Date of report (Date of earliest event reported): October 8, 2019
|
VERIZON OWNER TRUST
2019-C
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(Exact name of Issuing Entity as specified in its charter)
Commission File Number: 333-224598-04
Central Index Key: 0001785705
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VERIZON ABS LLC
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(Exact name of Depositor/Registrant as specified in its charter)
Central Index Key: 0001737286
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Delaware
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333-224598
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22-3372889
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(State or Other Jurisdiction of Incorporation of Registrant)
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(Commission File Number of Registrant)
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(IRS Employer Identification No. of Registrant)
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CELLCO PARTNERSHIP
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(Exact name of Sponsor as specified in its charter)
Central Index Key: 0001175215
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One Verizon Way
Basking Ridge, New Jersey
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07920
|
|
(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212) 395-1000
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Not Applicable
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(Former name or former address, if changed since last report)
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[ ] |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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Item 9.01.
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Financial Statements and Exhibits.
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|
(a) |
Not applicable.
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(b) |
Not applicable.
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(c) |
Not applicable.
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(d) |
Exhibits:
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Exhibit No. |
Description
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VERIZON ABS LLC
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|||
By:
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/s/ Kee Chan Sin
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Name:
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Kee Chan Sin
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Title:
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Chief Financial Officer
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ARTICLE I
|
USAGE AND DEFINITIONS
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1
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Section 1.1
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Usage and Definitions
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1
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Section 1.2
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Incorporation by Reference of Trust Indenture Act
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1
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ARTICLE II
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THE NOTES
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2
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Section 2.1
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Form of Notes
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2
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Section 2.2
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Execution, Authentication and Delivery
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2
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Section 2.3
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Tax Treatment
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3
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Section 2.4
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Note Register
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3
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Section 2.5
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Registration of Transfer and Exchange
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3
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Section 2.6
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[Reserved]
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4
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Section 2.7
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Mutilated, Destroyed, Lost or Stolen Notes
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4
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Section 2.8
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Persons Deemed Owners
|
5
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Section 2.9
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Payments on Notes
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5
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Section 2.10
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Cancellation of Notes
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7
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Section 2.11
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Release of Collateral
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7
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Section 2.12
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Book-Entry Notes
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7
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Section 2.13
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Definitive Notes
|
8
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Section 2.14
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Authenticating Agents
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8
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Section 2.15
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Note Paying Agents
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8
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Section 2.16
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Effect of Benchmark Transition Event
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9
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ARTICLE III
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COVENANTS, REPRESENTATIONS AND WARRANTIES
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10
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Section 3.1
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Payment of Principal, Interest and Other Amounts
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10
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Section 3.2
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Maintenance of Office or Agency
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10
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Section 3.3
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Money for Payments To Be Held in Trust
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10
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Section 3.4
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Existence
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12
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Section 3.5
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Protection of Collateral
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12
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Section 3.6
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Performance of Obligations
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13
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Section 3.7
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Negative Covenants
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13
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Section 3.8
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Opinions on Collateral
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14
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Section 3.9
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Annual Certificate of Compliance
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15
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Section 3.10
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Merger and Consolidation; Transfer of Assets
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15
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Section 3.11
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Successor or Transferee
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16
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Section 3.12
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No Other Activities
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16
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Section 3.13
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Further Acts and Documents
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16
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Section 3.14
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Restricted Payments
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16
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Section 3.15
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Notice of Events of Default
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16
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Section 3.16
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Review of Issuer’s Records
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16
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Section 3.17
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Issuer’s Representations and Warranties
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17
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Section 3.18
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Issuer’s Representations and Warranties About Security Interest
|
18
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ARTICLE IV
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SATISFACTION AND DISCHARGE
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19
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Section 4.1
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Satisfaction and Discharge of Indenture
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19
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ARTICLE V
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EVENTS OF DEFAULT; REMEDIES
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20
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Section 5.1
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Events of Default
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20
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Section 5.2
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Acceleration of Maturity; Rescission
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21
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Section 5.3
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Collection of Indebtedness by Indenture Trustee
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21
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Section 5.4
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Trustee May File Proofs of Claim
|
22
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Section 5.5
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Enforcement of Claims Without Possession of Notes
|
22
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Section 5.6
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Remedies; Priorities
|
23
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Section 5.7
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Optional Preservation of Collateral
|
24
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Section 5.8
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Limitation on Suits
|
24
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Section 5.9
