Exhibit 10.12

      

    Execution Version

    

    

    

    

    

    

    

    
      EU/UK RISK RETENTION AGREEMENT

      

      

      May 25, 2022

       

      

      

      Re:   EU/UK Risk
            Retention Agreement / Series 2022-3

       

      Ladies and Gentlemen:

       

      1. Reference is hereby made to that certain Indenture, dated as of May 25, 2022 (the “Series 2022-3 Indenture”), between Verizon Master Trust, as trust (the “Trust”), and U.S. Bank National Association, as indenture
          trustee and note paying agent.  Capitalized terms used but not otherwise defined in this letter agreement (this “Agreement”) have the meanings set forth in (or by reference in) the Indenture.

       

      For the purposes of this Agreement, the term:

       

      (a) “EU Affected Investors” means “institutional investors” (as such term is defined for purposes of the EU Securitization Regulation) and any consolidated affiliate, wherever established or located, of an entity regulated
          under Regulation (EU) No 575/2013, as amended (the “CRR”), to the extent that Article 5 of the EU Securitization Regulation applies to investments by such consolidated affiliate by virtue of the CRR;

       

      (b) “EU Securitization Regulation” means Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017, as amended, and as supplemented by any applicable regulatory technical standards or
          implementing technical standards from time to time (including any technical standards applicable pursuant to transitional provisions);

       

      (c) “EU Securitization Regulation Rules” means (i) the EU Securitization Regulation, (ii) to the extent informing the interpretation of the EU Securitization Regulation, any official guidance published in relation thereto
          by the European Banking Authority, the European Central Bank, the European Securities and Markets Authority, the European Commission or the European Council (or in each case any predecessor or replacement organisation) or any other relevant
          competent authority (for the purposes of the EU Securitization Regulation) in the European Union and (iii) any implementing laws or regulations in force in any Member State of the European Union or the European Economic Area;

       

      (d) “EUWA” means the European Union (Withdrawal) Act 2018, as amended;

       

      (e) “Noteholder”
          means the Person in whose name a Note is registered on the Note Register;

       

      (f) “Notes”
          or “Note” means, collectively or individually, as the context may require, the Class A Notes, the Class B Notes and the Class C Notes of Series 2022-3;

       

      (g) “UK




            Affected Investors” means “institutional investors” (as such term is defined for purposes of the UK Securitization Regulation) and any consolidated affiliate, wherever established or located, of an entity regulated under Regulation (EU) No
          575/2013, as it

       

      
        
          


      

      
      forms part of UK domestic law by virtue of the EUWA (as amended, the “UK CRR”), to the extent that Article 5 of the UK Securitization Regulation applies to investments by such consolidated affiliate
        by virtue of the UK CRR;

       

      (h) “UK




            Securitization Regulation” means Regulation (EU) 2017/2402 (as applicable on December 31, 2020) as retained as part of the domestic law of the United Kingdom pursuant to the EUWA, and as amended by the Securitisation (Amendment) (EU Exit)
          Regulations 2019 (and as further amended from time to time); and

       

      (i) “UK




            Securitization Regulation Rules” means (i) the UK Securitization Regulation and (ii) to the extent informing the interpretation of the UK Securitization Regulation, (A) any relevant regulatory and/or implementing technical standards made or
          developed by the Financial Conduct Authority and the Prudential Regulation Authority in relation thereto, (B) any relevant regulatory and/or implementing technical standards that may be applicable in relation thereto pursuant to any transitional
          arrangements made pursuant to the UK Securitization Regulation, and, in each case, any official guidance published in relation thereto by the Financial Conduct Authority or the Prudential Regulation Authority (or their successors), and (C) any
          other implementing laws or regulations in force in the United Kingdom relating to the UK Securitization Regulation,

       

      2. This Agreement is being executed by each Originator for the benefit of the Trust and the Indenture Trustee (on behalf of each Noteholder that is an EU Affected Investor or a UK Affected Investor) and each such Person’s
          successors and assigns.

