Exhibit 10.2

    

  Execution Version

    

   

  

   

  

  
    
      


    

    

    

    

    

    

    ORIGINATOR RECEIVABLES TRANSFER AGREEMENT

    

    

    between

    

    

    THE VARIOUS ORIGINATORS FROM TIME TO TIME PARTY HERETO,

      as Originators

    

    

    and

    

    

    VERIZON ABS LLC,

      as Depositor

    

    

    

    

    

    

    

    

    

    

    Dated as of August 12, 2020

    

      

    

    

    

    
      


    

    

    

    

    
      
        


    

    
    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

            	
              5

            
	
              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

            	
              12

            
	
              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

            
	
              Section 4.7.

            	
              Regulation RR Risk Retention

            	
              13

            
	
              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

            	
              15

            
	
              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

            
	
              Section 6.10.

            	
              Counterparts

            	
              16

            


      

      

      
        
          -i-

          
            


        

        TABLE OF CONTENTS

        (continued)

        Page

        

      

      	
              Section 6.11.

            	
              Additional Originators

            	
              16

            
	
              Section 6.12.

            	
              Electronic Signatures

            	
              18

            


    

     

    

    

    

    

    

    

    
      	
              Schedule A

            	
              Schedule of Receivables

            	
              SA-1

            
	
              Schedule B

            	
              List of Originators

            	
              SB-1

            
	
              Exhibit A

            	
              Form of Receivables Transfer Notice

            	
              EA-1

            
	
              Exhibit B

            	
              Form of Originator Joinder Agreement

            	
              EB-1

            


    

    

    

    
      -ii-

      
        


    

    
    ORIGINATOR RECEIVABLES TRANSFER AGREEMENT, dated as of August 12, 2020 (this “Agreement”), between THE VARIOUS ORIGINATORS FROM TIME TO TIME PARTY HERETO (each, an “Originator”),





      and VERIZON ABS LLC, a Delaware limited liability company, as depositor (the “Depositor”).

     

    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 a securitization transaction sponsored by Cellco Partnership d/b/a Verizon Wireless (“Cellco”) in which Verizon Owner Trust 2020-B, as issuer (the “Issuer”),





      will issue Notes secured by a pool of Receivables consisting of device payment plan agreements, the Originators have determined to transfer a pool of Receivables and related property on the Closing Date and additional pools of Receivables and related
      property from time to time to the Depositor, who will subsequently transfer them to the Issuer.

     

    The parties agree as follows:

     

    ARTICLE I

      USAGE AND DEFINITIONS

     

    Section 1.1.  Usage and Definitions.  Capitalized terms used but not defined in this Agreement are defined in Appendix A to the Transfer and Servicing Agreement, dated as
        of August 12, 2020, among the Issuer, the Depositor and Cellco, as servicer (in such capacity, the “Servicer”), as marketing agent (in such capacity, the “Marketing Agent”) and as custodian (in such capacity, the “Custodian”).  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) Transfer





          and Absolute Assignment of Initial Receivables.  Effective on the Closing Date and immediately before the transactions under the Transfer and Servicing Agreement, the Trust Agreement and the Indenture, each Originator transfers and absolutely
        assigns to the Depositor, without recourse (other than such Originator’s obligations under this Agreement), all of such Originator’s right, title and interest, whether now owned or later acquired, in the Initial Receivables originated by such
        Originator and the other related Originator Transferred Property.  The Initial Receivables transferred by each Originator will be set forth in the electronic file delivered to the Depositor on the Closing Date.

     

    (b) Transfers





          and Absolute Assignments of Additional Receivables.  Subject to the satisfaction of the conditions in Section 2.1(d), 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

     

    
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    interest, whether then owned or later acquired, in the Additional 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 Issuer) on each Acquisition Date, which Receivables will be set forth in the electronic file
      containing the Schedule of Receivables delivered on the date of the Transfer Notice for such Acquisition Date.

     

    (c) 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.

     

    (d) Conditions





          for Transfers of Additional Receivables.  The transfers and absolute assignments of the Additional 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) Transfer Notice.  At least two (2) Business Days before each Acquisition Date, the Administrator shall deliver to the Depositor, the Issuer and the Indenture Trustee a Transfer Notice for the Additional Receivables to be
        transferred and absolutely assigned on that Acquisition Date, which will specify the Additional Receivables Transfer Amount, and will have delivered with it an electronic file containing the Schedule of Receivables; and

     

    (ii) Originator’s Certifications.  Each Originator transferring Additional 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 Additional 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 absolute assignment of the related Additional 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 Sections 3.1, 3.2 (solely with respect to the related Additional Receivables) and 3.3 (solely with respect to the related Additional
              Receivables) will be true and correct as of the Acquisition Date.