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Unconditional Rights to Receive Principal and Interest
|
25
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Section 5.10
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Restoration of Rights and Remedies
|
25
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Section 5.11
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Rights and Remedies Cumulative
|
25
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Section 5.12
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Delay or Omission Not a Waiver
|
25
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Section 5.13
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Control by Noteholders
|
26
|
Section 5.14
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Waiver of Defaults and Events of Default
|
26
|
Section 5.15
|
Agreement to Pay Costs
|
26
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Section 5.16
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Waiver of Stay or Extension Laws
|
27
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Section 5.17
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Performance and Enforcement of Obligations
|
27
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ARTICLE VI
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INDENTURE TRUSTEE
|
27
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Section 6.1
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Indenture Trustee’s Obligations
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27
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Section 6.2
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Indenture Trustee’s Rights
|
31
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Section 6.3
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Indenture Trustee’s Individual Rights
|
32
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Section 6.4
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Indenture Trustee’s Disclaimer
|
32
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Section 6.5
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Notice of Defaults and Notice of Payment Defaults
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32
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Section 6.6
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Reports by Indenture Trustee
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33
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Section 6.7
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Compensation and Indemnity
|
34
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Section 6.8
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Resignation or Removal of Indenture Trustee
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35
|
Section 6.9
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Merger or Consolidation; Transfer of Assets
|
36
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Section 6.10
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Appointment of Separate Trustee or Co-Trustee
|
36
|
Section 6.11
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Eligibility
|
37
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Section 6.12
|
Inspections of Indenture Trustee
|
38
|
Section 6.13
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Indenture Trustee’s Representations and Warranties
|
38
|
Section 6.14
|
Reporting of Receivables Repurchase Demands
|
39
|
Section 6.15
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Preferential Collection of Claims Against the Issuer
|
39
|
ARTICLE VII
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NOTEHOLDER COMMUNICATIONS AND REPORTS
|
39
|
Section 7.1
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Noteholder Communications
|
39
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Section 7.2
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Reports by Issuer
|
40
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Section 7.3
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Reports by Indenture Trustee
|
41
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ARTICLE VIII
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ACCOUNTS, DISTRIBUTIONS AND RELEASES
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41
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Section 8.1
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Collection of Funds
|
41
|
Section 8.2
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Bank Accounts; Distributions
|
41
|
Section 8.3
|
Bank Accounts
|
45
|
Section 8.4
|
Release of Collateral
|
46
|
ARTICLE IX
|
AMENDMENTS
|
47
|
Section 9.1
|
Amendments Without Consent of Noteholders or Certificateholders
|
47
|
Section 9.2
|
Amendments with Consent of Controlling Class
|
48
|
Section 9.3
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Execution of Amendments
|
49
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Section 9.4
|
Effect of Amendment
|
49
|
Section 9.5
|
Reference in Notes to Supplemental Indentures
|
49
|
Section 9.6
|
Consent of Cap Counterparty
|
49
|
Section 9.7
|
Conformity with TIA
|
49
|
ARTICLE X
|
REDEMPTION OF NOTES
|
49
|
Section 10.1
|
Redemption
|
49
|
ARTICLE XI
|
OTHER AGREEMENTS
|
51
|
Section 11.1
|
No Petition
|
51
|
Section 11.2
|
[Reserved]
|
51
|
Section 11.3
|
Issuer Orders; Certificates and Opinions
|
51
|
Section 11.4
|
Acts of Noteholders
|
52
|
Section 11.5
|
Issuer Obligation
|
53
|
Section 11.6
|
Conflict with Trust Indenture Act
|
53
|
ARTICLE XII
|
MISCELLANEOUS
|
53
|
Section 12.1
|
Benefits of Indenture; Third-Party Beneficiaries
|
53
|
Section 12.2
|
Notices
|
53
|
Section 12.3
|
GOVERNING LAW
|
54
|
Section 12.4
|
Submission to Jurisdiction
|
54
|
Section 12.5
|
WAIVER OF JURY TRIAL
|
55
|
Section 12.6
|
No Waiver; Remedies
|
55
|
Section 12.7
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Severability
|
55
|
Section 12.8
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Headings
|
55
|
Section 12.9
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Counterparts
|
55
|
Section 12.10
|
Customer Identification Program
|
55
|
Section 12.11
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Limitation of Rights of the Cap Counterparty
|
55
|
Section 12.12
|
Intent of the Parties; Reasonableness
|
55
|
ARTICLE XIII
|
THE CAP AGREEMENT
|
56
|
Section 13.1
|
Duties With Respect to the Cap Agreement
|
56
|
Section 13.2
|
Enforcement of Cap Agreement; Replacement Cap Agreement
|
57
|
ARTICLE XIV
|
ASSET REPRESENTATIONS REVIEW
|
57
|
Section 14.1
|
Noteholder and Note Owner Requests for Vote on Asset Representations Review
|
57
|
Section 14.2
|
Noteholder and Note Owner Vote on Asset Representations Review
|
58
|
Section 14.3
|
Evaluation of Review Report
|
58
|
Exhibit A
|
Form of Notes
|
A-1
|
Exhibit B
|
Servicing Criteria to be Addressed in Assessment of Compliance
|
B-1
|
Class
|
Note Interest Rate
|
Initial Note Balance
|
Class A-1a Notes
|
1.94%
|
$1,275,700,000
|
Class A-1b Notes
|
One-Month LIBOR* + 0.42%
|
$150,000,000
|
Class B Notes
|
2.06%
|
$98,300,000
|
Class C Notes
|
2.16%
|
$76,000,000
|
(A) |
the Noteholders representing 100% of the Note Balance of the Notes consent to the sale or liquidation; or
|
(B) |
the proceeds of the sale or liquidation are expected to be sufficient to pay in full all amounts owed by the Issuer to the Secured Parties including all principal of and accrued interest and any Make-Whole Payments on the Notes; or
|
(A) |
the Noteholders representing 100% of the Note Balance of the Controlling Class consent to the sale or liquidation; or
|
(B) |
the proceeds of the sale or liquidation are expected to be sufficient to pay in full all amounts owed by the Issuer to the Secured Parties
|
including all principal of and accrued interest and any Make-Whole Payments on the Notes; or
|
(C) |
the Indenture Trustee (1) determines that the Collateral will not continue to provide sufficient money for the payment of all amounts owed to the Secured Parties, as those payments would have become due if the Notes had not been
accelerated and (2) obtains the consent of Noteholders of at least 66-2/3% of the Note Balance of the Controlling Class.
|
(A) |
change (1) the applicable Final Maturity Date on a Note or (2) the principal amount of or interest rate or any Make-Whole Payment on a Note;
|
(B) |
modify the percentage of the Note Balance of the Notes or the Controlling Class required for any action;
|
(C) |
modify or alter the definition of “Outstanding,” “Controlling Class” or “Amortization Events;
|
(D) |
change the Required Reserve Amount, the Required Acquisition Deposit Amount or the Required Negative Carry Amount;
|
(E) |
permit the creation of any Lien ranking prior or equal to the Lien of this Indenture on the Collateral, other than Permitted Liens, or, except as permitted by this Indenture or the other Transaction Documents, release the Lien of
this Indenture on the Collateral; or
|
(F) |
impair the right to institute suit for the enforcement of payment as provided in Section 5.8.
|
(A) |
of the Redemption Date;
|
(B) |
of the outstanding Note Balance of each Class of the Notes to be redeemed;
|
(C) |
of the place to surrender the Notes for final payment (which will be the office or agency of the Issuer maintained under Section 3.2); and
|
(D) |
that on the Redemption Date, the outstanding Note Balance of the Notes plus accrued and unpaid interest and any unpaid Make-Whole Payments on the Notes will become due and payable in full and that interest on the Notes will cease to
accrue from and after the Redemption Date, unless the Issuer fails to pay the Notes on the Redemption Date.
|
(A) |
a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture or the Transaction Document relating to the covenant or condition;
|
(B) |
a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based;
|
(C) |
a statement that, in the opinion of the signatory, the signatory has made an examination or investigation if necessary to enable the signatory to express an informed opinion on whether or not the covenant or condition has been
complied with; and
|
(D) |
a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with.
|
By: |
Wilmington Trust, National Association, not in its
individual capacity but solely as Owner Trustee of
Verizon Owner Trust 2019-C
|
No. R-1
|
CUSIP NO. [_______]
|
VERIZON OWNER TRUST 2019-C
|
||
BY:
|
Wilmington Trust, National Association, not in its
individual capacity but solely as Owner Trustee of
Verizon Owner Trust 2019-C
|
|
By:
|
|
|
Name:
|
||
Title:
|
U.S. BANK NATIONAL ASSOCIATION,
|
||
not in its individual capacity but
solely as Indenture Trustee |
||
By:
|
|
|
Name:
|
||
Title:
|
Dated:
|
*/
|
|||
|
Signature Guaranteed
|
*/ |
NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. The signature
must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program or another “signature
guarantee program” selected by the Note Registrar in addition to, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Exchange Act.
|
Reference
|
Criteria
|
Cash Collection and Administration
|
|
1122(d)(2)(ii)
|
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
|
1122(d)(2)(iv)
|
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set
forth in the transaction agreements.
|
1122(d)(2)(v)
|
Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with
respect to a foreign financial institution means a foreign financial institution that meets the requirements of § 240.13k-1(b)(1) of the Securities Exchange Act of 1934, as amended.
|
Investor Remittances and Reporting
|
|
1122(d)(3)(ii)
|
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
|
1122(d)(3)(iii)
|
Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements.
|
1122(d)(3)(iv)
|
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
|
ARTICLE I USAGE AND DEFINITIONS
|
1
|
|
Section 1.1
|
Usage and Definitions
|
1
|
ARTICLE II ORGANIZATION OF TRUST
|
1
|
|
Section 2.1
|
Name
|
1
|
Section 2.2
|
Maintenance of Office or Agency
|
1
|
Section 2.3
|
Purposes and Powers
|
1
|
Section 2.4
|
Appointment of Owner Trustee
|
4
|
Section 2.5
|
Contribution and Transfer of Trust Property
|
4
|
Section 2.6
|
Declaration of Trust
|
4
|
Section 2.7
|
Limitations on Liability
|
4
|
Section 2.8
|
Title to Trust Property
|
5
|
Section 2.9
|
Location of Issuer
|
5
|
Section 2.10
|
Depositor’s Representations and Warranties
|
5
|
Section 2.11
|
Tax Matters.