       

      3. Each Originator hereby confirms, represents and warrants as of the date of this Agreement and hereby covenants and agrees, that, until the date on which the Note Balance of each Class of Notes has been paid in full and with
          reference to both the EU Securitization Regulation Rules and the UK Securitization Regulation Rules, in each case as in effect and applicable on the Closing Date (and, save where indicated below, without taking into account any later amendment,
          supplement or replacement of or to the EU Securitization Regulation Rules or the UK Securitization Regulation Rules or any relevant national measures):

       

      (a) The Originators, as originators for purposes of the EU Securitization Regulation and the UK Securitization Regulation, shall retain, through their ownership of the beneficial interest in Verizon DPPA True-up Trust (the “True-up




            Trust”), on an ongoing basis a material net economic interest of not less than 5.0% in the securitization described in the prospectus relating to the Notes dated May 19, 2022, determined in accordance with Article 6 of the EU Securitization
          Regulation and Article 6 of the UK Securitization Regulation, each as in effect on the Closing Date, in the form of an originator’s interest of not less than 5.0% of the nominal value of the securitized exposures, as referred to in paragraph (b)
          of Article 6(3) of the EU Securitization Regulation and paragraph (b) of Article 6(3) of the UK Securitization Regulation, through the True-up Trust’s holding of Certificates, Class R interests and any retained Credit Extensions issued by the
          Trust, together giving the True-up Trust the right to receive distributions of (A) amounts not allocated to any Series and (B) amounts allocated to any Series and remaining after payments to Creditors (other than the True-up Trust) and other
          persons with respect to that Series, and in each case ranking pari passu with or subordinated to the credit risk that has been securitized with respect to those exposures (together, the “EU/UK Retained
            Interest”).

       

      
        2

        
          


      

      (b) The Originators shall hold the EU/UK Retained Interest on a pro rata basis, in proportion to the total nominal values of the Receivables originated by each of them and outstanding from
          time to time, by means of each Originator’s holding of a beneficial interest in the True-up Trust, which shall be adjusted from time to time, in proportion to the aggregate nominal values of Receivables originated by such Originator and
          outstanding from time to time and the performance of those Receivables.

       

      (c) The EU/UK Retained Interest shall be measured as of the Closing Date, the last day of each Collection Period and each Payment Date.  For this purpose, (i) the amount of the EU/UK Retained Interest from time to time shall equal
          the sum of (A) the excess of the aggregate Principal Balance of all Eligible Receivables for any Series over the sum of the Adjusted Series Invested Amounts of all Series then outstanding, plus (B) the sum of the Required OC Amounts with respect
          to all Series, plus (C) the excess of the aggregate nominal values of the Receivables over the aggregate Principal Balance of all Eligible Receivables for any Series, and (ii) the aggregate nominal values of the Receivables shall be calculated
          without deduction for or on account of any Receivable having become a Written-Off Receivable after the Acquisition Date on which it was acquired by the Trust.

       

      (d) Without prejudice to paragraph 3(b), the Originators shall not, and shall procure that the True-up Trust does not, change the retention option or methodology used to calculate the EU/UK Retained Interest while any of the Notes
          are outstanding, except to the extent permitted under the EU Securitization Regulation Rules and the UK Securitization Regulation Rules, in each case as in effect at the time of such change.

       

      (e) The Originators shall not, and shall procure that the True-up Trust does not, hedge or otherwise mitigate its credit risk under or associated with the EU/UK Retained Interest or sell, transfer or otherwise surrender all or
          part of the rights, benefits or obligations arising from the EU/UK Retained Interest, except to the extent permitted under the EU Securitization Regulation Rules and the UK Securitization Regulation Rules, in each case as in effect at the time of
          such hedging, mitigation, sale, transfer or surrender.

       

      (f) The Originators shall confirm (or shall procure that Cellco confirms on behalf of itself and each of the other Originators) to the Servicer on a monthly basis, and hereby authorize the Servicer to so confirm in each Monthly
          Investor Report with respect to Series 2022-3, that they continue to hold the EU/UK Retained Interest in accordance with this Agreement.