          


     

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

     

    
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    Section 2.2.  Acquisition of Receivables.

     

    (a) Acquisition





          of Initial Receivables.  In consideration for the Initial Receivables and the other related Originator Transferred Property, the Depositor will distribute to the Originators $24,810,396.89 in the aggregate on the Closing Date, and will
        transfer collectively to the Originators a portion of the Class A Certificate for the benefit of each Originator in proportion to the Initial Receivables transferred by each Originator.  The Depositor, on the one hand, and each Originator, on the
        other hand, represents and warrants to the other that the amount distributed by the Depositor to such Originator on the Closing Date, together with the portion of the Class A Certificate allocated to such Originator, is equal to the fair market
        value of the Initial Receivables and the other related Originator Transferred Property transferred by such Originator to the Depositor on the Closing Date.

     

    (b) Acquisition





          of Additional Receivables.  In consideration for the Additional Receivables and the other related Originator Transferred Property transferred by the Originators, the Depositor will (i) distribute to the Originators the Additional Receivables
        Cash Transfer Amount for such Additional 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 Additional Receivables Transfer
        Amount over the Additional Receivables Cash Transfer Amount for such Additional Receivables, in the form of an increase in the beneficial interest in the Issuer held by the Originators, as evidenced by the Class A Certificate, in each case, for the
        benefit of each Originator in proportion to the Additional 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 Additional 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 Issuer and (b) under the Indenture, the Issuer will assign and pledge the Originator Transferred Property and related property
        and rights to the Indenture Trustee for the benefit of the Secured Parties.

     

    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 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

     

    
      -3-

      
        


    

    by such Originator under this Agreement, all amounts payable as principal of or interest on the Notes, all amounts payable as Servicing Fees under the Transfer and Servicing Agreement and all other amounts
      payable by the Issuer under the Transaction 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 Closing Date 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 Issuer under the Transfer and Servicing Agreement and the pledge of the Originator Transferred
        Property by the Issuer to the Indenture Trustee under the Indenture:

     

    (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 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 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 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 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 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.

     

    
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    (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 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 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 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.

     

    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 the Closing Date
        (for the Initial Receivables) and each Acquisition Date (for the related Additional 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 Issuer under the Transfer and Servicing Agreement and the pledge of the Originator Transferred Property by the Issuer to the Indenture Trustee under the Indenture, 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

     

    
      -5-

      
        


    

    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.

     

    (iii) It
        has caused as of the Closing Date, and will cause as of each Acquisition Date, 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 Closing Date or the related Acquisition Date, as applicable), in each case, all appropriate financing statements and financing statement amendments in the proper filing office in the appropriate 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 Closing Date or 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

     

    
      -6-

      
        


    

    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.  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 (the “Eligibility Representation”).  Such representation and warranty is made as of the Closing Date (for the Initial Receivables) and
        each Acquisition Date (for the related Additional Receivables) or other dates stated and will survive the transfer and absolute assignment of the Receivables transferred by such Originator to the Depositor under this Agreement and by the Depositor
        to the Issuer under the Transfer and Servicing Agreement and the pledge of such Receivables by the Issuer to the Indenture Trustee under the Indenture.  Any inaccuracy in the Eligibility Representation will be deemed not to constitute a breach of
        the Eligibility Representation if such inaccuracy does not affect the ability of the Issuer 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.  A Receivable will be an Eligible Receivable if:

     

    (a) as of
        the related Cutoff Date, the Obligor on the account for such Receivable had a billing address in the United States or in a territory of the United States;

     

    (b) as of
        the related Cutoff Date, the remaining term of the Receivable is less than or equal to 24 months;

     

    (c) the
        Receivable did not contain a contractual right to an upgrade of the Device related to such device payment plan agreement, at the time such Receivable was originated;

     

    (d) the
        origination date of the Receivable was at least fifteen (15) days prior to the related Cutoff Date;

     

    (e) as of
        the related Cutoff Date, as indicated on the records of the Originator or one of its Affiliates, the Obligor on the account for such Receivable maintains service with Verizon Wireless;

     

    (f) under
        the Receivable, there is no prepayment penalty;

     

    (g) as of
        the related Cutoff Date, as indicated on the records of the Originator or one of its Affiliates, the Receivable is not associated with the account of a business customer or government customer;

     

    (h) as of
        the related Cutoff Date, the Obligor on the account for such Receivable is not indicated to be subject to a current bankruptcy proceeding on the records of the related Originator or one of its Affiliates, acting as its agent;