|
6
|
ARTICLE III CERTIFICATES AND TRANSFER OF INTERESTS
|
7
|
|
Section 3.1
|
The Certificates
|
7
|
Section 3.2
|
Execution, Authentication and Delivery of Certificates
|
8
|
Section 3.3
|
Registration of Transfer and Exchange of Certificates
|
8
|
Section 3.4
|
Mutilated, Destroyed, Lost or Stolen Certificate
|
10
|
Section 3.5
|
[Reserved]
|
10
|
Section 3.6
|
Persons Deemed Certificateholders
|
10
|
Section 3.7
|
Access to List of Certificateholders’ Names and Addresses
|
10
|
Section 3.8
|
Regarding the Certificate
|
10
|
Section 3.9
|
Initial Registration of Certificates
|
11
|
Section 3.10
|
Increases and Decreases in the Class B Certificate Principal Balance and the Equity Interest of the Class A
Certificate
|
11
|
Section 3.11
|
Appointment of Certificate Paying Agent
|
12
|
ARTICLE IV APPLICATION OF TRUST PROPERTY
|
12
|
|
Section 4.1
|
Application of Trust Property
|
12
|
Section 4.2
|
Accounting and Reports to the Noteholders, the Certificateholders, the Internal Revenue Service and Others
|
14
|
ARTICLE V OWNER TRUSTEE’S AUTHORITY AND OBLIGATIONS
|
14
|
|
Section 5.1
|
General Authority
|
14
|
Section 5.2
|
General Obligations
|
14
|
Section 5.3
|
Action Requiring Prior Notice
|
15
|
Section 5.4
|
Action by the Certificateholders with Respect to Certain Matters
|
16
|
Section 5.5
|
Action for Bankruptcy
|
16
|
Section 5.6
|
Action on Administrator’s Instruction
|
16
|
Section 5.7
|
No Obligations or Actions Except as Stated in Transaction Documents or Instructions
|
17
|
Section 5.8
|
Prohibition on Some Actions
|
17
|
Section 5.9
|
Action Not Required
|
17
|
Section 5.10
|
Inspection of Owner Trustee; Access to Records
|
18
|
Section 5.11
|
Furnishing of Documents
|
18
|
Section 5.12
|
Reporting of Receivables Reacquisition and Acquisition Demands
|
18
|
Section 5.13
|
Sarbanes-Oxley Act
|
19
|
ARTICLE VI OWNER TRUSTEE
|
19
|
|
Section 6.1
|
Acceptance of Trusts
|
19
|
Section 6.2
|
Limitations on Liability
|
19
|
Section 6.3
|
Reliance; Advice of Counsel; Use of Agents
|
21
|
Section 6.4
|
Not Acting in Individual Capacity
|
21
|
Section 6.5
|
Owner Trustee May Own Notes
|
21
|
Section 6.6
|
Owner Trustee’s Representations and Warranties
|
22
|
Section 6.7
|
Obligation to Update Disclosure
|
23
|
Section 6.8
|
Anti-Money Laundering
|
23
|
Section 6.9
|
Persons Deemed Beneficial Owners and Control Parties
|
23
|
ARTICLE VII COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE
|
24
|
|
Section 7.1
|
Owner Trustee’s Fees and Expenses
|
24
|
Section 7.2
|
Indemnification of Owner Trustee
|
24
|
Section 7.3
|
Organizational Expenses of Issuer
|
25
|
ARTICLE VIII TERMINATION
|
25
|
Section 8.1
|
Termination of Trust Agreement and Issuer
|
25
|
ARTICLE IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
|
26
|
|
Section 9.1
|
Eligibility Requirements for Owner Trustee
|
26
|
Section 9.2
|
Resignation or Removal of Owner Trustee
|
26
|
Section 9.3
|
Successor Owner Trustee
|
27
|
Section 9.4
|
Merger or Consolidation; Transfer of Assets
|
28
|
Section 9.5
|
Appointment of Separate Trustee or Co-Trustee
|
28
|
Section 9.6
|
Compliance with Delaware Statutory Trust Act
|
29
|
ARTICLE X OTHER AGREEMENTS
|
29
|
|
Section 10.1
|
Limitation on Rights of Others
|
29
|
Section 10.2
|
No Petition
|
29
|
Section 10.3
|
Restrictions on the Certificateholders’ Power
|
30
|
Section 10.4
|
Class A Certificateholder Controls
|
30
|
Section 10.5
|
Optional Acquisition
|
30
|
Section 10.6
|
Optional Redemption of Notes
|
30
|
Section 10.7
|
Early Termination Date Under the Cap Agreement
|
30
|
ARTICLE XI MISCELLANEOUS
|
30
|
|
Section 11.1
|
Amendments
|
30
|
Section 11.2
|
Benefit of Agreement
|
32
|
Section 11.3
|
Notices
|
32
|
Section 11.4
|
GOVERNING LAW
|
33
|
Section 11.5
|
Exclusive Jurisdiction
|
33
|
Section 11.6
|
WAIVER OF JURY TRIAL
|
33
|
Section 11.7
|
Severability
|
33
|
Section 11.8
|
Headings
|
33
|
Section 11.9
|
Counterparts
|
33
|
Section 11.10
|
No Recourse
|
34
|
Section 11.11
|
Intent of the Parties; Reasonableness
|
34
|
EXHIBIT A
|
Form of Certificate of Trust
|
A‑1
|
EXHIBIT B-1
|
Form of Class A Certificate
|
B‑1-1
|
EXHIBIT B-2
|
Form of Class B Certificate
|
B‑2-1
|
EXHIBIT C
|
Form of Transferee Representation Letter
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C‑1
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EXHIBIT D
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Form of Transferor Representation Letter
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D‑1
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WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee of the Trust
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By:
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Name:
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||
Title:
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VERIZON OWNER TRUST 2019-C
|
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By:
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Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee
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By:
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Authorized Signatory
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WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee
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||
By:
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Authorized Signatory
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VERIZON OWNER TRUST 2019-C
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||
By:
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Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee
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By:
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Authorized Signatory
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WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee
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||
By:
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Authorized Signatory
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Acquisition Date
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Amount of Class B Certificate Principal Balance Increase
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Amount of Class B Certificate Principal Balance Decrease
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Ending Class B Certificate Principal Balance
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ARTICLE I USAGE AND DEFINITIONS
|
1
|
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Section 1.1.
|
Usage and Definitions
|
1
|
ARTICLE II TRANSFER OF ORIGINATOR TRANSFERRED PROPERTY
|
1
|
|
Section 2.1.
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Transfers and Absolute Assignments of Originator Transferred Property
|
1
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Section 2.2.
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Acquisition of Receivables
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3
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Section 2.3.
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Acknowledgement of Further Assignments
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3
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Section 2.4.
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Savings Clause
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3
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ARTICLE III REPRESENTATIONS AND WARRANTIES
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4
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Section 3.1.
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Originator Representations and Warranties
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4
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Section 3.2.
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Originator Representations and Warranties About Pools of Receivables Transferred by Such Originator
|
5
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Section 3.3.
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Originator Representations and Warranties About Each Receivable
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7
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Section 3.4.
|
Originator Reacquisition of Receivables for Breach of Representations
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8
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Section 3.5.
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Depositor’s Representations and Warranties
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9
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ARTICLE IV ORIGINATORS’ AGREEMENTS
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11
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Section 4.1.
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Financing Statements
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11
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Section 4.2.
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No Transfer or Lien by an Originator
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11
|
Section 4.3.
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Expenses
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12
|
Section 4.4.
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Originator’s Receivables Systems
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12
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Section 4.5.
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Review of Originator’s Records
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12
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Section 4.6.
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Reacquisition of Bankruptcy Surrendered Receivables
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12
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Section 4.7.
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Regulation RR Risk Retention
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13
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ARTICLE V OTHER AGREEMENTS
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13
|
|
Section 5.1.
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No Petition
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13
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Section 5.2.
|
Limited Recourse
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13
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Section 5.3.
|
Termination
|
13
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Section 5.4.
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Merger, Consolidation, Succession or Assignment
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13
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ARTICLE VI MISCELLANEOUS
|
14
|
|
Section 6.1.
|
Amendments
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14
|
Section 6.2.
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Benefit of Agreement; Third-Party Beneficiaries
|
15
|
Section 6.3.
|
Notices
|
15
|
Section 6.4.
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GOVERNING LAW
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15
|
Section 6.5.
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Submission to Jurisdiction
|
16
|
Section 6.6.
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WAIVER OF JURY TRIAL
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16
|
Section 6.7.
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No Waiver; Remedies
|
16
|
Section 6.8.
|
Severability
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16
|
Section 6.9.
