TRANSFER AND SERVICING AGREEMENT dated as of October 10, 2018 among VERIZON OWNER TRUST 2018-A, as Issuer, VERIZON ABS LLC, as Depositor, and CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, as Servicer, Marketing Agent and Custodian |
ORIGINATOR RECEIVABLES TRANSFER AGREEMENT dated as of October 10, 2018 between the various originators from time to time party thereto, as Originators, and VERIZON ABS LLC, as Depositor |
MASTER TRUST RECEIVABLES TRANSFER AGREEMENT dated as of October 10, 2018 among VERIZON DPPA MASTER TRUST, as Transferor, CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, as Servicer, and VERIZON ABS LLC, as Depositor and |
PARENT SUPPORT AGREEMENT dated as of October 10, 2018 made by VERIZON COMMUNICATIONS INC., as Parent Support Provider in favor of VERIZON ABS LLC, as Depositor, VERIZON OWNER TRUST 2018-A, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee for the benefit of the Noteholders |
(i) | the representations and warranties made by it in each of the Agreements are true and correct in all material respects both on and as of the date hereof and immediately after giving effect to this Amendment and the transactions contemplated hereby (except to the extent such representations and warranties relate solely to an earlier date and then are true and correct as of such earlier date); provided, however, in the case of a breach of a representation or warranty described in Section 2.5 of the Transfer and Servicing Agreement, Section 3.3 of the Originator Receivables Transfer Agreement or Section 3.3 of the Master Trust Receivables Transfer Agreement, such breach shall not result in a failure of this representation to be true and correct unless such breach is not timely cured or remedied in accordance with Section 2.5 of the Transfer and Servicing Agreement, Section 3.4 of the Originator Receivables Transfer Agreement or Section 3.4 of the Master Trust Receivables Transfer Agreement, as applicable; |
(ii) | the execution, delivery and performance by it of this Amendment are within its organizational powers, have been duly authorized by all necessary action, and do not contravene (1) its organizational documents, (2) any Law applicable to it, (3) any contractual restriction binding on or affecting it or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property; and |
(iii) | this Amendment, having been duly executed by each other party hereto, constitutes the legal, valid and binding obligation of such party, 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. |
Title: Assistant Vice President
Title: Assistant Vice President
Title: Vice President and Assistant Treasurer
Title: Chief Financial Officer
Title: Vice President and Assistant Treasurer
Title: Vice President and Assistant Treasurer
Cellco Partnership d/b/a Verizon Wireless, as an Originator | Alltel Corporation d/b/a Verizon Wireless, 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 | Chicago SMSA Limited Partnership d/b/a Verizon Wireless, 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 d/b/a Verizon Wireless, its General Partner, as an Originator | GTE Mobilnet of South Texas Limited Partnership d/b/a Verizon Wireless, Cellco Partnership, its General Partner, as an Originator | ||
GTE Mobilnet of California Limited Partnership d/b/a Verizon Wireless, By: Cellco Partnership d/b/a Verizon Wireless, its General Partner, as an Originator | Sacramento-Valley Limited Partnership d/b/a Verizon Wireless, By: AirTouch Cellular Inc., its General Partner, as an Originator | ||
Verizon Wireless of the East LP d/b/a Verizon Wireless, By: Cellco Partnership d/b/a Verizon Wireless, its General Partner, as an Originator | GTE Mobilnet of Indiana Limited Partnership d/b/a Verizon Wireless, By: GTE Wireless of the Midwest Incorporated, its General Partner, as an Originator | ||
Seattle SMSA Limited Partnership d/b/a Verizon Wireless, By: Cellco Partnership d/b/a Verizon Wireless, its General Partner, as an Originator | Pittsburgh SMSA Limited Partnership d/b/a Verizon Wireless, By: Cellco Partnership d/b/a Verizon Wireless, 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 d/b/a Verizon Wireless, 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 | Bell Atlantic Mobile Systems of Allentown, Inc. d/b/a Verizon Wireless, as an Originator | ||
ALLTEL Communications of North Carolina Limited Partnership d/b/a Verizon Wireless, By: Alltel Corporation, its General Partner, as an Originator | Verizon Wireless (VAW) LLC d/b/a Verizon Wireless, as an Originator |
Omaha Cellular Telephone Company d/b/a Verizon Wireless, By: Verizon Wireless (VAW) LLC, its Managing General Partner, as an Originator | Southwestco Wireless, Inc. d/b/a Verizon Wireless, as an Originator | ||
Rural Cellular Corporation d/b/a Verizon Wireless, as an Originator |
As Vice President and Assistant Treasurer of Cellco Partnership d/b/a Verizon Wireless | As Vice President and Assistant Treasurer of Alltel Corporation | ||
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 Chicago SMSA Limited Partnership | ||
As Vice President and Assistant Treasurer of Cellco Partnership d/b/a Verizon Wireless acting on behalf of New York SMSA Limited Partnership | As Vice President and Assistant Treasurer of Cellco Partnership d/b/a Verizon Wireless acting on behalf of GTE Mobilnet of South Texas Limited Partnership | ||