     

    (i) as of
        the related Cutoff Date, the Receivable is not a Receivable that is part of an account (A) on which any amount is thirty-one (31) days or more Delinquent by the Obligor or (B) that is in “suspend” or “disconnect” status (including as a result of
        the application of the Servicemembers Civil Relief Act, as amended) in accordance with the Servicing Procedures;

     

    
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    (j) the
        Receivable is denominated and payable only in U.S. dollars;

     

    (k) the
        Obligor under such Receivable is required to make payments no less frequently than monthly under the related device payment plan agreement;

     

    (l) as of
        the related Cutoff Date, the outstanding balance of the Receivable does not exceed $2,500;

     

    (m) as of
        the related Cutoff Date, either (i) at least one (1) monthly payment made by the Obligor under the related device payment plan agreement has been received with respect to the related Receivable or (ii) the related Obligor has at least one (1) year
        of Customer Tenure with Verizon Wireless;

     

    (n) the
        Receivable was originated in, and is subject to the Laws of, a jurisdiction which permits the transfer and assignment of the Receivable, and the terms of the Receivable do not contain a requirement that the related Obligor consent to the transfer
        or assignment of the rights to payment of the related Originator under such Receivable;

     

    (o) at
        the time of origination, the Receivable complied in all material respects with any requirements of Law applicable thereto;

     

    (p) the
        Receivable constitutes the legal and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms (except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or similar
        Laws relating to and limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or in law)); and

     

    (q) as of
        the related Cutoff Date, neither the Originator’s receivables systems nor the Receivable File indicates that the Receivable was satisfied or rescinded.

     

    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 or the Indenture Trustee that the 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 has a material adverse effect on the Issuer.  Such Originator will have the option to cure such breach.  For the avoidance of doubt, the Indenture Trustee
        shall have no obligation to give the notice set forth in the first sentence of this Section unless a Responsible Person of the Indenture Trustee has actual knowledge of such breach or has received written notice identifying the specific Receivable
        or Receivables for which the Eligibility Representation was breached.  None of the Depositor, the Servicer, the Owner Trustee, the Indenture Trustee, the Parent Support Provider, the Marketing Agent or the Administrator will have an obligation to
        investigate whether a breach of the Eligibility Representation has occurred or whether any Receivable is required to be reacquired under this Section 3.4.  In addition, with respect to 60-Day Delinquent Receivables subject to an Asset
        Representations Review, the related Originator will have the sole ability to determine if there was non-compliance with the Eligibility Representation made by it with respect to those

     

    
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    60-Day Delinquent Receivables that constitutes a breach, and whether to reacquire or acquire, as applicable, those Receivables from the Issuer.

     

    (b) Reacquisition





          of Receivables; Payment of Acquisition Amount.  If an Originator chooses to cure a breach of the Eligibility Representation that has a material adverse effect on the Issuer, 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 and (ii) had a material adverse effect on the Issuer, then such Originator must
        reacquire any such Receivable transferred by it to the Depositor for which the Eligibility Representation was breached.  Each Originator will reacquire the Receivables transferred by it to the Depositor as described in the immediately preceding
        sentence by remitting the Acquisition Amount for the related Receivables 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, on such Payment Date).

     

    (c) Transfer





          and Assignment of Reacquired Receivable.  When an Originator’s payment of the Acquisition Amount for its Receivables becomes included in Available Funds for a Payment Date, the Issuer will be deemed to have transferred and absolutely assigned
        to such Originator, effective as of the last day of the Collection Period before the related Collection Period, all of the Issuer’s right, title and interest in such Receivables and all security and documents relating to such Receivables.  The
        transfer and absolute assignment will not require any action by the Depositor, the Issuer or the Indenture Trustee and will be without recourse, representation or warranty by the Depositor or the Issuer, except that such Receivables are 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 receivables are no longer Receivables and may take any action necessary or advisable to transfer and
        absolutely assign the Acquired Receivables, free from any Lien of the Depositor, the Issuer or the Indenture Trustee.

     

    (d) Reacquisition





          Sole Remedy.  The sole remedy against any Originator for a breach of an Originator’s 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 Issuer 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 Closing Date 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 to which it is a party.

     

    
      -9-

      
        


    

    (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 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 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 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 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 to which it is a party and the performance of the transactions contemplated by this Agreement or any other Transaction 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 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 to which it is a party by the Depositor, and the performance by it of the transactions contemplated by the Transaction 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

     

    
      -10-

      
        


    

    Transaction 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.

     

    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.

     

    
      -11-

      
        


    

    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 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 Closing Date or the related Acquisition Date, as applicable, 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.