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Headings
|
16
|
Section 6.10.
|
Counterparts
|
16
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Section 6.11.
|
Additional Originators
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16
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Schedule A
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Schedule of Receivables
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SA-1
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Schedule B
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List of Originators
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SB-1
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Exhibit A
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Form of Receivables Transfer Notice
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EA-1
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Exhibit B
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Form of Originator Joinder Agreement
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EB-1
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(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.
|
Cellco Partnership d/b/a Verizon Wireless,
as an Originator
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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
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GTE Mobilnet of South Texas Limited Partnership d/b/a Verizon Wireless,
By: Cellco Partnership d/b/a Verizon Wireless, 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
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Sacramento-Valley Limited Partnership d/b/a Verizon Wireless,
By: AirTouch Cellular Inc., its General Partner,
as an Originator
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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
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Seattle SMSA Limited Partnership d/b/a Verizon Wireless,
By: Cellco Partnership d/b/a Verizon Wireless, its General Partner,
as an Originator
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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
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Bell Atlantic Mobile Systems LLC,
as an Originator
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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
|
Rural Cellular Corporation 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
|
AirTouch Cellular Inc. d/b/a Verizon Wireless,
as an Originator
|
GTE Mobilnet of Fort Wayne Limited Partnership d/b/a Verizon Wireless,
By: GTE Wireless of the Midwest Incorporated, its General Partner,
as an Originator
|
GTE Wireless of the Midwest Incorporated d/b/a Verizon Wireless,
as an Originator
|
Illinois RSA 6 and 7 Limited Partnership d/b/a Verizon Wireless,
By: Cellco Partnership d/b/a Verizon Wireless, its General Partner,
as an Originator
|
Northeast Pennsylvania SMSA Limited Partnership d/b/a Verizon Wireless,
By: Cellco Partnership d/b/a Verizon Wireless, its General Partner,
as an Originator
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Orange County-Poughkeepsie Limited Partnership d/b/a Verizon Wireless,
By: Verizon Wireless of the East LP, its General Partner
By: Cellco Partnership d/b/a Verizon Wireless, its General Partner, as an Originator
|
|
By:
|
/s/ Kee Chan
Sin
|
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Kee Chan Sin
|
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
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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 Assistant Treasurer of Bell Atlantic Mobile Systems LLC
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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
Verizon Wireless (VAW) LLC
|
As Vice President and Assistant Treasurer of
|
As Vice President and Assistant Treasurer of
|
Verizon Wireless (VAW) LLC acting on behalf of Omaha Cellular Telephone Company
|
Rural Cellular Corporation
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As Assistant Treasurer of
Bell Atlantic Mobile Systems LLC acting on behalf of Allentown SMSA Limited Partnership
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As Vice President and Assistant Treasurer of
AirTouch Cellular Inc.
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As Vice President and Assistant Treasurer of
GTE Wireless of the Midwest Incorporated acting on behalf of GTE Mobilnet of Fort Wayne Limited Partnership
|
As Vice President and Assistant Treasurer of
GTE Wireless of the Midwest Incorporated
|
As Vice President and Assistant Treasurer of
Cellco Partnership d/b/a Verizon Wireless acting on behalf of Illinois RSA 6 and 7 Limited Partnership
|
As Vice President and Assistant Treasurer of
Cellco Partnership d/b/a Verizon Wireless acting on behalf of Northeast Pennsylvania SMSA 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, acting on behalf of Orange County-Poughkeepsie Limited Partnership d/b/a Verizon Wireless
|
Legal Name
|
Chief Executive Office
|
Jurisdiction
of Organization |
Cellco Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
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Alltel Corporation
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
Los Angeles SMSA Limited Partnership, a California Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
California
|
New York SMSA Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
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New York
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Orange County-Poughkeepsie Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
New York
|
Chicago SMSA Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Illinois
|
Illinois RSA 6 and 7 Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Illinois
|
GTE Mobilnet of California Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
California
|
GTE Mobilnet of South Texas Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
Verizon Wireless of the East LP
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
Sacramento-Valley Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
California
|
Seattle SMSA Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
GTE Mobilnet of Fort Wayne Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
GTE Mobilnet of Indiana Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Indiana
|
Verizon Wireless (VAW) LLC
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
GTE Wireless of the Midwest Incorporated
|
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
|
15505 Sand Canyon Avenue
Irvine, CA 92618
|
California
|
AirTouch Cellular Inc.
|
One Verizon Way
Basking Ridge, NJ 07920
|
California
|
ALLTEL Communications of North Carolina Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
North Carolina
|
Bell Atlantic Mobile Systems LLC
|
One Verizon Way
|
Delaware
|
Legal Name
|
Chief Executive Office
|
Jurisdiction
of Organization |
Basking Ridge, NJ 07920
|
||
Omaha Cellular Telephone Company
|
One Verizon Way
Basking Ridge, NJ 07920
|
Nebraska
|
Rural Cellular Corporation
|
One Verizon Way
Basking Ridge, NJ 07920
|
Minnesota
|
Northeast Pennsylvania SMSA Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
Allentown SMSA Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
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:
|
Legal Name
|
Chief Executive Office
|
Jurisdiction
of Organization |
|
MASTER TRUST RECEIVABLES TRANSFER AGREEMENT
among
VERIZON DPPA MASTER TRUST,
as Transferor
CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS,
as Servicer
and
VERIZON ABS LLC,
as Depositor
Dated as of October 8, 2019
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
|
3
|
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 About Pools of Receivables Transferred by the Master Trust
|
5
|
Section 3.3.
|
Representations and Warranties About Each Receivable
|
7
|
Section 3.4.
|
Servicer Acquisition of Receivables for Breach of Representations
|
8
|
Section 3.5.
|
Depositor’s Representations and Warranties
|
10
|
Section 3.6.
|
Servicer’s Representations and Warranties
|
11
|
ARTICLE IV
|
MASTER TRUST’S AGREEMENTS
|
12
|
Section 4.1.
|
Financing Statements
|
12
|
Section 4.2.
|
No Transfer or Lien by the Master Trust
|
13
|
Section 4.3.
|
Expenses
|
13
|
Section 4.4.
|
Master Trust Records
|
13
|
Section 4.5.
|
Review of Master Trust’s Records
|
13
|
Section 4.6.
|
Review of Servicer’s Records
|
14
|
Section 4.7.
|
Acquisition of Bankruptcy Surrendered Receivables
|
14
|
ARTICLE V
|
OTHER AGREEMENTS
|
15
|
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
|
15
|
Section 6.1.
|
Amendments
|
15
|
Section 6.2.
|
Benefit of Agreement; Third-Party Beneficiaries
|
16
|
Section 6.3.
|
Notices
|
17
|
Section 6.4.
|
GOVERNING LAW
|
17
|
Section 6.5.
|
Submission to Jurisdiction
|
17
|
Section 6.6.
|
WAIVER OF JURY TRIAL
|
17
|
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
|
SA-1
|
EXHIBIT A
|
EA-1
|
SCHEDULE I TO EXHIBIT A
|
SCH-I
|
SCHEDULE II TO EXHIBIT A
|
SCH-II
|
(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.