As Vice President and Assistant Treasurer of Cellco Partnership d/b/a Verizon Wireless acting on behalf of GTE Mobilnet of California Limited Partnership | 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 d/b/a Verizon Wireless acting on behalf of Verizon Wireless of the East LP | As Vice President and Assistant Treasurer of GTE Wireless of the Midwest Incorporated acting on behalf of GTE Mobilnet of Indiana Limited Partnership | ||
As Vice President and Assistant Treasurer of Cellco Partnership d/b/a Verizon Wireless acting on behalf of Seattle SMSA Limited Partnership | As Vice President and Assistant Treasurer of Cellco Partnership d/b/a Verizon Wireless acting on behalf of Pittsburgh SMSA Limited Partnership | ||
As Vice President and Assistant Treasurer of CommNet Cellular Inc. | As Vice President and Assistant Treasurer of Cellco Partnership d/b/a Verizon Wireless acting on behalf of Fresno MSA Limited 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 Bell Atlantic Mobile Systems of Allentown, Inc. |
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 Southwestco Wireless, Inc. | ||
As Vice President and Assistant Treasurer of Verizon Wireless (VAW) LLC acting on behalf of Omaha Cellular Telephone Company | As Vice President and Assistant Treasurer of Rural Cellular Corporation | ||
As Vice President and Assistant Treasurer of Verizon Wireless (VAW) LLC | |||
as Issuer,
as Depositor
as Servicer, Marketing Agent and Custodian
ARTICLE I USAGE AND DEFINITIONS | 1 | |
Section 1.1 | Usage and Definitions | 1 |
ARTICLE II TRANSFER AND ACQUISITION OF DEPOSITOR TRANSFERRED PROPERTY; REPRESENTATIONS AND WARRANTIES | 1 | |
Section 2.1 | Transfers of Depositor Transferred Property. | 1 |
Section 2.2 | Acknowledgement of Further Assignments | 3 |
Section 2.3 | Savings Clause | 3 |
Section 2.4 | Representations and Warranties About Depositor Transferred Property. | 3 |
Section 2.5 | Originators’ Reacquisition and Servicer’s Acquisition of Receivables for Breach of Representations. | 5 |
Section 2.6 | Originators’ Reacquisition or Servicer’s Acquisition of Bankruptcy Surrendered Receivables. | 6 |
ARTICLE III SERVICING OF RECEIVABLES | ||
Section 3.1 | Engagement | |
Section 3.2 | Servicing of Receivables. | |
Section 3.3 | Servicer’s Acquisition of Receivables. | 9 |
Section 3.4 | Sale of Written-Off Receivables | 10 |
Section 3.5 | Servicer Reports and Compliance Statements. | |
Section 3.6 | Review of Servicer’s Records | 12 |
Section 3.7 | Servicer’s Authorized and Responsible Persons | 12 |
Section 3.8 | Servicer’s Fees | |
Section 3.9 | Servicer’s Expenses | |
Section 3.10 | Custodian. | |
Section 3.11 | Marketing Agent. | 14 |
Section 3.12 | Termination of Upgrade Programs; Credits Related to Upgrade Programs. | |
Section 3.13 | Notices to Obligors | |
ARTICLE IV ACCOUNTS, COLLECTIONS AND APPLICATION OF FUNDS | 16 | |
Section 4.1 | Bank Accounts. | 16 |
Section 4.2 | Investment of Funds in Bank Accounts. | 17 |
Section 4.3 | Deposits and Payments. | |
Section 4.4 | Reserve Account; Negative Carry Account; Acquisition Account. | |
Section 4.5 | Direction to Indenture Trustee for Distributions | 22 |
ARTICLE V DEPOSITOR | 22 | |
Section 5.1 | Depositor’s Representations and Warranties | 22 |
Section 5.2 | Liability of Depositor. | |
Section 5.3 | Merger, Consolidation, Succession or Assignment | 24 |
Section 5.4 | Depositor May Own Notes | |
Section 5.5 | Depositor’s Authorized and Responsible Persons | |
Section 5.6 | Company Existence | 25 |
ARTICLE VI SERVICER AND MARKETING AGENT | 25 | |
Section 6.1 | Servicer’s and Marketing Agent’s Representations and Warranties | 25 |
Section 6.2 | Liability of Servicer and Marketing Agent. | 28 |
Section 6.3 | Indemnities of Servicer and the Marketing Agent. | 29 |
Section 6.4 | Delegation and Contracting | 30 |
Section 6.5 | Servicer May Own Notes | |
Section 6.6 | Annual Statement as to Compliance | 31 |
Section 6.7 | Assessment of Compliance and Accountants’ Attestation. | 31 |
ARTICLE VII SERVICER RESIGNATION AND TERMINATION; SUCCESSOR SERVICER | 32 | |
Section 7.1 | No Resignation | 32 |
Section 7.2 | Servicer Termination Events | 32 |
Section 7.3 | Continue to Perform | 34 |
Section 7.4 | Successor Servicer | 34 |
Section 7.5 | Transition of Servicing | 36 |
Section 7.6 | Merger, Consolidation, Succession or Assignment | 36 |
ARTICLE VIII TERMINATION | ||
Section 8.1 | Optional Acquisition of Receivables; Clean-Up Redemption of Notes. | |
Section 8.2 | Optional Redemption of Notes | |
Section 8.3 | Termination | 38 |
ARTICLE IX OTHER AGREEMENTS | ||
Section 9.1 | Financing Statements. | |
Section 9.2 | No Transfer or Lien by Depositor | 39 |
Section 9.3 | Expenses | |
Section 9.4 | Receivables Information. | |
Section 9.5 | No Petition | |
Section 9.6 | Limited Recourse | 40 |
Section 9.7 | Limitation of Liability. | 40 |
Section 9.8 | Tax Treatment of Notes | |
Section 9.9 | Regulation RR Risk Retention | |
Section 9.10 | Cap Collateral Account | |
ARTICLE X MISCELLANEOUS | ||
Section 10.1 | Amendments. | |