     

    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 representative) access to the records and documents to conduct a
        review of such Originator’s performance under this Agreement and the 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 Acquisition Amount.  If a Receivable becomes a Bankruptcy Surrendered Receivable, the related Originator must reacquire any such Receivable from the Issuer.  Each Originator will reacquire any
        Bankruptcy Surrendered Receivables by remitting the Acquisition 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, will not exceed five percent (5%) of the aggregate Principal Balance of all
        Receivables (calculated as of the Initial Cutoff Date) transferred by that Originator to the Depositor and by the Depositor to the Issuer on the Closing Date, and no Originator shall be required to reacquire any Bankruptcy Surrendered Receivables
        in excess of such limit.

     

    (b) Transfer





          and Assignment of Reacquired Receivable.  When an Originator’s payment of the Acquisition Amount for its Bankruptcy Surrendered Receivables becomes included in Available Funds for a Payment Date, the Issuer will be deemed to have transferred
        and absolutely assigned to such Originator, effective as of the last day of the Collection Period before the related Collection Period, all of the Issuer’s right, title and interest in such Bankruptcy Surrendered Receivables and all security and
        documents relating to such Bankruptcy Surrendered Receivables.  The transfer and absolute assignment will not require any action by

     

    
      -12-

      
        


    

    the Depositor, the Issuer or the Indenture Trustee and will be without recourse, representation or warranty by the Depositor or the Issuer, except that such Bankruptcy Surrendered Receivables are 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 receivables are no longer Receivables and may take any action necessary or advisable to transfer and
      absolutely assign the Acquired Receivables, free from any Lien of the Depositor, the Issuer or the Indenture Trustee.

     

    (c) Enforcement





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

     

    Section 4.7.  Regulation RR Risk Retention.  Each Originator agrees that it (i) shall collectively with the other Originators, retain,
        directly or through their nominee, the Residual Interest on the Closing Date and (ii) shall not sell, transfer, finance or hedge the Residual Interest except as permitted by the U.S. Credit Risk Retention Rules.

     

    ARTICLE V

      OTHER AGREEMENTS

     

    Section 5.1.  No Petition.  Each Originator agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after the payment in
        full of (a) all securities issued by the Depositor or by a trust for which the Depositor was a depositor or (b) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against, (i) the Depositor or (ii) the
        Issuer, 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 Issuer 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 Transaction Document to which such Originator is a party (unless the assumption happens by operation of Law), (ii) deliver to the Issuer, the Owner Trustee and the Indenture Trustee 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 of the merger, consolidation,
        succession or assignment.

     

    
      -13-

      
        


    

    ARTICLE VI

      MISCELLANEOUS

     

    Section 6.1.  Amendments.

     

    (a) Amendments





          to Clarify and Correct Errors and Defects.  The parties may amend this Agreement to clarify an ambiguity, correct an error or correct or supplement any term of this Agreement that may be defective or inconsistent with the other terms of this
        Agreement, in each case, without the consent of the Noteholders, the Certificateholders or any other Person.  The parties may amend any term or provision of this Agreement from time to time for the purpose of conforming the terms of this Agreement
        to the description thereof in the Prospectus, without the consent of Noteholders, the Certificateholders or any other Person.

     

    (b) Other





          Amendments.  Other than as set forth in Section 6.1(c), the parties may amend this Agreement to add any provisions to, or change in any manner or eliminate any provisions of, this Agreement or for the purpose of modifying in any manner the
        rights of the Noteholders under this Agreement, with the consent of the Certificateholders, if either (x) the Issuer or the Administrator delivers an Officer’s Certificate to the Indenture Trustee and the Owner Trustee stating that the amendment
        will not have a material adverse effect on the Noteholders or (y) the Rating Agency Condition is satisfied with respect to such amendment.

     

    (c) Amendments





          Requiring Consent of Noteholders and Certificateholders.

     

    (i) This Agreement may also be amended from time to time by the parties hereto, with prior written notice to the Rating Agencies and the Indenture Trustee and, (x) if the interests of the Noteholders are materially and adversely affected,
        with the consent of the Noteholders of the Notes evidencing at least a majority of the Note Balance of the Controlling Class of Notes and (y) if the interests of the Certificateholders are materially and adversely affected, with the consent of the
        Certificateholders evidencing a majority of the Percentage Interest, 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
        Noteholders or Certificateholders under this Agreement.

     

    (ii) No amendment to this Agreement may, without the consent of all adversely affected Noteholders or Certificateholders, as applicable, (i) change the applicable Final Maturity Date on a Note or change the principal amount of or
        interest rate or Make-Whole Payment on a Note or (ii) modify the percentage of the Note Balance of the Notes or the Controlling Class required for any action.