|
Very truly yours,
|
||
CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS,
|
||
as Administrator
|
||
By
|
|
|
Name:
|
||
Title:
|
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
|
7
|
|
Section 3.1
|
Engagement
|
7
|
Section 3.2
|
Servicing of Receivables
|
7
|
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
|
11
|
Section 3.6
|
Review of Servicer’s Records
|
12
|
Section 3.7
|
Servicer’s Authorized and Responsible Persons
|
13
|
Section 3.8
|
Servicer’s Fees
|
13
|
Section 3.9
|
Servicer’s Expenses
|
13
|
Section 3.10
|
Custodian
|
13
|
Section 3.11
|
Marketing Agent
|
14
|
Section 3.12
|
Termination of Upgrade Programs; Credits Related to Upgrade Programs
|
15
|
Section 3.13
|
Notices to Obligors
|
16
|
ARTICLE IV ACCOUNTS, COLLECTIONS AND APPLICATION OF FUNDS
|
16
|
|
Section 4.1
|
Bank Accounts
|
16
|
Section 4.2
|
Investment of Funds in Bank Accounts
|
18
|
Section 4.3
|
Deposits and Payments
|
19
|
Section 4.4
|
Reserve Account; Negative Carry Account; Acquisition Account
|
21
|
Section 4.5
|
Direction to Indenture Trustee for Distributions
|
22
|
ARTICLE V DEPOSITOR
|
23
|
|
Section 5.1
|
Depositor’s Representations and Warranties
|
23
|
Section 5.2
|
Liability of Depositor
|
24
|
Section 5.3
|
Merger, Consolidation, Succession or Assignment
|
25
|
Section 5.4
|
Depositor May Own Notes
|
25
|
Section 5.5
|
Depositor’s Authorized and Responsible Persons
|
25
|
Section 5.6
|
Company Existence
|
25
|
Section 5.7
|
No Division
|
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
|
29
|
Section 6.3
|
Indemnities of Servicer and the Marketing Agent
|
29
|
Section 6.4
|
Delegation and Contracting
|
31
|
Section 6.5
|
Servicer May Own Notes
|
31
|
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
|
33
|
Section 7.3
|
Continue to Perform
|
34
|
Section 7.4
|
Successor Servicer
|
35
|
Section 7.5
|
Transition of Servicing
|
36
|
Section 7.6
|
Merger, Consolidation, Succession or Assignment
|
37
|
ARTICLE VIII TERMINATION
|
37
|
|
Section 8.1
|
Optional Acquisition of Receivables; Clean-Up Redemption of Notes
|
37
|
Section 8.2
|
Optional Redemption of Notes
|
38
|
Section 8.3
|
Termination
|
39
|
ARTICLE IX OTHER AGREEMENTS
|
39
|
|
Section 9.1
|
Financing Statements
|
39
|
Section 9.2
|
No Transfer or Lien by Depositor
|
40
|
Section 9.3
|
Expenses
|
40
|
Section 9.4
|
Receivables Information
|
40
|
Section 9.5
|
No Petition
|
40
|
Section 9.6
|
Limited Recourse
|
40
|
Section 9.7
|
Limitation of Liability
|
41
|
Section 9.8
|
Tax Treatment of Notes
|
41
|
Section 9.9
|
Regulation RR Risk Retention
|
41
|
Section 9.10
|
Cap Collateral Account
|
41
|
ARTICLE X MISCELLANEOUS
|
42
|
|
Section 10.1
|
Amendments
|
42
|
Section 10.2
|
Assignment; Benefit of Agreement; Third-Party Beneficiary
|
44
|
Section 10.3
|
Notices
|
44
|
Section 10.4
|
Agent for Service
|
45
|
Section 10.5
|
GOVERNING LAW
|
45
|
Section 10.6
|
Submission to Jurisdiction
|
45
|
Section 10.7
|
WAIVER OF JURY TRIAL
|
45
|
Section 10.8
|
No Waiver; Remedies
|
46
|
Section 10.9
|
Severability
|
46
|
Section 10.10
|
Headings
|
46
|
Section 10.11
|
Counterparts
|
46
|
Section 10.12
|
Limitation of Rights of the Cap Counterparty
|
46
|
Section 10.13
|
Intent of the Parties; Reasonableness
|
46
|
ARTICLE XI ASSET REPRESENTATIONS REVIEW; DISPUTE RESOLUTION
|
47
|
|
Section 11.1
|
Asset Representations Review
|
47
|
Section 11.2
|
Dispute Resolution
|
47
|
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
|
EB-1
|
(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
|
(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.
|
• |
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.
|
1. |
If to Cellco, in its individual capacity or as Servicer, Marketing Agent, Custodian or Administrator:
|
2. |
If to the Depositor:
|
3. |
If to the Issuer:
|
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 S&P:
|
8. |
If to Fitch:
|
9. |
If to the Cap Counterparty:
|
10. |
If to the Asset Representations Reviewer:
|
(a) |
the Initial Pool Balance; minus
|
(b) |
the Yield Supplement Overcollateralization Amount for the Closing Date;
|
(a) |
the Pool Balance as of the last day of the Collection Period immediately preceding such Payment Date or Acquisition Date; minus
|
(b) |
the Yield Supplement Overcollateralization Amount for such Payment Date or Acquisition Date.
|
• |
The customer may be able to upgrade an 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 an 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 the original device payment plan agreement.
|
(1) |
the sum of (a) Term SOFR and (b) the Benchmark Replacement Adjustment, provided that there has been no official public statement or publication of information by the Benchmark Administrator or the regulatory supervisor for the
Benchmark Administrator announcing that Term SOFR is not yet representative that has not been either withdrawn or superseded by a similar official public statement or publication that Term SOFR has become representative,
|
(2) |
the sum of (a) Compounded SOFR and (b) the Benchmark Replacement Adjustment,
|
(3) |
the sum of (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment,
|
(4) |
the sum of (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark
Replacement Adjustment, and
|
(5) |
the sum of (a) the alternate rate of interest that has been selected by the Administrator in its reasonable discretion as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark
Replacement Adjustment.
|
(1) |
the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected or recommended by the Relevant Governmental Body for the applicable
Unadjusted Benchmark Replacement,
|
(2) |
if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment, and
|
(3) |
the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrator in its reasonable discretion for the replacement of the then-current Benchmark with the applicable Unadjusted
Benchmark Replacement.
|
(1) |
in the case of clause (1) or (2) of the definition of “Benchmark Transition Event”, the later of (a) the date of the related official public statement or publication of information referenced therein and (b) the date on which the
applicable Benchmark Administrator permanently or indefinitely ceases to provide the Benchmark, or
|
(2) |
in the case of clause (3) of the definition of “Benchmark Transition Event”, the date of the official public statement or publication of information.
|
(1) |
an official public statement or publication of information by or on behalf of the Benchmark Administrator announcing that such Benchmark Administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely;
provided, that, at the time of such statement or publication, there is no successor Benchmark Administrator that will continue to provide the Benchmark,
|
(2) |
an official public statement or publication of information by the regulatory supervisor for the Benchmark Administrator, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the Benchmark
Administrator, a resolution authority with jurisdiction over the Benchmark Administrator or a court or an entity with similar insolvency or resolution authority over the Benchmark Administrator, which states that the Benchmark
Administrator has ceased or will cease to provide the Benchmark permanently or indefinitely; provided, that, at the time of such statement or publication, there is no successor Benchmark Administrator that will continue to provide the
Benchmark, or
|
(3) |
an official public statement or publication of information by the regulatory supervisor for the Benchmark Administrator announcing that the Benchmark is no longer representative.
|
(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.
|
(1) |
the rate, or methodology of this rate, and conventions of this rate selected or recommended by the Relevant Governmental Body for determining compounded SOFR; provided that
|
(2) |
if, and to the extent that, the Administrator determines that Compounded SOFR cannot be determined in accordance with clause (1) above, then the rate, or methodology of this rate, and conventions of this rate that have been selected by
the Administrator in its reasonable discretion.
|
(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.
|
(a) |
all amounts received and applied by the Servicer during the Collection Period for the Receivable after the date on which it became a Written-Off Receivable, including any proceeds from the sale of a Device securing any Receivable;
minus
|
(b) |
any amounts paid by the Servicer for the account of the related Obligor, including collection expenses and other amounts paid to third parties, if any, in connection with collections on the Written-Off Receivable; minus
|
(c) |
amounts, if any, required by Law or under the Servicing Procedures to be paid to the Obligor.
|
1.
|
Information Security Generally
|
One or more qualified Servicer employees must be designated with responsibility to protect Cellco Confidential Information against Loss or Misuse:
|
||
a.
|
Documented information security policies and standards ("Servicer's lnfoSec Standards") must be established that meet these Requirements and conform to all applicable data protection laws and regulations.