       

      (g) In addition, the Originators shall provide (or shall procure that Cellco provides on behalf of itself and each of the other Originators) a confirmation to the Indenture Trustee that they continue to hold the EU/UK Retained
          Interest in accordance with this Agreement (i) promptly following the occurrence of an Amortization Event or an Event of Default and (ii) upon request of the Indenture Trustee on behalf of any Noteholder that is an EU Affected Investor or a UK
          Affected Investor following a material change in (1) the structural features that can materially impact on the performance of the Notes or (2) the risk characteristics of the Notes or the Receivables.

       

      4. Each of the Originators further represents and warrants to each of the Depositor, the Trust and the Indenture Trustee (on behalf of each Noteholder that is an EU Affected Investor or a UK Affected Investor) as follows, as of
          the date of this Agreement:

       

      
        3

        
          


      

      (a) it is validly existing and in good standing under the laws of its jurisdiction of organisation 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;

       

      (b) its execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on its part; and

       

      (c) this Agreement constitutes its legal, valid and binding obligation, 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 and, if applicable, the rights of creditors from time to time in effect or by general principles of equity.

       

      5. No amendment, waiver, supplement or other modification of this Agreement shall in any event be effective unless the same shall be in writing and signed by (a) Cellco on behalf of itself and each of the other Originators, (b)
          the Depositor, (c) the Administrator on behalf of the Trust and (d) either (1) without the consent of the Indenture Trustee if the Trust or the Administrator delivers an Officer’s Certificate to the Indenture Trustee stating that the Trust or the
          Administrator, as applicable, reasonably believes that the amendment will not result in the Originators’ holding of the EU/UK Retained Interest ceasing to comply with the EU Securitization Regulation Rules and the UK Securitization Regulation
          Rules, in each case as in effect as of the date of such Officer’s Certificate or otherwise have a material adverse effect on the Noteholders that are either EU Affected Investors or UK Affected Investors or (2) notwithstanding any conflicting
          provision of the Indenture, if the interests of the Noteholders that are either EU Affected Investors or UK Affected Investors are materially and adversely affected by such amendment, with the consent of the Indenture Trustee, acting at the
          written direction of all Noteholders that are EU Affected Investors or UK Affected Investors.  This Agreement shall be binding upon each of the Originators and shall inure to the benefit of the Depositor, the Administrator on behalf of the Trust,
          the Indenture Trustee (on behalf of each Noteholder that is an EU Affected Investor or a UK Affected Investor) and each such Person’s successors and assigns.  None of the Originators shall assign any of its obligations under this Agreement (other
          than to an Affiliate that becomes a successor to all the assets and liabilities of such Originator) without the prior written consent of the Indenture Trustee; provided that such consent shall not be required if the Trust or the Administrator
          delivers an Officer’s Certificate to the Indenture Trustee stating that the Trust or the Administrator, as applicable, reasonably believes that such assignment will not have a material adverse effect on the Noteholders.

       

      6. Each Originator agrees that, before the date that is two (2) years and one (1) day (or, if longer, any applicable preference period) after the payment in full of (a) all securities issued or loans entered into by the Depositor
          or by a trust for which the Depositor was a depositor or (b) the Credit Extensions, it will not start or pursue against, or join any other Person in starting or pursuing against, (i) the Depositor or (ii) the Trust, respectively, any bankruptcy,
          reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar Law.