Section 10.2 | Assignment; Benefit of Agreement; Third-Party Beneficiary. | |
Section 10.3 | Notices. | 43 |
Section 10.4 | Agent for Service. | |
Section 10.5 | GOVERNING LAW | 44 |
Section 10.6 | Submission to Jurisdiction | |
Section 10.7 | WAIVER OF JURY TRIAL | |
Section 10.8 | No Waiver; Remedies | 45 |
Section 10.9 | Severability | 45 |
Section 10.10 | Headings | 45 |
Section 10.11 | Counterparts | 45 |
Section 10.12 | Limitation of Rights of the Cap Counterparty | 45 |
Section 10.13 | Intent of the Parties; Reasonableness | 45 |
ARTICLE XI ASSET REPRESENTATIONS REVIEW; DISPUTE RESOLUTION | 46 | |
Section 11.1 | Asset Representations Review. | 46 |
Section 11.2 | Dispute Resolution. |
Schedule A | Schedule of Initial Receivables | SA-1 |
Schedule B | Notice Addresses | SB-1 |
Appendix A | Usage and Definitions | AA-1 |
Exhibit A | Custodian’s Security Requirements | EA-1 |
Exhibit B | Form of Annual Certification | EC-1 |
USAGE AND DEFINITIONS
TRANSFER AND ACQUISITION OF DEPOSITOR TRANSFERRED PROPERTY;
REPRESENTATIONS AND WARRANTIES
(A) | as of such Acquisition Date, (1) the Depositor is Solvent and will not become insolvent as a result of the transfer and assignment of the Additional Receivables on the Acquisition Date, (2) the Depositor does not intend to incur or believe that it would incur debts that would be beyond the Depositor’s ability to pay as they matured and (3) the transfer and assignment of the Additional Receivables is not made by the Depositor with actual intent to hinder, delay or defraud any Person; |
(B) | each of the representations and warranties made by the Depositor under Sections 2.4(a) and 2.4(b), in each case, solely with respect to the related Additional Receivables, will be true and correct as of the Acquisition Date; and |
(C) | all conditions to the transfer and assignment of the related Additional Receivables by the Originators to the Depositor under Section 2.1(d) of the Originator Receivables Transfer Agreement |
and by the Master Trust to the Depositor under Section 2.1(d) of the Master Trust Receivables Transfer Agreement, as applicable, have been satisfied. |
(A) | This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Depositor Transferred Property in favor of the Issuer, which is prior to any Lien, other than Permitted Liens, and is enforceable against all creditors of, purchasers from and transferees and absolute assignees of the Depositor. |
(B) | All filings (including UCC filings) necessary in any jurisdiction to give the Depositor a first priority, validly perfected ownership and security interest in the Originator Transferred Property and the Master Trust Transferred Property, to give the Issuer a first priority, validly perfected ownership and security interest in the Depositor Transferred Property and to give the Indenture Trustee a first priority perfected security interest in the Collateral, will be made within ten (10) days after the Closing Date or the related Acquisition Date, as applicable. |
(C) | All financing statements filed or to be filed against the Depositor in favor of the Issuer describing the Depositor Transferred Property transferred under this Agreement will contain a statement to the following effect: “A purchase, absolute assignment or transfer of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party/Assignee.” |
(D) | The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering any Depositor Transferred Property other than the financing statements relating to the security interest Granted to the Depositor under the Receivables Transfer Agreements, by the Depositor to the Issuer under this Agreement or by the Issuer to the Indenture Trustee under the Indenture, or that has been terminated. |
SERVICING OF RECEIVABLES
• | late fees; |
• | service and all other charges, including, but not limited to, insurance premium payments and purchases (including accessories) billed to the account, other than amounts due under any device payment plan agreement, including any Receivable; and |
• | any amounts related to any device payment plan agreements, including Receivables, which, in the case of multiple device payment plan agreements related to a single account, will be applied in the order in which such device payment plan agreements were originated with the most recent device payment plan agreement being paid last. |
(e) Access to Receivable Files. The Custodian will give the Servicer access to the Receivable Files and, on request of the Servicer, the Custodian will promptly release any document in the Receivable Files to the Servicer for purposes of servicing the Receivables. The Custodian will give the Depositor, the Issuer and the Indenture Trustee access to the Receivable Files and the receivables systems to conduct a review of the Receivables. Any access or review will be conducted at the Custodian’s offices during normal business hours at a time reasonably convenient to the Custodian in a manner that will minimize disruption of its business operations. Any access or review will be subject to the Custodian’s legal, regulatory, confidentiality, privacy and data protection policies. Attached hereto as Exhibit A is a copy of the Custodian’s security requirements in effect on the date of this Agreement.