     

    It shall not be necessary for the consent of the Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section 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 Noteholder consenting to any amendment shall be deemed to agree that such amendment does not have a material
      adverse effect on such Noteholder.  The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Transaction Document) and of

     

    
      -14-

      
        


    

    evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe.

     

    (d) Indenture





          Trustee Consent.  The consent of the Indenture Trustee will be required for any amendment pursuant to Sections 6.1(b) or (c) that has a material adverse effect on the rights, obligations, immunities or indemnities of the Indenture Trustee.

     

    (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 Indenture Trustee and the Rating Agencies, and the Indenture Trustee will
        notify the Noteholders of the substance of the amendment.

     

    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 Issuer and the Indenture Trustee, 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

     

    (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 B to the Transfer and Servicing Agreement or in Schedule B to this 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).

     

    
      -15-

      
        


    

    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.

     

    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:

     

    (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 to which it is a party, (ii) the name, signature, and
        authority of each officer who executes on its behalf a Transaction 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 to which it is a party (as from time to time amended,
        supplemented or modified) are true

     

    
      -16-

      
        


    

    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 to which it is a party; and
      (iii) this Agreement and the other Transaction 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 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);

     

    (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.

     

    
      -17-

      
        


    

    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.

     

    	
            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

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

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

          


    

    

    
      
        


    

    	
            By: Verizon Americas LLC, its General Partner,

            as an Originator

          	 	
            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 Managing Agent,

            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

          	 	
            Iowa RSA 5 Limited Partnership,

            By: Verizon Americas LLC d/b/a Verizon Wireless, its General Partner,

            as an Originator

          
	 	 	 
	
            Iowa RSA No. 4 Limited Partnership,

            By: Verizon Americas LLC d/b/a Verizon Wireless, 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

          


    

    

    
      
        


    

    	
            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

          
	 	 	 
	
            Northern New Mexico Limited Partnership,

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

            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

          	 	
            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, its Managing Partner,

            as an Originator

          	 	
            Wisconsin RSA #6 Partnership, LLP,

            By: Alltel Corporation, its Managing Partner,

            as an Originator

          
	 	 	 
	
            Wisconsin RSA No. 8 Limited Partnership,

            By: Alltel Corporation, its General Partner,

            as an Originator

          	 	 


    

    

    

    

    

    

    

    

    

    

    

    

    

    

    
      
        


    

    
      	
              By:    

              

            	
              
                /s/ Kee Chan Sin                        

                  

              

            
	 	
              Kee Chan Sin

            


    

    

    

    	
            As Vice President and Assistant Treasurer of AirTouch Cellular Inc.

             

          	 	
            As Vice President and Assistant Treasurer of Bell Atlantic Mobile Systems LLC acting on behalf of Allentown SMSA Limited Partnership

          
	 	 	 
	
            As Vice President and Assistant Treasurer of Alltel Corporation acting on behalf of ALLTEL Communications of North Carolina  Limited Partnership

          	 	
            As Vice President and Assistant Treasurer of Alltel Corporation

          
	 	 	 
	
            As Vice President and Assistant Treasurer of Cellco Partnership acting on behalf of Anderson CellTelCo

          	 	
            As Vice President and Assistant Treasurer of Athens Cellular, Inc.

          
	 	 	 
	
            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

          	 	
            As Vice President and Assistant Treasurer of CommNet Cellular Inc.

          
	 	 	 
	
            As Vice President and Assistant Treasurer of Cellco Partnership acting on behalf of Fresno MSA Limited Partnership

          	 	
            As Vice President and Assistant Treasurer of Cellco Partnership acting on behalf of Gadsden CellTelCo Partnership

          
	 	 	 
	
            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

             

          
	 	 	 
	
            As Vice President and Assistant Treasurer of GTE Mobilnet of Florence, Alabama Incorporated

             

          	 	
            As Vice President and Assistant Treasurer of Verizon Americas LLC acting on behalf of GTE Mobilnet of Fort Wayne Limited Partnership

          
	 	 	 
	
            As Vice President and Assistant Treasurer of Verizon Americas LLC acting on behalf of GTE Mobilnet of Indiana Limited Partnership

          	 	
            As Vice President and Assistant Treasurer of Verizon Americas LLC acting on behalf of GTE Mobilnet of Indiana RSA #3 Limited Partnership

          
	 	 	 
	
            As Vice President and Assistant Treasurer of Cellco Partnership acting on behalf of GTE Mobilnet of South Texas Limited Partnership