       

      
        4

        
          


      

      7. THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE 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).

       

      8. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT:

       

      (A) IT HEREBY 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 PURPOSES OF ALL
          LEGAL PROCEEDINGS ARISING OUT OF, OR RELATING TO, THIS AGREEMENT. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH PROCEEDING AND ANY
          CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

       

      (B) 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
          WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

       

      9. Any Affiliate of the Originators or other person who from time to time becomes an Originator under the Originator Receivables Transfer Agreement may become a party to this Agreement upon the delivery to the Administrator, on
          behalf of the Trust, of an originator joinder agreement substantially in the form of Exhibit A hereto (an “Originator Joinder Agreement”).  Upon receipt by the Administrator, on behalf of the Trust, of such a duly executed and
          delivered Originator Joinder Agreement, such Originator shall become party to, and have the obligations of an Originator under, this Agreement.

       

      10. This Agreement shall become effective as of the date hereof.  This Agreement may be executed in multiple counterparts. Each counterpart will be an original and all counterparts will together be one document.  Delivery of an
          executed counterpart of a signature page to this Agreement by facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.

       

      11. Each




          party agrees that this Agreement may be electronically signed, and that any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

       

      12. This




          Agreement has been signed on behalf of the Trust by Wilmington Trust, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Trust.  In no event will Wilmington Trust, National Association in its
          individual capacity or as a beneficial owner of the Trust be liable for any agreements or other obligations of

       

      
        5

        
          


      

      the Trust under this Agreement.  For all purposes under this Agreement, the Owner Trustee is subject to, and entitled to the benefits of, the Trust Agreement.

       

      13. The
          Indenture Trustee is a third party beneficiary of this Agreement solely for the purpose of obtaining the benefit of the representations, warranties and covenants contained herein and under no circumstances shall it be deemed to have undertaken
          any obligations hereunder. For the avoidance of doubt, in no event shall the Indenture Trustee have any responsibility to monitor compliance with or be charged with knowledge of any of the EU Securitization Regulation Rules or the UK
          Securitization Regulation Rules, nor shall it be liable to any Noteholder or any party whatsoever for any violation of any of the EU Securitization Regulation Rules or the UK Securitization Regulation Rules or any similar provisions now or
          hereafter in effect or for any breach of any term of this Agreement.

       

      [Remainder of Page Left Blank]

       

      

      

       

      

      

       

      

      

       

      

      

       

      

      

       

      

      

       

      

      

       

      

      

       

      

      

       

      

      

       

      

      

       

      

      

       

      

      

       

      

      

       

      
        6

        
          


      

      Please

        acknowledge your acceptance of this Agreement by signing and returning the duplicate copy of this Agreement.

       

        

      

      	 	
              

                Very truly yours,

              

              

                  

              VERIZON MASTER TRUST

                 

              By: Wilmington Trust, National Association, not in

              its individual capacity, but solely as Owner Trustee

              

                

              

              By:  /s/ Jennifer A. Luce                                                 

                Name:  Jennifer A. Luce

                Title:    Vice President

              

            


      

      

      

      

      	 	
              VERIZON ABS II LLC,

              as Depositor

                

                

                By:  /s/ Kee Chan Sin                                                  

                Name:  Kee Chan Sin

                Title:    Chief Financial Officer

              

            


      

      

      

      

      

      

      

      
        
          


      

      THE ORIGINATORS:

      

      

      	
              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,

              By: Verizon Americas LLC, its General

              Partner,

              as an Originator

            	
              GTE Mobilnet of Indiana RSA #3 Limited

              Partnership d/b/a Verizon Wireless,

              By: Verizon Americas LLC, its General

              Partner,

              as an Originator

            
	 	 
	
              GTE Mobilnet of Indiana RSA #6 Limited

              Partnership d/b/a Verizon Wireless,

              By: Verizon Americas LLC, its General

              Partner,

              as an Originator

            	
              GTE Mobilnet of South Texas Limited

              Partnership d/b/a Verizon Wireless,

              By: Cellco Partnership, its General Partner,

              as an Originator

            
	 	 
	
              GTE Mobilnet of Terre Haute Limited

              Partnership d/b/a Verizon Wireless,

              By: Verizon Americas LLC, its General

              Partner,

              as an Originator

            	
              GTE Mobilnet of Texas RSA #17 Limited

              Partnership d/b/a Verizon Wireless,

              By: Cellco Partnership, its General Partner,

              as an Originator

               