Servicer's lnfoSec Standards must include provisions that require assessments of various information security related risks, vulnerabilities and threats, and the management of those risks, vulnerabilities and threats then consistent with
these Requirements.
|
|||
b.
|
Servicer must require all permitted subcontractors to comply in writing with these Requirements.
|
|||
2.
|
Representations and Warranties
|
Servicer must represent and warrant that it and its directors, shareholders, officers, employees, agents and all permitted subcontractors are in compliance, and will continue to be in compliance, with all Laws
pertaining to the safeguarding, protection, privacy, security, encryption, unauthorized disclosure, breach notification and disposal of personal or similar information used, maintained, and/or accessed on Cellco's behalf.
|
||
3.
|
Basic Data Protection
|
Servicer shall protect all Cellco Confidential Information as follows (additional controls are required for Cellco Highly Confidential Information):
|
||
a.
|
Data Labeling: Servicer shall maintain any labeling or other designations applied by Cellco on electronic and physical copies of data, and to any data set containing Cellco Confidential Information (or
Cellco Highly Confidential Information).
|
|||
b.
|
Least Privilege: Servicer must apply the "Principle of Least Privilege" (or "PLP") model for access to Cellco Confidential Information, enabling access only to such information as are necessary for
person or process to perform a legitimate business function. Periodic review of PLP is required.
|
|||
c.
|
Authentication: Servicer shall ensure that authentication meeting these Requirements is required prior to granting access to Cellco Confidential Information stored in a system, application or database.
Authentication resulting in access to a system, application or database containing Cellco Confidential Information must be logged consistent with these Requirements.
|
|||
d.
|
Encrypted Portable Media: Any Cellco Confidential Information stored on portable media (such as DVD, CD, magnetic tape media, removable hard drives, USB drives or similar portable storage), must meet
Storage Encryption requirements.
|
|||
e.
|
Network Protection: Servicer shall use Industry Standard measures, including encryption, for preventing interception of or access to Cellco Confidential Information transiting networks. Transit over the
public internet and other externally accessible networks requires Transport Encryption.
|
|||
f.
|
Controlled Spaces: Cellco Confidential Information contained in paper form or unencrypted electronic media must be stored in a controlled space (e.g., individual office with a door) with standard,
after-business-hours locking; or in
|
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|
locked storage containers (e.g., locked drawer, cabinet).
|
||||
g.
|
Prohibiting Unintended Viewing: Cellco Confidential Information must be protected against casual, unintended viewing by unauthorized persons.
|
|||
h.
|
Document Disposal: Sanitization of Servicer Devices containing Cellco Confidential Information must meet these Requirements. All hardcopy documents must be cross-cut
shredded.
|
|||
i.
|
Secure Physical Media Transport: When physically transporting digital media containing Cellco Confidential Information, that information must be protected using Storage
Encryption. If approved by Cellco, transport using a qualified courier, with tracking and in a physically secure container. Physical transport of paper documents or other physical media containing Cellco Confidential Information must be
protected against casual observation of the information and sent using reliable means which includes tracking.
|
|||
j.
|
Datacenter/Server/Cloud Facilities: If Cellco Confidential Information is stored in or processed in server or datacenter facilities, those facilities must meet the
facility standards set out in these Requirements for the particular class of Information.Cellco Confidential Information must not be (i) processed on a Public Cloud or the Public Cloud portion of a Hybrid Cloud solution (see definition
of "Cloud Environments" below), nor (ii) stored on a Public Cloud or the Public Cloud portion of a Hybrid Cloud solution unless there is Transport Encryption for communications with and among Cloud Environment elements, and Sensitive
Personal Information has Storage Encryption when stored.
|
|||
k.
|
Cloud Environments: For all Cloud Environments, Servicer shall validate compliance, at least once annually, with either (i) the latest version of the Cloud Security Alliance
Cloud Controls Matrix (CCM) at https://cloudsecurityalliance.org, or (ii) a Cellco-approved equivalent set of security, privacy, and business continuity controls, which will meet Cellco's external and internal compliance
requirements for protecting Cellco Confidential Information or Cellco Highly Confidential Information.
|
4.
|
Cellco Highly Confidential Information Control Requirements
|
In addition to all of the Basic Data Protection requirements above for Cellco Confidential Information, Cellco Highly Confidential Information must be further protected
using the following controls:
|
||
a.
|
Encrypted Storage: All Cellco Highly Confidential Information must be stored only using Storage Encryption.
|
|||
b.
|
Key Management. Servicer shall document, implement, and maintain enterprise-class Industry Standard encryption key and seed management procedures to ensure the
integrity, security, and retrieval of any applicable Cellco encryption keys or Cellco encrypted data. These procedures should include generating, distributing, storing, changing, recovering, archiving, and destroying encryption keys
and the implementation of periodic key rotation, revocation (at least annually or in the event of compromise), and dual knowledge (such that one person does not have the full key for any data encrypted at rest).
|
|||
c.
|
Verified Least Privilege: In addition to initial and periodic determinations of least privileged access undertaken for Cellco Confidential Information, with respect
to Cellco Highly Confidential Information, Servicer shall verify continued entitlement to access consistent with PLP at least annually (and at least every ninety (90) days for elevated privilege or administrator accounts for
applications/systems/databases subject to Sarbanes Oxley 404
|
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|
requirements or Payment Card Industry (PCI) requirements or equivalent non- USA international requirements), using processes that provide independent assurance.
|
||||
d.
|
Logging and Log Review: In addition to the logging and monitoring described elsewhere in these Requirements, Servicer must implement logging systems and log reviews
reasonably sufficient to detect Loss or Misuse of Cellco Highly Confidential Information. At a minimum, this includes:
|
|||
i.
|
logging and log reviews of operations that export or copy Cellco Highly Confidential Information
|
|||
ii.
|
developing a baseline of expected export/copy activity and
|
|||
iii.
|
logging to detect activity exceeding baseline thresholds.
|
|||
e.
|
Display Controls: To prevent disclosure of Cellco Highly Confidential Information when unnecessary to perform a required business function and when required by law,
Servicer shall mask or truncate data in display.
|
|||
f.
|
System Segmentation. Except as otherwise approved by Cellco, systems or devices storing, processing or transmitting Cellco Highly Confidential Information must be
logically isolated from systems that handle other companies' information. For example, Servicer must use separate database server instances for the processing of Cellco Highly Confidential Information or must use separate virtual
operating system images than those used or accessed by other companies serviced by the Servicer.
|
5.
|
Security Logging and Monitoring
|
Servicer must utilize logging and monitoring controls for all Servicer Systems:
|
|||
a.
|
Servicer must maintain electronic logs of all access to Cellco Highly Confidential Information, depicting the details of the access, as well as general logs related to systems
housing Cellco Confidential Information and user access to systems. The approach to creating, maintaining and analyzing these electronic logs should be materially similar to NIST SP 800-92.
|
||||
b.
|
At a minimum logs shall capture sufficient information to identify specific personnel accessing data, time stamps, and specific data accessed for all access to Cellco Highly
Confidential Information.
|
||||
c.
|
Logs shall be regularly (with the period commensurate with risk) reviewed by Servicer, either manually or using log parsing tools.
|
||||
d.
|
Servicer Systems must generate event logs for the following events at a minimum:
|
||||
i.
|
User systems access events (logons, logoffs, authentication failures),
|
||||
ii.
|
Additions, Deletions and Changes in user accounts and permissions,
|
||||
iii.
|
Mass data modification, movement, deletion, and
|
||||
iv.
|
Events related to system and log integrity, including malware detection
|
||||
e.
|
Logs must be retained for a minimum of six (6) months.
|
||||
f.
|
Logs must be protected from unauthorized access, modification and accidental or deliberate destruction.
|
||||
g.
|
Log reviews must be undertaken by a designated trained individual or group of individuals, manually or through the use of tools, in order to detect unauthorized activity.
|
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|
6.
|
Access Control
|
Servicer must utilize logical access controls for all access to Cellco Confidential Information, as follows:
|
||
a.
|
Use of PLP, such that Servicer enables access to only such information as are necessary to perform a legitimate business function for the role assigned to an authorized user.