ACCOUNTS, COLLECTIONS AND APPLICATION OF FUNDS
SERVICER AND MARKETING AGENT
Agreement or any other Transaction Document to which it is a party and the fulfillment of the terms hereof and thereof applicable to the Servicer will not violate any Law applicable to the Servicer, except where such violation would not reasonably be expected to have a Material Adverse Effect.
(ix) Compliance with Law. It has complied with all Laws applicable to the servicing of the Receivables, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
(x) Servicing Procedures. It has complied in all material respects with the Servicing Procedures with respect to the Receivables.
(b) The Marketing Agent represents and warrants to the Issuer as of the Closing Date and as of each Acquisition Date, on which representations and warranties the Issuer is relying in purchasing the Depositor Transferred Property and which will survive the transfer and assignment of the Depositor Transferred Property by the Depositor to the Issuer under this Agreement and the pledge of the Depositor Transferred Property by the Issuer to the Indenture Trustee under the Indenture:
SERVICER RESIGNATION AND TERMINATION; SUCCESSOR SERVICER
TERMINATION
MISCELLANEOUS
One Verizon Way
Basking Ridge, New Jersey 07920
ASSET REPRESENTATIONS REVIEW; DISPUTE RESOLUTION
as Depositor
By:
Name:
Title:
as Issuer
By: Wilmington Trust, National Association,
not in its individual capacity but solely as Owner
Trustee of Verizon Owner Trust 2018-A
By:
Name:
Title:
as Servicer, Marketing Agent and Custodian
By:
Name:
Title:
not in its individual capacity
but solely as Indenture Trustee
By:
Name:
Title:
solely with respect to Section 4.1(f), not in its individual capacity
but solely as Securities Intermediary
By:
Name:
Title:
not in its individual capacity
but solely as Owner Trustee
By:
Name:
Title:
solely with respect to the obligations set forth in Section 7.1,
in its individual capacity
By:
Name:
Title:
as Sponsor, solely with respect to the obligations set forth in
Section 3.5(a)(ii) and Section 9.9
By:
Name:
Title:
1. | If to Cellco, in its individual capacity or as Servicer, Marketing Agent, Custodian or Administrator: |
Telephone: 908-559-5870
2. | If to the Depositor: |
Attention: Chief Financial Officer
Telephone: 908-559-5870
Email: kee.chan.sin@verizon.com
Telephone: 908-559-5870
3. | If to the Issuer: |
Telephone: 908-559-5870
Email: kee.chan.sin@verizon.com |
4. | If to the Parent Support Provider: |
5. | If to the Owner Trustee, at the Corporate Trust Office of the Owner Trustee |
6. | If to the Indenture Trustee, at the Corporate Trust Office of the Indenture Trustee |
7. | If to Fitch: |
33 Whitehall Street
New York, New York 10004
Attention: Asset Backed Surveillance
Telephone: (212) 908-0500
Fax: (212) 514-9897
8. | If to S&P: |
55 Water Street
New York, New York 10041
Attention: Asset Backed Surveillance Department
Telephone: (212) 438-1000
Fax: (212) 438-2649
9. | If to Moody’s: |
ABS Monitoring Department
Email: abssurveillance@moodys.com
Fax: (716) 204-5902
(a) | the Initial Pool Balance; minus |
(b) | the Yield Supplement Overcollateralization Amount for the Closing Date; |
· | The customer may be able to upgrade his or her eligible device for a new qualifying device after 30 days provided that such customer has paid at least 50% of the retail price of the eligible device under the related device payment plan agreement and returns such eligible device to Verizon Wireless in good working condition with no significant damage as determined by Verizon Wireless; |
· | The customer is required to purchase a new qualifying device under a new device payment plan agreement. New device purchases are subject to then-available offers and any associated wireless service requirements; |
· | A customer’s account must be in good standing and such customer must satisfy Verizon Wireless’ eligibility requirements for a new device payment plan agreement; |
· | Upon entering into a device payment plan agreement for a new qualifying device, and after returning the eligible device to Verizon Wireless within 14 days, Verizon Wireless will agree, for the benefit of such customer and for the express benefit of any assignee of such customer’s original device payment plan agreement, to acquire such customer’s eligible device for the remaining balance of the related customer’s original device payment plan agreement and pay off and settle that remaining balance. After Verizon Wireless does that, such customer’s only remaining obligations will be under the new device payment plan agreement and for associated wireless service; |