          	 	
            As Vice President and Assistant Treasurer of

          


    

    

    
      
        


    

    	 	 	
            Verizon Americas LLC acting on behalf of GTE Mobilnet of Terre Haute Limited Partnership

          
	 	 	 
	
            As Vice President and Assistant Treasurer of Cellco Partnership acting on behalf of GTE Mobilnet of Texas RSA #17 Limited Partnership

          	 	
            As Vice President and Assistant Treasurer of Verizon Americas LLC 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

          	 	
            As Vice President and Assistant Treasurer of Cellco Partnership acting on behalf of Illinois RSA 6 and 7 Limited Partnership

          
	 	 	 
	
            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

          
	 	 	 
	
            As Vice President and Assistant Treasurer of Verizon Americas LLC d/b/a Verizon Wireless acting on behalf of Iowa RSA 5 Limited Partnership

          	 	
            As Vice President and Assistant Treasurer of Verizon Americas LLC d/b/a Verizon Wireless acting on behalf of Iowa RSA No. 4 Limited Partnership

          
	 	 	 
	
            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

          
	 	 	 
	
            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

          
	 	 	 
	
            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

          
	 	 	 
	
            As Vice President and Assistant Treasurer of Cellco Partnership acting on behalf of Northeast Pennsylvania SMSA Limited Partnership

          	 	
            As Vice President and Assistant Treasurer of CommNet Cellular Inc. d/b/a Verizon Wireless acting on behalf of Northern New Mexico Limited Partnership

          
	 	 	 
	
            As Vice President and Assistant Treasurer of Cellco Partnership acting on behalf of Omaha Cellular Telephone Company

          	 	
            As Vice President and Assistant Treasurer of Alltel Corporation acting on behalf of Petersburg Cellular Partnership

          


    
      
        


    

    	
            As Vice President and Assistant Treasurer of Pinnacles Cellular, Inc.

          	 	
            As Vice President and Assistant Treasurer of Cellco Partnership acting on behalf of Pittsburgh SMSA Limited Partnership

          
	 	 	 
	
            As Vice President and Assistant Treasurer of Cellco Partnership acting on behalf of Pittsfield Cellular Partnership

          	 	
            As Vice President and Assistant Treasurer of Cellco Partnership acting on behalf of RSA 7 Limited Partnership

          
	 	 	 
	
            As Vice President and Assistant Treasurer of Rural Cellular Corporation

          	 	
            As Vice President and Assistant Treasurer of AirTouch Cellular Inc. acting on behalf of Sacramento-Valley Limited Partnership

          
	 	 	 
	
            As Vice President and Assistant Treasurer of Cellco Partnership acting on behalf of Seattle SMSA Limited Partnership

          	 	
            As Vice President and Assistant Treasurer of Alltel Corporation acting on behalf of Texas RSA #11B Limited Partnership

          
	 	 	 
	
            As Vice President and Assistant Treasurer of Cellco Partnership acting on behalf of Tuscaloosa Cellular Partnership

          	 	
            As Vice President and Assistant Treasurer of Cellco Partnership acting on behalf of Verizon Wireless of the East LP

          
	 	 	 
	
            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

          
	 	 	 
	
            As Vice President and Assistant Treasurer of Alltel Corporation acting on behalf of Wisconsin RSA #1 Limited Partnership

             

          	 	
            As Vice President and Assistant Treasurer of Alltel Corporation acting on behalf of Wisconsin RSA #6 Partnership, LLP

          
	 	 	 
	
            As Vice President and Assistant Treasurer of Alltel Corporation acting on behalf of Wisconsin RSA No. 8 Limited Partnership

             

          	 	 


    

    

     

    
      
        


    

    
      	 	
              VERIZON ABS LLC,

            
	 	 	
              as Depositor

            
	 	 	 
	 	 	 
	 	
              By:  

            	
              /s/ Kee Chan Sin                                           

                

            
	 	 	
              Name:   Kee Chan Sin

            
	 	 	
              Title:     Chief Financial Officer

            


    

     

    

    

    

    

    

    

    

    

    

    

    
      
        


    

    
    Schedule A

    

    

    

    

    Schedule of Receivables

      

      Delivered Electronically to Depositor at Closing

     

     

    

     

    

     

    

     

    

     

    

     

    

     

    

     

    

    
      SA-1

      
        


    

    
    Schedule B

    

    

    

    

    List of Originators

     
      	
              Legal Name

            	
              Chief Executive Office

            	
              Jurisdiction

                of Organization

            
	
              Cellco Partnership

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              Delaware

            
	