            
	 	 
	
              Idaho 6-Clark Limited Partnership d/b/a

              Verizon Wireless,

              By: Teton Cellular of Idaho Limited

              Partnership, its General Partner

              By: Teton Cellular Inc., its General Partner

              By: CommNet Cellular Inc., its Manager,

              as an Originator

            	
              Illinois RSA 6 and 7 Limited Partnership

              d/b/a Verizon Wireless,

              By: Cellco Partnership, its General Partner,

              as an Originator

               

            
	 	 
	
              Indiana RSA 2 Limited Partnership d/b/a

              Verizon Wireless,

              By: Cellco Partnership d/b/a Verizon

              Wireless, its General Partner,

              as an Originator

            	
              Iowa 8 – Monona Limited Partnership d/b/a

              Verizon Wireless,

              By: CommNet Cellular Inc., its General

              Partner,

              as an Originator

            
	 	 
	
              Kentucky RSA No. 1 Partnership,

              By: Cellco Partnership d/b/a Verizon

              Wireless, its General Partner,

              as an Originator

               

            	
              Los Angeles SMSA Limited Partnership, a

              California Limited Partnership d/b/a

              Verizon Wireless,

              By: AirTouch Cellular Inc., its General

              Partner,

              as an Originator

            
	 	 
	
              Missouri RSA 2 Limited Partnership d/b/a

              Verizon Wireless,

              By: Alltel Corporation, its Managing

              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

            
	 	 
	
              Omaha Cellular Telephone Company d/b/a

              Verizon Wireless,

              By: Cellco Partnership, its Managing

              General Partner,

              as an Originator

            	
              Pascagoula Cellular Partnership,

              By: Alltel Corporation d/b/a Verizon

              Wireless, its Managing Partner,

              as an Originator

               

            
	 	 
	
              Pennsylvania RSA 1 Limited Partnership

              d/b/a Verizon Wireless,

              By: Cellco Partnership, its General Partner,

              as an Originator

            	
              Pennsylvania RSA No. 6 (I) Limited

              Partnership,

              By: Cellco Partnership, its 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 Managing

              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

            	
              Topeka Cellular Telephone Company, Inc.,

              as an Originator

               

            
	 	 
	
              Tuscaloosa Cellular Partnership d/b/a 

              Verizon Wireless,

              By: Cellco Partnership, its Managing 

              General Partner,

               as an Originator

            	
              Verizon Americas LLC,

              as an Originator

               

            
	 	 
	
              Verizon Wireless of the East LP d/b/a

              Verizon Wireless,

              By: Cellco Partnership, its General Partner,

              as an Originator

            	
              Virginia RSA 5 Limited Partnership d/b/a

              Verizon Wireless,

              By: Cellco Partnership, 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 d/b/a Verizon

              Wireless, its Managing Partner,

              as an Originator

            
	 	 
	
              Wisconsin RSA #6 Partnership, LLP,

              By: Alltel Corporation d/b/a Verizon

              Wireless, its Managing Partner,

              as an Originator

            	
              Wisconsin RSA No. 8 Limited Partnership,

              By: Alltel Corporation d/b/a Verizon

              Wireless, its General Partner,

              as an Originator

            
	 	 


       

      

       

      

       

      

       

      

       

      

       

      

      
        
          


      

      By: /s/ Kee Chan Sin                                     
          

                Kee Chan Sin

      

      

      

      

      
        
          


      

      	
              As Vice President and Assistant Treasurer of

              AirTouch Cellular Inc. d/b/a Verizon Wireless

               

            	
              As Vice President and Assistant Treasurer of Bell

              Atlantic Mobile Systems LLC acting on behalf of

              Allentown SMSA Limited Partnership d/b/a

              Verizon Wireless

            
	 	 