· | If a customer does not return his or her eligible device when upgrading, or if it is not returned to Verizon Wireless in good working condition, in each case the remaining balance under such customer’s original device payment plan agreement will be due on such customer’s next bill. Good working condition requires, among other things, that the customer’s returned device powers on and off, does not have a cracked screen, has no significant damage as determined by Verizon Wireless, and has all password-protected security features (e.g., Find My iPhone) turned off; |
· | The Annual Upgrade Offer and the related terms and conditions may be modified or terminated by Verizon Wireless at any time. A customer’s upgrade eligibility will be determined in the sole discretion of Verizon Wireless. If the Annual Upgrade Offer is terminated or the related terms and conditions are not satisfied, a customer will remain responsible for the remaining balance due under his or her original device payment plan agreement. |
(i) | the Supplemental Servicing Fee; |
(ii) | amounts on any Receivable for which the Acquisition Amount is included in the Available Funds for the related Payment Date; and |
(iii) | any Recoveries or cash collections received with respect to Written-Off Receivables that were written-off before or during such Collection Period. |
(i) | on the Closing Date, 10.50% of the Adjusted Pool Balance as of the Initial Cutoff Date; |
(ii) | for any date of determination (other than the Closing Date), prior to the Amortization Period, on which the pool of Receivables meets all of the Floor Credit Enhancement Composition Tests, the greater of (x) the result of (a)(i) the aggregate Note Balance, divided by (ii) 1 minus 0.1050, minus (b) the aggregate Note Balance, and (y) 1.00% of the Adjusted Pool Balance as of the Closing Date; |
(iii) | for any date of determination (other than the Closing Date), prior to the Amortization Period, on which the pool of Receivables does not meet all of the Floor Credit Enhancement Composition Tests, the greater of (x) the result of (a)(i) the aggregate Note Balance, divided by (ii) 1 minus 0.1350, minus (b) the aggregate Note Balance, and (y) 1.00% of the Adjusted Pool Balance as of the Closing Date; |
(iv) | for any date of determination, during the Amortization Period, on which the pool of Receivables meets all of the Floor Credit Enhancement Composition Tests, the greater of (x) 14.50% of the Adjusted Pool Balance as of the end of the calendar month immediately preceding such date of determination, and (y) 1.00% of the Adjusted Pool Balance as of the Closing Date; or |
(v) | for any date of determination, during the Amortization Period, on which the pool of Receivables does not meet all of the Floor Credit Enhancement Composition Tests, the greater of (x) 17.50% of the Adjusted Pool Balance as of the end of the calendar month immediately preceding such date of determination, and (y) 1.00% of the Adjusted Pool Balance as of the Closing Date. |
Re: | The Transfer and Servicing Agreement, dated as of October 10, 2018 (the “Agreement”), among Verizon Owner Trust 2018-A (the “Issuer”), Verizon ABS LLC (the “Depositor”), and Cellco Partnership d/b/a Verizon Wireless (“Cellco”), as servicer (in such capacity, the “Servicer”), as marketing agent and as custodian. |
Name:
Title:
as Originators
as Depositor
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. | Retention Requirements | 12 |
Section 4.7. | Regulation RR Risk Retention | 13 |
Section 4.8. | Reacquisition of Bankruptcy Surrendered Receivables. | 13 |
ARTICLE V | OTHER AGREEMENTS | |
Section 5.1. | No Petition | |
Section 5.2. | Limited Recourse | |
Section 5.3. | Termination | 14 |
Section 5.4. | Merger, Consolidation, Succession or Assignment | 14 |
ARTICLE VI | MISCELLANEOUS | |
Section 6.1. | Amendments. | |
Section 6.2. | Benefit of Agreement; Third-Party Beneficiaries | |
Section 6.3. | Notices | |
Section 6.4. | GOVERNING LAW | 16 |
Section 6.5. | Submission to Jurisdiction | |
Section 6.6. | WAIVER OF JURY TRIAL | |
Section 6.7. | No Waiver; Remedies | |