              Alltel Corporation

            	
              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

            
	
              New York SMSA Limited Partnership

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              New York

            
	
              Chicago SMSA Limited Partnership

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              Illinois

            
	
              Illinois RSA 6 and 7 Limited Partnership

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              Illinois

            
	
              GTE Mobilnet of California Limited Partnership

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              California

            
	
              GTE Mobilnet of South Texas Limited Partnership

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              Delaware

            
	
              Verizon Wireless of the East LP

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              Delaware

            
	
              Sacramento-Valley Limited Partnership

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              California

            
	
              Seattle SMSA Limited Partnership

            	
              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

            
	
              Verizon Americas LLC

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              Delaware

            
	
              Pittsburgh SMSA Limited Partnership

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              Delaware

            
	
              CommNet Cellular Inc.

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              Colorado

            
	
              Gold Creek Cellular of Montana Limited Partnership

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              Colorado

            
	
              Fresno MSA Limited Partnership

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              California

            
	
              AirTouch Cellular Inc.

            	
              15505 Sand Canyon Avenue

              Irvine, CA 92618

            	
              California

            
	
              ALLTEL Communications of North Carolina  Limited Partnership

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              North Carolina

            
	
              Bell Atlantic Mobile Systems LLC

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              Delaware

            
	
              Omaha Cellular Telephone Company

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              Nebraska

            
	
              Rural Cellular Corporation

            	
              One Verizon Way

            	
              Minnesota

            


      

      

      
        SB-1

        
          


      

      	
              Legal Name

            	
              Chief Executive Office

            	
              Jurisdiction

                of Organization

            
	 	
              Basking Ridge, NJ 07920

            	 
	
              Northeast Pennsylvania SMSA Limited Partnership

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              Delaware

            
	
              Allentown SMSA Limited Partnership

            	
              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

            
	
              Gadsden CellTelCo Partnership

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              Alabama

            
	
              GTE Mobilnet of Florence, Alabama Incorporated

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              Delaware

            
	
              GTE Mobilnet of Indiana RSA #3 Limited Partnership

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              Indiana

            
	
              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

            
	
              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

            
	
              Iowa RSA 5 Limited Partnership

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              Delaware

            
	
              Iowa RSA No. 4 Limited Partnership

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              Delaware

            
	
              Kentucky RSA No. 1 Partnership

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              Delaware

            
	
              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

            
	
              Northern New Mexico Limited Partnership

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              Colorado

            
	
              Petersburg Cellular Partnership

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              Delaware

            
	
              Pinnacles Cellular, Inc.

            	
              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

            
	
              Texas RSA #11B Limited Partnership

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              Delaware

            


      

      

      
        SB-2

        
          


      

      	
              Legal Name

            	
              Chief Executive Office

            	
              Jurisdiction

                of Organization

            
	
              Tuscaloosa Cellular Partnership

            	
              One Verizon Way

              Basking Ridge, NJ 07920

            	
              Alabama

            
	
              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

            
	
              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

            


       

      

       

      

       

      

       

        

        

        

      

       

      

    

    
      SB-3

      
        


    

    
    Exhibit A

     

    

    

    

    

    Form of Transfer Notice

     

    U.S. Bank National Association,

    as Indenture Trustee and Note Paying Agent

    190 South LaSalle Street

    Chicago, IL 60603

    MK-IL-SL7C

    Attn: Global Structured Finance / VZOT 2020-B

    

    

    Verizon ABS LLC

    1 Verizon Way

    Basking Ridge, NJ 07920

    Attn: Treasurer

    

    

    Verizon Owner Trust 2020-B

    c/o Wilmington Trust, National Association

    Rodney Square North, 1100 North Market Street

    Wilmington DE 19890-1600

    Attn: Corporate Trust Administration

    

    

    Transfer Notice: Verizon Owner Trust 2020-B

     

    Ladies and Gentlemen:

     

