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 [____], 20[_]

  

  

  

  

  

  

  

  

  
    
      	

            


    

    

    

    

    

  

  
    

    

  

  

  

  
    
      


  

  
  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 [___], 20[_] (this “Agreement”), is between THE VARIOUS ORIGINATORS FROM TIME TO TIME
    PARTY HERETO (each, an “Originator”), and VERIZON ABS II LLC, a Delaware limited liability company, as depositor (the “Depositor”).

  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 [___], 20[_], among the Trust, Cellco, as Servicer, [___], 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

  
    13

    
      


  

  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.

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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.

  
    	 	
            [_____],

          
	 	
            as an Originator

          
	 	 
	 	
            By:                                                                              

          
	 	
            Name:

          
	 	
            Title:

          
	 	 
	 	
            [_____],

          
	 	
            as an Originator

          
	 	 
	 	
            By:                                                                              

          
	 	
            Name:

          
	 	
            Title:

          
	 	 
	 	
            VERIZON ABS II LLC,

          
	 	
            as Depositor

          
	 	 
	 	 
	 	
            By:                                                                              

          
	 	
            Name:

          
	 	
            Title:

          


  

  

  

  

  

  

    

    

    

  

  
    

    

  

  
    
      


  

  
  Schedule A

  

  

  

  

  List of Originators

    

  

    	
            Legal Name

          	
            Chief Executive Office

          	
            Jurisdiction

              of Organization

          
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


  

  

  

  
    SchA-1

    
      


  

  
  Exhibit A

  

  

  

  

  Form of Acquisition Notice

  [___],

  as Master Collateral Agent

  [___]

  [___]

  

  

  Verizon ABS II LLC

  One Verizon Way

  Basking Ridge, New Jersey 07920

  Attn: Chief Financial Officer

  

  

  Verizon Master Trust

  [___]

  [___]

  [___]

  Attn: [___]

  

  

  Acquisition Notice: Verizon Master Trust

  Ladies and Gentlemen:

  Under Section 2.1(c) of the Originator Receivables Transfer Agreement, dated as of [___], 20[_] (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 [___], 20[_], 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 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:

  
    EA-1

    
      


  

  	
          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 [___], 20[_], among Verizon Master Trust, as Trust, Cellco Partnership d/b/a Verizon Wireless, as Servicer, [___], 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

  

  

  

  

  

  

  

  

  

  

  

    

    

    

    

    

    

    

    

    

    

    

    

    

    

  

  

  

  
    Schedule I to Exhibit A-1

    
      


  

  
  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 [___], 20[_] (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 [___], 20[_], among Verizon Master Trust, as Trust, Cellco Partnership d/b/a Verizon
      Wireless, as Servicer, [___], 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]

  

  

  

  

  

  

  

  

  
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  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:

          


    

    

  

  

  

  

  

  

  

  

  

  

  

  

  

  
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  SCHEDULE A

    

    ADDRESS AND NAME OF ADDITIONAL ORIGINATOR

   

  

  
    	
            Legal Name

          	
            Chief Executive Office

          	
            Jurisdiction

              of Organization

          
	 	 	 


  

  

  

  

  

  

  

  

  

  

  

  

  

  
    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

  

  

  

  

  

  SA-1