Section 6.8. | Severability. | |
Section 6.9. | Headings |
Section 6.10. | Counterparts | |
Section 6.11. | Additional Originators | 17 |
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 |
USAGE AND DEFINITIONS
TRANSFER OF ORIGINATOR TRANSFERRED PROPERTY
(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. |
REPRESENTATIONS AND WARRANTIES
ORIGINATORS’ AGREEMENTS
OTHER AGREEMENTS
MISCELLANEOUS
Cellco Partnership d/b/a Verizon Wireless, as an Originator | Alltel Communications, LLC d/b/a Verizon Wireless, 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 | Chicago SMSA Limited Partnership d/b/a Verizon Wireless, 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 d/b/a Verizon Wireless, its General Partner, as an Originator | GTE Mobilnet of South Texas Limited Partnership d/b/a Verizon Wireless, By: San Antonio MTA, L.P., its General Partner By: Verizon Wireless Texas, LLC, its General Partner, as an Originator | |
GTE Mobilnet of California Limited Partnership d/b/a Verizon Wireless, By: Cellco Partnership d/b/a Verizon Wireless, its General Partner, as an Originator | Sacramento-Valley Limited Partnership d/b/a Verizon Wireless, By: AirTouch Cellular Inc., its General Partner, as an Originator | |
Verizon Wireless of the East LP d/b/a Verizon Wireless, By: Cellco Partnership d/b/a Verizon Wireless, its General Partner, as an Originator | GTE Mobilnet of Indiana Limited Partnership d/b/a Verizon Wireless, By: GTE Wireless of the Midwest Incorporated, its General Partner, as an Originator | |
Seattle SMSA Limited Partnership d/b/a Verizon Wireless, By: Cellco Partnership d/b/a Verizon Wireless, its General Partner, as an Originator | Pittsburgh SMSA Limited Partnership d/b/a Verizon Wireless, By: Cellco Partnership d/b/a Verizon Wireless, 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 d/b/a Verizon Wireless, 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 | Bell Atlantic Mobile Systems of Allentown, Inc. d/b/a Verizon Wireless, as an Originator |
ALLTEL Communications of North Carolina Limited Partnership d/b/a Verizon Wireless, By: Alltel Communications, LLC, its General Partner, as an Originator | Verizon Wireless (VAW) LLC d/b/a Verizon Wireless, as an Originator |
Omaha Cellular Telephone Company d/b/a Verizon Wireless, By: Verizon Wireless (VAW) LLC, its Managing General Partner, as an Originator | Verizon Wireless Tennessee Partnership d/b/a Verizon Wireless, By: Cellco Partnership d/b/a Verizon Wireless, its General Partner, as an Originator |
New Par d/b/a Verizon Wireless, By: Verizon Wireless (VAW) LLC, its Managing General Partner, as an Originator | Verizon Wireless Personal Communications LP d/b/a Verizon Wireless, as an Originator |
Illinois SMSA Limited Partnership d/b/a Verizon Wireless, By: Cellco Partnership d/b/a Verizon Wireless, its General Partner, as an Originator | San Antonio MTA, L.P. d/b/a Verizon Wireless, By: Verizon Wireless Texas, LLC, its General Partner, as an Originator |
Dallas MTA, L.P. d/b/a Verizon Wireless, By: Verizon Wireless Texas, LLC, its General Partner, as an Originator | ALLTEL Communications Southwest Holdings, Inc. d/b/a Verizon Wireless, as an Originator |
Rural Cellular Corporation d/b/a Verizon Wireless, as an Originator | Alltel Communications Wireless, Inc. d/b/a Verizon Wireless, as an Originator |
Alltel Communications of Nebraska LLC d/b/a Verizon Wireless, By: Alltel Communications, LLC, its Sole Member, as an Originator | Jackson Cellular Telephone Co., Inc. d/b/a Verizon Wireless, as an Originator |
Alltel Communications Wireless of Louisiana, Inc. d/b/a Verizon Wireless, as an Originator | Southwestco Wireless, Inc. d/b/a Verizon Wireless, as an Originator |
As Vice President and Assistant Treasurer of | As Vice President and Assistant Treasurer of |
Cellco Partnership d/b/a Verizon Wireless | Alltel Communications, LLC |
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 Chicago SMSA Limited Partnership |
As Vice President and Assistant Treasurer of Cellco Partnership d/b/a Verizon Wireless acting on behalf of New York SMSA Limited Partnership | As Vice President and Assistant Treasurer of Verizon Wireless Texas, LLC acting on behalf of San Antonio MTA, L.P. acting on behalf of GTE Mobilnet of South Texas Limited Partnership |