Servicer must also employ a secure and reliable method of enforcing authorization controls to limit access consistent with PLP. Compliance with PLP also requires a process which will promptly terminate access by an employee or
contractor who no longer requires access to perform under the Transfer and Servicing Agreement (e.g., a terminated or reassigned employee/contractor).
|
|||
b.
|
A process of controlling User IDs and other identifiers to ensure they are unique among users and are not shared.
|
|||
c.
|
Servicer Staff or Cellco SPI must not be used as an authentication or authorization mechanism.
|
|||
d.
|
Industry Standard password selection and aging procedures to limit opportunities for compromise of password security must be utilized. Such password procedures must
substantially align with NIST SP 800-63:
|
|||
e.
|
Administrative or elevated privileged access to servers must be encrypted in accordance with Transport Encryption.
|
|||
f.
|
Shared or elevated privileged account activity must be monitored, including recordation of failed access attempts and changes to user rights.
|
|||
g.
|
Shared or elevated privileged accounts shall not be used unless the usage can be reliably tracked back to an individual Servicer Staff person.
|
|||
h.
|
When any user's access privileges are removed or disabled, all related privileges must be purged from the application to avoid inheritance of privileges.
|
|||
i.
|
When an error occurs during logon, it must not allow circumvention or breaking out of login process and access must be denied.
|
|||
7.
|
Security Incident Management and Response
|
a.
|
Servicer must have a plan for security incident management and response in the event of an actual or suspected (i) Security Compromise with respect to Cellco Confidential
Information, (ii) Loss or Misuse of Cellco Confidential/Highly Confidential Information, or (iii) malware posing a significant threat to Cellco Confidential Information (collectively "Security Incident").
|
|
b.
|
Servicer's Security Incident management and response plan must have documented formal procedures that comply with Industry Standards and applicable laws addressing
investigation and response to Security Incidents, including without limitation, government mandated notifications in the event of privacy breaches.
|
|||
c.
|
Servicer must provide notification via electronic mail to security.issues@verizon.com of a Security Incident described in a(i) and (ii) as soon as practicable after,
but no later than twenty-four (24) hours, following awareness of the Security Incident. Servicer shall provide notification to the above address of a Security Incident meeting the criteria of a(iii) within three (3) days after discovery
of same, and continue to cooperate with Cellco and provide regular updates thereafter.
|
|||
d.
|
In addition, after a Security Incident Servicer shall (i) use best efforts to re-secure its systems immediately, and (ii) cooperate with Cellco in the investigation and
remediation of any such occurrence. At Cellco's discretion, such remediation may include, but is not limited to, (a) the provision and distribution of notice letters by Cellco or Servicer (if, by Servicer, subject to Cellco's approval)
concerning such
|
Cellco Private |
Page | 4
|
occurrence to any person affected or potentially affected thereby and domestic and international, is necessary, authorities (collectively, "Notifications"); and (b) with respect to any Security Incident that
poses a risk of identity theft, including without limitation a Security Incident involving a social security number, driver's license or similar personal identification number, the provision of daily credit monitoring, access to credit
reports and identity theft insurance for a period of two (2) years (collectively, "Credit Monitoring") to any person affected or potentially affected as a result of a Security Breach.
|
||||
e.
|
Servicer agrees that it shall assume or reimburse Cellco for all reasonable and documented remediation costs, including, but not limited to, any governmental fees or fines, costs for Notifications, costs for
Credit Monitoring, and customer reimbursements incurred by Cellco or any of its affiliates in connection with a Security Incident.
|
|||
8.
|
Communications Management
|
Servicer must ensure that the following communications management controls are applied for communications pertaining to Cellco Confidential Information:
|
||
a.
|
Servicer must implement Industry Standard security requirements for Electronic Data Interchange (EDI) connections, when Servicer interacts with Cellco (or others on Cellco's
behalf) using EDI. Any other electronic data interchange must also comply with applicable Industry Standards and be approved by Cellco.
|
|||
b.
|
Servicer must use Industry Standard methods to prevent interception of, or improper access to (i) voice, email, voicemail and data communications, including collaboration and
conferencing sessions, pertaining to Cellco Confidential Information, and (ii) Cellco operations or communications with Cellco.
|
|||
c.
|
Servicer must take appropriate measures to prevent the use of external personal email accounts, personal websites and social media in handling Cellco Confidential Information
and that electronic mail is not utilized as archival storage for Cellco Confidential Information.
|
|||
d.
|
Servicer must ensure retention and restoral of electronic mail when directed by Cellco in connection with actual or anticipated legal proceedings.
|
|||
e.
|
Servicer must ensure general purpose fax communications are secured through appropriate administrative procedures.
|
|||
9.
|
Privacy
|
Servicer must adhere to and abide by the following privacy related requirements:
|
||
a.
|
SPI must be treated consistent with these Requirements and applicable law.
|
|||
b.
|
SPI data must never be posted, displayed or made available on an unsecured public website.
|
|||
c.
|
If SPI data is among the data types relevant to a service for which Cellco approval is sought or where notification to Cellco is required under the Transfer and Servicing
Agreement or these Requirements, the fact that SPI is involved in the request or notification must be prominently noted in the request or notification, together with identification of the specific SPI.
|
|||
d.
|
Servicer must undertake required action to verify that SPI of Cellco or its customer is used only for permitted business purposes and shall provide a written notice by an
authorized Servicer employee confirming the foregoing.
|
|||
e.
|
Servicer must support removal of SPI from any Servicer Systems, datacenters, facilities when no longer needed.
|
|||
f.
|
Where advised by Cellco or where Servicer is otherwise made aware that SPI is contained in a particular dataset, Servicer must continue to track that SPI throughout Servicer's
processes and operations.
|
Cellco Private |
Page | 5
|
10.
|
Proof of Compliance; Audit Assistance
|
a.
|
Servicer must develop and retain documentation demonstrating compliance with these Requirements and upon request from Cellco, Servicer must produce that documentation for
Cellco review.
|
|
b.
|
Servicer shall reasonably cooperate with Cellco's efforts to verify Servicer's compliance with these Requirements, which efforts may include periodic audits of Servicer's
operations by Cellco or a third party at Cellco request and on reasonable notice. Servicer will address in a timely manner, security issues that are uncovered in such assessments.
|
1.
|
Cellco Confidential Information
|
means non-public information received from Cellco in connection with the Transfer and Servicing Agreement.
|
||
2.
|
Cellco Highly Confidential Information
|
means Cellco Confidential Information that also fits the following criteria:
|
||
• |
Information related to personally identifiable information of Cellco customers, as defined in NIST SP 800-122,
|
|||
• |
Financial/bank information of Cellco customers, and
|
|||
• |
any other SPI not specifically described above.
|
|||
3.
|
Cloud Environment
|
means a set of systems and processes acting together to provide services in a manner that is disassociated with the underlying specific hardware or software used for such purpose, and includes Hybrid Clouds,
Private Clouds, Public Clouds and Community Clouds, as defined by NIST Special Publication 800-145.
|
||
4.
|
days
|
means calendar days unless otherwise specified.
|
||
5.
|
Industry Standard
|
means any of the following:
|
||
(1)
|
actually used or adopted by a substantial number of companies comparable in size, stature, function to Cellco;
|
|||
(2)
|
prescribed for use by an applicable nationally recognized standards body; or
|
|||
(3)
|
assessed by a significant number of recognized experts in the field as acceptable and reasonable, except where a recent disclosure/public finding uncovers a significant
flaw/vulnerability in such standard.
|
|||
6.
|
Loss
|
means the loss of control over Cellco Confidential Information, such that one or more actors may further disclose or Misuse.
|
||
7.
|
Misuse
|
means the inappropriate or wrongful exercise of a right or privilege, such as a right or privilege to access information, the wrongful disclosure of that information or the malicious or
otherwise improper execution of a function or operation.