    Under (i) Section 2.1(d) of the Originator Receivables Transfer Agreement, dated as of August 12, 2020 (the “Originator Transfer Agreement”), between the various Originators party
      thereto from time to time and Verizon ABS LLC, as Depositor, and (ii) Section 2.1(d) of the Master Trust Receivables Transfer Agreement, dated as of August 12, 2020 (the “Master Trust Transfer Agreement” and, together with the Originator
      Transfer Agreement, the “Transfer Agreements”), among the Master Trust, Cellco Partnership d/b/a Verizon Wireless (“Cellco”), as Servicer, and Verizon ABS LLC, as Depositor, we notify the Indenture Trustee, the Depositor and the Issuer
      that (x) under the Transfer Agreements, the Master Trust and each of the Originators listed on Schedule I will transfer to the Depositor the Additional Receivables listed on the Schedule of Receivables delivered in an electronic file with this
      Transfer Notice for [(i)] an aggregate Additional Receivables Cash Transfer Amount for such Additional Receivables of $[] (the “Current Additional Receivables Cash Transfer Amount”) on [], 20[_] (the “Acquisition Date”), which Current
      Additional Receivables Cash Transfer Amount will be allocated between the Master Trust and the applicable Originators as set forth in the immediately following paragraph [and (ii) an increase in the value of the Class A Certificate [of $[____]] and
      (y) under the Transfer and Servicing Agreement, dated as of August 12, 2020, among Verizon Owner Trust 2020-B, as Issuer, Verizon ABS LLC, as Depositor, and Cellco, as Servicer, Marketing Agent and Custodian (the “Transfer and Servicing Agreement”),





      the Depositor will transfer to the Issuer the Additional Receivables listed on the Schedule of

     

    
      EA-1

      
        


    

    Receivables delivered in an electronic file with this Transfer Notice for the Additional Receivables Transfer Amount for such Additional Receivables in the form of [(i)] the Current Additional Receivables
      Cash Transfer Amount on the Acquisition Date [and (ii) an increase in the Class B Certificate Principal Balance of $[____]].  Capitalized terms used but not defined herein are defined in Appendix A to the Transfer and Servicing Agreement.

     

    The Indenture Trustee or Note Paying Agent is directed to withdraw from the Acquisition Account on the Acquisition Date the Current Additional Receivables Cash Transfer Amount set forth in
      the immediately preceding paragraph and deliver that amount to the Depositor who shall deliver $[_________] to the Master Trust and $[_______] to the applicable Originators.  The Issuer, the Depositor, the Master Trust and each Originator listed on
      Schedule I hereto each represents and warrants to each of the others that the Additional Receivables Transfer Amount set forth in the immediately preceding paragraph is equal to the fair market value of the Additional Receivables and either the other
      Originator Transferred Property transferred to the Depositor by such Originator, the Master Trust Transferred Property transferred to the Depositor by the Master Trust or the Depositor Transferred Property transferred to the Issuer by the Depositor,
      as applicable.

     

    [Remainder of Page Left Blank]

     

    

    

     

    

    

     

    

    

     

     

    

    

    

     

    
      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

    
      
        


    

    Schedule II to Exhibit A

     

    

    

    

    

    Schedule of Receivables

     

    

    

    Delivered Electronically to Depositor on the Acquisition Date

     

    

    

    

    

    

    

    

    

    

    

    

    

    
      Schedule II to Exhibit A

    

    
      
        


    

    
    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 LLC, as Depositor, are parties to that certain Originator Receivables Transfer Agreement, dated as of August 12, 2020 (as amended, restated,
        supplemented or otherwise modified from time to time, 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 or in the Originator Receivables Transfer Agreement are defined in Appendix A to the Transfer and Servicing Agreement, dated as of August 12, 2020, among Verizon Owner Trust 2020-B, as Issuer,
        Verizon ABS LLC, as Depositor, and Cellco Partnership d/b/a Verizon Wireless, as Servicer, Marketing Agent and Custodian.  Appendix A also contains usage rules that apply to this Agreement.  Appendix A is incorporated by reference into this
        Agreement.

     

    SECTION 2.   Transaction 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.  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.  The Additional Originator hereby acknowledges that it has received copies of the Originator
        Receivables Transfer Agreement and each of the other Transaction 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, it will execute and deliver such further documents and do such further acts and things as the Depositor may reasonably
        request in order to effect the purposes of this Agreement.

     

    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

     

    
      EB-1

      
        


    

    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.

     

    [Signature Pages Follow]

     

     

    

     

    

     

    

     

    

    
      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 LLC,

          
	 	 	
            as Depositor

          
	 	 	 
	 	 	 
	 	 	 
	 	
            By

          	
                                                                                     

          
	 	 	
            Name:

          
	 	 	
            Title:

          


    

    

    

    

    

    

    

    

    
      EB-3

      
        


    

    SCHEDULE A TO EXHIBIT B

      

      ADDRESS AND NAME OF ADDITIONAL ORIGINATOR

     

    

    

    	
            Legal Name

          	
            Chief Executive Office

          	
            Jurisdiction

              of Organization

          
	
             

             

            

          	 	 


    

    

    * A location where substantially all records may be accessed.

    

    

  

   

    

   

  
   

    

   

    

   

    

   

  
   

    

   

    

   

    

  Schedule A to Exhibit B