As Vice President and Assistant Treasurer of Cellco Partnership d/b/a Verizon Wireless acting on behalf of GTE Mobilnet of California Limited Partnership | 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 d/b/a Verizon Wireless acting on behalf of Verizon Wireless of the East LP | As Vice President and Assistant Treasurer of GTE Wireless of the Midwest Incorporated acting on behalf of GTE Mobilnet of Indiana Limited Partnership |
As Vice President and Assistant Treasurer of Cellco Partnership d/b/a Verizon Wireless acting on behalf of Seattle SMSA Limited Partnership | As Vice President and Assistant Treasurer of Cellco Partnership d/b/a Verizon Wireless acting on behalf of Pittsburgh SMSA Limited Partnership |
As Vice President and Assistant Treasurer of CommNet Cellular Inc. | As Vice President and Assistant Treasurer of Cellco Partnership d/b/a Verizon Wireless acting on behalf of Fresno MSA Limited 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 Bell Atlantic Mobile Systems of Allentown, Inc. |
As Vice President and Assistant Treasurer of Alltel Communications, LLC acting on behalf of ALLTEL Communications of North Carolina Limited Partnership | As Vice President and Assistant Treasurer of Verizon Wireless (VAW) LLC |
As Vice President and Assistant Treasurer of Verizon Wireless (VAW) LLC acting on behalf of Omaha Cellular Telephone Company | As Vice President and Assistant Treasurer of Cellco Partnership d/b/a Verizon Wireless acting on behalf of Verizon Wireless Tennessee Partnership |
As Vice President and Assistant Treasurer of Verizon Wireless (VAW) LLC acting on behalf of New Par | As Vice President and Assistant Treasurer of Verizon Wireless Personal Communications LP |
As Vice President and Assistant Treasurer of | As Vice President and Assistant Treasurer of |
Cellco Partnership d/b/a Verizon Wireless acting on behalf of Illinois SMSA Limited Partnership | Verizon Wireless Texas, LLC acting on behalf of San Antonio MTA, L.P. |
As Vice President and Assistant Treasurer of Verizon Wireless Texas, LLC acting on behalf of Dallas MTA, L.P. | As Vice President and Assistant Treasurer of ALLTEL Communications Southwest Holdings, Inc. |
As Vice President and Assistant Treasurer of Rural Cellular Corporation | As Vice President and Assistant Treasurer of Alltel Communications Wireless, Inc. |
As Vice President and Assistant Treasurer of Alltel Communications, LLC acting on behalf of Alltel Communications of Nebraska LLC | As Vice President and Assistant Treasurer of Jackson Cellular Telephone Co., Inc. |
As Vice President and Assistant Treasurer of Alltel Communications Wireless of Louisiana, Inc. | As Vice President and Assistant Treasurer of Southwestco Wireless, Inc. |
VERIZON ABS LLC, | |
as Depositor | |
By: | |
Name: | |
Title: |
Delivered Electronically to Depositor at Closing
Legal Name | Chief Executive Office | Jurisdiction of Organization |
Cellco Partnership | One Verizon Way Basking Ridge, NJ 07920 | Delaware |
Alltel Communications, LLC | 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 |
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 Indiana Limited Partnership | One Verizon Way Basking Ridge, NJ 07920 | Indiana |
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 |
ALLTEL Communications of North Carolina Limited Partnership | One Verizon Way Basking Ridge, NJ 07920 | North Carolina |
Omaha Cellular Telephone Company | One Verizon Way Basking Ridge, NJ 07920 | Nebraska |
Verizon Wireless (VAW) LLC | One Verizon Way Basking Ridge, NJ 07920 | Delaware |
New Par | One Verizon Way Basking Ridge, NJ 07920 | Delaware |
Verizon Wireless Tennessee Partnership | One Verizon Way Basking Ridge, NJ 07920 | Delaware |
Illinois SMSA Limited Partnership | One Verizon Way Basking Ridge, NJ 07920 | Illinois |
Verizon Wireless Personal Communications LP | One Verizon Way Basking Ridge, NJ 07920 | Delaware |
Legal Name | Chief Executive Office | Jurisdiction of Organization |
Dallas MTA, L.P. | One Verizon Way Basking Ridge, NJ 07920 | Delaware |
San Antonio MTA, L.P. | One Verizon Way Basking Ridge, NJ 07920 | Delaware |
Rural Cellular Corporation | One Verizon Way Basking Ridge, NJ 07920 | Minnesota |
ALLTEL Communications Southwest Holdings, Inc. | One Verizon Way Basking Ridge, NJ 07920 | Delaware |
Alltel Communications of Nebraska LLC | One Verizon Way Basking Ridge, NJ 07920 | Nebraska |
Alltel Communications Wireless, Inc. | One Verizon Way Basking Ridge, NJ 07920 | Louisiana |
