 3.                          Further Assurances.  The Additional Originator agrees and acknowledges that at any time and from time to time upon the written request of the Depositor or the Master Collateral Agent, it will execute
        and deliver such further documents and do such further acts and things as the Depositor or the Master Collateral Agent may reasonably request in order to effect the purposes of this Agreement.

    
      EB-1

      
        


    

    

    

    SECTION 4.                  Representations and Warranties of the Additional Originator.  The Additional Originator hereby makes all of the representations and warranties set forth in Sections 3.1, 3.2 and 3.3 of the Originator
        Receivables Transfer Agreement as of the date hereof (unless such representations or warranties expressly relate to an earlier date, in which case as of such earlier date), as if such representations and warranties were fully set forth herein.  The
        Additional Originator hereby represents and warrants that all information on Schedule A hereto is true and complete in all respects as of the date hereof.

    SECTION 5.                   GOVERNING LAW.  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).

    SECTION 6.                WAIVER OF TRIAL BY JURY.  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.

    SECTION 7.                    Miscellaneous.  This Agreement is executed by the Additional Originator for the benefit of the Depositor and its assigns, and each of the foregoing parties may rely hereon.  This Agreement shall be
        binding upon, and shall inure to the benefit of, the Additional Originator and its successors and permitted assigns.  Each of the parties hereto hereby agrees that no party hereto shall be deemed to be the drafter of this Agreement.  This Agreement
        may be executed by different parties on any number of counterparts, each of which constitute an original and all of which, taken together, constitute one and the same agreement.

    SECTION 8.                   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.

    [Remainder of Page Left Blank]

    
      EB-2

      
        


    

    

    

    IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed by its duly authorized officer as of the date and year first above
      written.

    [NAME OF ADDITIONAL ORIGINATOR]

    

    

    

    

    By:                                                                                              

    Name:                                                                                              

    Title:                                                                                              

    

    

    

    

    

    

    VERIZON ABS II LLC,

          as Depositor

    

    

    

    

    

    

    By                                                                                                  

    Name:

    Title:

    
      EB-3

      
        


    

    
    SCHEDULE A

      

      

      ADDRESS AND NAME OF ADDITIONAL ORIGINATOR

    

    

    	
            Legal Name

          	
            Chief Executive Office

          	
            Jurisdiction

              of Organization

          
	 	 	 


    

    

    

    

  

  

  

  SA-1