	
              As Vice President and Assistant Treasurer of

              Alltel Corporation acting on behalf of ALLTEL

              Communications of North Carolina Limited

              Partnership d/b/a Verizon Wireless

            	
              As Vice President and Assistant Treasurer of

              Alltel Corporation d/b/a Verizon Wireless

               

            
	 	 
	
              As Vice President and Assistant Treasurer of

              Cellco Partnership acting on behalf of Anderson

              CellTelCo d/b/a Verizon Wireless

            	
              As Vice President and Assistant Treasurer of

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

            
	 	 
	
              As Vice President and Assistant Treasurer of

               Bell Atlantic Mobile Systems LLC d/b/a 

              Verizon

              Wireless

            	
              As Vice President and Assistant Treasurer of

              Cellco Partnership d/b/a Verizon Wireless

            
	 	 
	
              As Vice President and Assistant Treasurer of

              Cellco Partnership acting on behalf of Chicago

              SMSA Limited Partnership d/b/a Verizon

              Wireless

            	
              As Vice President and Assistant Treasurer of

              CommNet Cellular Inc. d/b/a Verizon Wireless

            
	 	 
	
              As Vice President and Assistant Treasurer of

              Cellco Partnership acting on behalf of Fresno

              MSA Limited Partnership d/b/a Verizon Wireless

            	
              As Vice President and Assistant Treasurer of

              Cellco Partnership acting on behalf of Gadsden

              CellTelCo Partnership d/b/a Verizon Wireless

            
	 	 
	
              As Vice President and Assistant Treasurer of

              CommNet Cellular Inc. acting on behalf of Gold

              Creek Cellular of Montana Limited Partnership

            	
              As Vice President and Assistant Treasurer of

              Cellco Partnership acting on behalf of GTE

              Mobilnet of California Limited Partnership d/b/a

              Verizon Wireless

            
	 	 
	
              As Vice President and Assistant Treasurer of

              GTE Mobilnet of Florence, Alabama Incorporated

              d/b/a Verizon Wireless

            	
              As Vice President and Assistant Treasurer of

              Verizon Americas LLC acting on behalf of GTE

              Mobilnet of Fort Wayne Limited Partnership

              d/b/a Verizon Wireless

            
	 	 
	
              As Vice President and Assistant Treasurer of

              Verizon Americas LLC acting on behalf of 

              GTE Mobilnet of Indiana Limited Partnership 

              d/b/a Verizon Wireless

            	
              As Vice President and Assistant Treasurer of

              Verizon Americas LLC acting on behalf of 

              GTE Mobilnet of Indiana RSA #3 Limited 

              Partnership d/b/a Verizon Wireless

            
	 	 
	
              As Vice President and Assistant Treasurer of

              Verizon Americas LLC acting on behalf of GTE

              Mobilnet of Indiana RSA #6 Limited Partnership

              d/b/a Verizon Wireless

            	
              As Vice President and Assistant Treasurer of

              Cellco Partnership acting on behalf of GTE

              Mobilnet of South Texas Limited Partnership

              d/b/a Verizon Wireless

            
	 	 
	
              As Vice President and Assistant Treasurer of

            	
              As Vice President and Assistant Treasurer of

            


      

      

      
        
          


      

      	
              Verizon Americas LLC acting on behalf of GTE

              Mobilnet of Terre Haute Limited Partnership d/b/a

              Verizon Wireless

            	
              Cellco Partnership acting on behalf of GTE

              Mobilnet of Texas RSA #17 Limited Partnership

              d/b/a Verizon Wireless

            
	 	 
	
              As Vice President and Assistant Treasurer of

              CommNet Cellular Inc. acting on behalf of Teton

              Cellular Inc., acting on behalf of Teton Cellular

              Idaho Limited Partnership, acting on behalf of

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

              Wireless

            	
              As Vice President and Assistant Treasurer of

              Cellco Partnership acting on behalf of Illinois

              RSA 6 and 7 Limited Partnership d/b/a Verizon

              Wireless

            
	 	 