Alltel Communications Wireless of Louisiana, Inc. | One Verizon Way Basking Ridge, NJ 07920 | Louisiana |
Jackson Cellular Telephone Co., Inc. | One Verizon Way Basking Ridge, NJ 07920 | Delaware |
Bell Atlantic Mobile Systems of Allentown, Inc. | One Verizon Way Basking Ridge, NJ 07920 | Delaware |
Southwestco Wireless, Inc. | One Verizon Way Basking Ridge, NJ 07920 | Delaware |
Very truly yours, | |
CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, | |
as Administrator | |
By | |
Name: | |
Title: |
[NAME OF ADDITIONAL ORIGINATOR] | |
By: | |
Name: | |
Title: | |
VERIZON ABS LLC, | |
as Depositor | |
By | |
Name: | |
Title: |
ADDRESS AND NAME OF ADDITIONAL ORIGINATOR
Legal Name | Chief Executive Office | Jurisdiction of Organization |
as Transferor
as Servicer
as Depositor
ARTICLE I | USAGE AND DEFINITIONS | 1 |
Section 1.1. | Usage and Definitions. | 1 |
ARTICLE II | TRANSFER OF MASTER TRUST TRANSFERRED PROPERTY | 1 |
Section 2.1. | Transfers and Absolute Assignments of Master Trust Transferred Property. | 1 |
Section 2.2. | Acquisition of Receivables. | 3 |
Section 2.3. | Acknowledgement of Further Assignments | 4 |
Section 2.4. | Savings Clause | 4 |
ARTICLE III | REPRESENTATIONS AND WARRANTIES | 4 |
Section 3.1. | Master Trust Representations and Warranties | 4 |
Section 3.2. | Master Trust Representations and Warranties | 5 |
Section 3.3. | Representations and Warranties About Each Receivable | 7 |
Section 3.4. | Servicer Acquisition of Receivables for Breach of Representations. | 9 |
Section 3.5. | Depositor’s Representations and Warranties | 10 |
Section 3.6. | Servicer’s Representations and Warranties | 11 |
ARTICLE IV | MASTER TRUST’S AGREEMENTS | 13 |
Section 4.1. | Financing Statements. | 13 |
Section 4.2. | No Transfer or Lien by the Master Trust | 13 |
Section 4.3. | Expenses | 13 |
Section 4.4. | Master Trust Records | 14 |
Section 4.5. | Review of Master Trust’s Records | 14 |
Section 4.6. | Review of Servicer’s Records | 14 |
Section 4.7. | Acquisition of Bankruptcy Surrendered Receivables | 14 |
ARTICLE V | OTHER AGREEMENTS | |
Section 5.1. | No Petition | 15 |
Section 5.2. | Limited Recourse | 15 |
Section 5.3. | Termination | 15 |
Section 5.4. | Merger, Consolidation, Succession or Assignment | 15 |
ARTICLE VI | MISCELLANEOUS | |
Section 6.1. | Amendments. | |
Section 6.2. | Benefit of Agreement; Third-Party Beneficiaries | 17 |
Section 6.3. | Notices. | |
Section 6.4. | GOVERNING LAW | 17 |
Section 6.5. | Submission to Jurisdiction | 18 |
Section 6.6. | WAIVER OF JURY TRIAL | 18 |
Section 6.7. | No Waiver; Remedies | 18 |
Section 6.8. | Severability | 18 |
Section 6.9. | Headings | 18 |
Section 6.10. | Counterparts | 18 |
Section 6.11. | Agreements of the Master Trust | 18 |
SCHEDULE A SCHEDULE OF RECEIVABLES | SA-1 | |
EXHIBIT A FORM OF RECEIVABLES TRANSFER NOTICE | EA-1 | |
SCHEDULE I TO EXHIBIT A | 1 | |
SCHEDULE II TO EXHIBIT A | 1 |
USAGE AND DEFINITIONS
TRANSFER OF MASTER TRUST TRANSFERRED PROPERTY
(A) | as of such Acquisition Date, (1) the Master Trust is Solvent and will not become insolvent as a result of the absolute assignment of the related Additional Receivables on the Acquisition Date, (2) the Master Trust does not intend to incur or believe that it would incur debts that would be beyond the Master Trust’s ability to pay as the debts matured and (3) the absolute assignment of the related Additional Receivables is not made by the Master Trust with actual intent to hinder, delay or defraud any Person; |
(B) | the Master Trust’s representations and warranties in Sections 3.1 and 3.2 (solely with respect to the related Additional Receivables transferred on such Acquisition Date) will be true and correct as of the Acquisition Date; and |
(C) | the Master Trust has complied, or has caused the Master Trust Administrator to comply, with the requirements of Section 9.7(a) of the Master Collateral Agency Agreement with respect to the release of Receivables from the lien of the Master Collateral Agency Agreement. |
REPRESENTATIONS AND WARRANTIES
MASTER TRUST’S AGREEMENTS
OTHER AGREEMENTS
as Transferor
Name:
Title:
Name:
Title:
as Depositor
Name:
Title:
Delivered Electronically to Depositor at Closing
CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS,
as Administrator
VERIZON COMMUNICATIONS INC. | |
By: | |
Name: | |
Title: |