	
              As Vice President and Assistant Treasurer of

              Cellco Partnership d/b/a Verizon Wireless acting

              on behalf of Indiana RSA 2 Limited Partnership

               

            	
              As Vice President and Assistant Treasurer of

              CommNet Cellular Inc. acting on behalf of Iowa

              8 – Monona Limited Partnership d/b/a Verizon

              Wireless

            
	 	 
	
              As Vice President and Assistant Treasurer of

              Cellco Partnership d/b/a Verizon Wireless acting

              on behalf of Kentucky RSA No. 1 Partnership

            	
              As Vice President and Assistant Treasurer of

              AirTouch Cellular Inc. acting on behalf of Los

              Angeles SMSA Limited Partnership, a California

              Limited Partnership d/b/a Verizon Wireless

            
	 	 
	
              As Vice President and Assistant Treasurer of

              Alltel Corporation acting on behalf of Missouri

              RSA 2 Limited Partnership d/b/a Verizon Wireless

            	
              As Vice President and Assistant Treasurer of

              Cellco Partnership d/b/a Verizon Wireless acting

              on behalf of Muskegon Cellular Partnership

            
	 	 
	
              As Vice President and Assistant Treasurer of

              Cellco Partnership acting on behalf of New

              Mexico RSA 6-I Partnership d/b/a Verizon

              Wireless

            	
              As Vice President and Assistant Treasurer of

              Cellco Partnership d/b/a Verizon Wireless acting

              on behalf of New Mexico RSA No. 5 Limited

              Partnership

            
	 	 
	
              As Vice President and Assistant Treasurer of

              Cellco Partnership acting on behalf of New York

              SMSA Limited Partnership d/b/a Verizon

              Wireless

            	
              As Vice President and Assistant Treasurer of

              Cellco Partnership acting on behalf of Northeast

              Pennsylvania SMSA Limited Partnership d/b/a

              Verizon Wireless

            
	 	 
	
              As Vice President and Assistant Treasurer of

              Cellco Partnership acting on behalf of Omaha

              Cellular Telephone Company d/b/a Verizon

              Wireless

            	
              As Vice President and Assistant Treasurer of

              Alltel Corporation d/b/a Verizon Wireless acting

              on behalf of Pascagoula Cellular Partnership

            
	 	 
	
              As Vice President and Assistant Treasurer of

              Alltel Corporation acting on behalf of Petersburg

              Cellular Partnership d/b/a Verizon Wireless

            	
              As Vice President and Assistant Treasurer of

              Cellco Partnership acting on behalf of

              Pennsylvania RSA 1 Limited Partnership d/b/a

              Verizon Wireless

            
	 	 
	
              As Vice President and Assistant Treasurer of

              Cellco Partnership acting on behalf of

              Pennsylvania RSA No. 6 (I) Limited Partnership

            	
              As Vice President and Assistant Treasurer of

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

               

            
	 	 
	
              As Vice President and Assistant Treasurer of

            	
              As Vice President and Assistant Treasurer of

              Cellco Partnership acting on behalf of Pittsfield

              Cellular Partnership d/b/a Verizon Wireless

            


      

      

      
        
          


      

      	
              Cellco Partnership acting on behalf of Pittsburgh

              SMSA Limited Partnership d/b/a Verizon

              Wireless

            	 
	 	 
	
              As Vice President and Assistant Treasurer of

              Cellco Partnership acting on behalf of RSA 7

              Limited Partnership d/b/a Verizon Wireless

            	
              As Vice President and Assistant Treasurer of

              Rural Cellular Corporation d/b/a Verizon Wireless

               

            
	 	 
	
              As Vice President and Assistant Treasurer of

              AirTouch Cellular Inc. acting on behalf of

              Sacramento-Valley Limited Partnership d/b/a

              Verizon Wireless

            	
              As Vice President and Assistant Treasurer of

              Cellco Partnership acting on behalf of Seattle

              SMSA Limited Partnership d/b/a Verizon

              Wireless

            
	 	 
	
              As Vice President and Assistant Treasurer of

              Alltel Corporation acting on behalf of Texas RSA

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

            	
              As Vice President and Assistant Treasurer of

              Topeka Cellular Telephone Company, Inc.

               

            
	 	 
	
              As Vice President and Assistant Treasurer of

              Cellco Partnership acting on behalf of Tuscaloosa

              Cellular Partnership d/b/a Verizon Wireless

            	
              As Vice President and Assistant Treasurer of

              Verizon Americas LLC

            
	 	 
	
              As Vice President and Assistant Treasurer of

              Cellco Partnership acting on behalf of Verizon

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

            	
              As Vice President and Assistant Treasurer of

              Cellco Partnership d/b/a Verizon Wireless acting

              on behalf of Virginia RSA 5 Limited Partnership

            
	 	 
	
              As Vice President and Assistant Treasurer of

              Cellco Partnership acting on behalf of Wasatch

              Utah RSA No. 2 Limited Partnership d/b/a

              Verizon Wireless

            	
              As Vice President and Assistant Treasurer of

              Alltel Corporation d/b/a Verizon Wireless acting

              on behalf of Wisconsin RSA #1 Limited

              Partnership

            
	 	 
	
              As Vice President and Assistant Treasurer of

              Alltel Corporation d/b/a Verizon Wireless acting

              on behalf of Wisconsin RSA #6 Partnership, LLP

            	
              As Vice President and Assistant Treasurer of

              Alltel Corporation d/b/a Verizon Wireless acting

              on behalf of Wisconsin RSA No. 8 Limited

              Partnership

            
	 	 


       

      

       

      

       

      

       

      

      

        

        

        

        

        

        

        

      

      
        
          


      

      
      EXHIBIT A

      

      

      FORM OF ORIGINATOR JOINDER AGREEMENT

       

      THIS ORIGINATOR JOINDER AGREEMENT, dated as of [_____________], 20[___] (this “Agreement”) is among:

       

      (i) [________________] (the “Additional Originator”);

       

      (ii) VERIZON ABS II LLC (the “Depositor”); and

       

      (iii) VERIZON MASTER TRUST, as trust (the “Trust”).

       

      BACKGROUND:

       

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

       

      B. The various Originators from time to time party thereto, the Depositor and the Trust are parties to that certain EU/UK Risk Retention Agreement, dated as of May 25, 2022 (the “EU/UK Risk Retention Agreement”).

       

      C. The Additional Originator desires to become a party to the EU/UK Risk Retention Agreement.

       

      NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
        parties hereto hereby agree as follows:

       

      1. Definitions. 




          Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned thereto in, or by reference in, the EU/UK Risk Retention Agreement.

       

      2. Joinder. 




          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 EU/UK Risk Retention Agreement, as an
          Originator.  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 a
          party to the EU/UK Risk Retention Agreement, as an Originator, for all purposes thereof.  The Additional Originator hereby acknowledges that it has received a copy of the EU/UK Risk Retention Agreement.

       

      3. 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

       

      
        EA-1

        
          


      

      OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).

       

      4. 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.

       

      5. Miscellaneous. 




          This Agreement shall be binding upon, and shall inure to the benefit of, each of the parties hereto and their respective 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.

       

      6. Electronic




            Signatures.  Each party agrees that this Agreement may be electronically signed, and that any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and
          admissibility.

       

      [Remainder of Page Left Blank]

       

      

      

       

      

      

       

      

      

       

      

      

       

      

      

       

      

      

       

      

      

       

      

      

       

      

      

       

      

      

       

      
        EA-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 MASTER TRUST

            
	 	 
	 	 
	 	
              By:                                                                               

            
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	 
	 	
              VERIZON ABS II LLC,

            
	 	
              as Depositor

            
	 	 
	 	 
	 	
              By:                                                                               

            
	 	
              Name:

            
	 	
              Title:

            


      

      

      

      

    

    

      

      

      

    

    

  

  EA-3