|
||
8.
|
Secure
|
means a process that destroys media on which information is located and thereby
|
Cellco Private |
Page | 6
|
Destruction
|
makes recovery of such information impossible, consistent with Guidelines for Media Sanitization, National Institute of Standards and Technology, NIST Special Publication 800-88 (NIST 800-88). Incineration,
shredding and pulverizing are all permissible physical destruction methods in accordance with minimum standards specified in NIST 800-88. Media that have been subject to such destruction are "Destroyed" and have achieved "Sanitization"
under these Requirements.
|
|||
9.
|
Sensitive Personal Information (SPI)
|
means the following subset of Cellco Highly Confidential Information, where identifiable to an individual:
|
||
• |
Social Security number (SSN), as well as the last four (4) digits of SSN,
|
|||
• |
Driver's license number or other federal or state government issued identification number, including state issued ID, work visa, passport, and military ID numbers,
|
|||
• |
Health or medical information,
|
|||
• |
Credit Card/ Debit Card Information, bank or other financial account information, such as account numbers and ACH information,
|
|||
• |
Access codes, pins, passwords, challenge responses,
|
|||
• |
Mother's maiden name, and date of birth.
|
|||
10.
|
Requirements
|
means the requirements set out in this document.
|
||
11
|
Storage Encryption
|
means data encryption using a non-proprietary Industry Standard algorithm approved by Cellco. This includes:
|
File/Data TypeCipher
|
Encryption Algorithm
|
Strength
|
|||
Flat (ASCII) files
|
Symmetric Block
Symmetric Block |
Triple DES
AES |
168 bits
256 bits |
||
Database Tables
|
Symmetric Block
Symmetric Block |
Triple DES
AES |
168 bits
256 bits |
||
Backup/Tape1
|
Symmetric Block
Symmetric Block |
Triple DES
AES |
168 bits
256 bits |
||
Other2
|
Symmetric Block
Symmetric Block |
Triple DES
AES |
168 bits
256 bits |
12.
|
Sanitization
|
means a process that removes information from media or that renders such information irretrievable, such that data recovery is not possible, and means to a level no less effective than as specified in NIST
800-88.
|
13.
|
Secure Transportation
|
means transport utilizing a licensed, bonded, secure carrier that implements and adheres to an Industry Standard "chain of custody program", for tracking the movement and disposition of storage media or other
equipment from receipt to final disposition, including tracking ownership of the media, the serial number of the media,
|
Cellco Private |
Page | 7
|
verification at collection/pick-up location (owner/end user), driver name, date and time stamp, and receipt at Servicer's location (date and time stamp).
|
||
14.
|
Security Compromise
|
means the acquisition or use of data, or execution of operations or function, without authorization and through an actual or suspected contravention of security measures.
|
15.
|
Servicer Devices
|
means devices (computing, storage, telecommunications or networking equipment) provided by Servicer that process, store, or transmit Cellco Confidential Information or are used to perform services under the
Transfer and Servicing Agreement.
|
16.
|
Servicer Systems
|
means any Servicer or third party systems or applications, alone or used with Servicer Devices, that process, store, or transmit Cellco Confidential Information or to perform services under the Transfer and
Servicing Agreement.
|
17.
|
Servicer Staff
|
means employees, contract employees, and temporary staff of Servicer and any authorized subcontractors with access to Cellco Confidential Information or performing under the Transfer and Servicing Agreement.
|
18.
|
Transport Encryption
|
means transport encryption that meets current Cellco-approved requirements, presently no less secure than encryption utilizing the then current IETF (www.ietf.org) ratified version of Transport Layer
Security (TLS) protected by a minimum of 128 bit encryption with a 1024 bit keys using Cellco approved digital certificates.
|
Cellco Private |
Page | 8
|
Re: |
The Transfer and Servicing Agreement, dated as of October 8, 2019 (the “Agreement”), among Verizon Owner Trust 2019-C (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.
|
ARTICLE I USAGE AND DEFINITIONS
|
1
|
|
Section 1.1.
|
Usage and Definitions
|
1
|
ARTICLE II ADMINISTRATION OF ISSUER
|
1
|
|
Section 2.1.
|
Engagement of Administrator
|
1
|
Section 2.2.
|
Administrator’s Rights and Obligations.
|
1
|
Section 2.3.
|
Limits on Administrator’s Rights and Obligations.
|
3
|
Section 2.4.
|
Power of Attorney
|
4
|
Section 2.5.
|
Access to Issuer Records
|
4
|
Section 2.6.
|
Review of Administrator’s Records
|
4
|
Section 2.7.
|
Updating List of Responsible Persons
|
4
|
Section 2.8.
|
Administrator’s Fees and Expenses
|
4
|
Section 2.9.
|
Form 10-Ds; Investor Communications
|
5
|
Section 2.10.
|
Benchmark Replacement Conforming Changes
|
7
|
Section 2.11.
|
Additional Requirements of the Administrator
|
7
|
ARTICLE III ADMINISTRATOR
|
8
|
|
Section 3.1.
|
Administrator’s Representations and Warranties
|
8
|
Section 3.2.
|
Liability of Administrator.
|
9
|
Section 3.3.
|
Resignation and Removal of Administrator.
|
10
|
Section 3.4.
|
Successor Administrator.
|
11
|
Section 3.5.
|
Merger, Consolidation, Succession or Assignment
|
12
|
Section 3.6.
|
Delegation and Contracting
|
12
|
ARTICLE IV OTHER AGREEMENTS
|
12
|
|
Section 4.1.
|
Independence of Administrator; No Joint Venture
|
12
|
Section 4.2.
|
Transactions with Affiliates; Other Transactions
|
12
|
Section 4.3.
|
No Effect on Cellco in Other Capacities
|
12
|
Section 4.4.
|
No Petition
|
12
|
Section 4.5.
|
Limitation of Liability of Owner Trustee and Indenture Trustee.
|
13
|
Section 4.6.
|
Termination
|
13
|
ARTICLE V MISCELLANEOUS
|
13
|
|
Section 5.1.
|
Amendments.
|
13
|
Section 5.2.
|
Assignment; Benefit of Agreement; Third-Party Beneficiary.
|
14
|
Section 5.3.
|
Notices.
|
15
|
Section 5.4.
|
GOVERNING LAW
|
15
|
Section 5.5.
|
Submission to Jurisdiction
|
15
|
Section 5.6.
|
WAIVER OF JURY TRIAL
|
16
|
Section 5.7.
|
No Waiver; Remedies
|
16
|
Section 5.8.
|
Severability
|
16
|
Section 5.9.
|
Headings
|
16
|
Section 5.10.
|
Counterparts
|
16
|
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.
|
|
VERIZON OWNER TRUST 2019-C,
as Issuer
By: Wilmington Trust, National Association,
not in its individual capacity but solely as Owner Trustee
By: /s/ Clarice Wright
Name: Clarice Wright
Title: Assistant
Vice President
CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS,
as Administrator
By: /s/ Kee Chan Sin
Name: Kee Chan Sin
Title: Vice President and Assistant Treasurer
|
AGREED AND ACCEPTED BY:
VERIZON ABS LLC,
as Depositor
By: /s/ Kee Chan Sin
Name: Kee Chan Sin
Title: Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Indenture Trustee
By: /s/ Matthew M. Smith
Name: Matthew M. Smith
Title: Vice President
|
ARTICLE I
|
USAGE AND DEFINITIONS
|
1
|
Section 1.1
|
Usage and Definitions
|
1
|
ARTICLE II
|
ESTABLISHMENT OF COLLATERAL ACCOUNTS
|
1
|
Section 2.1
|
Description of Accounts
|
1
|
Section 2.2
|
Account Changes
|
2
|
Section 2.3
|
Account Types
|
2
|
Section 2.4
|
Securities Accounts
|
2
|
Section 2.5
|
“Financial Assets” Election
|
3
|
ARTICLE III
|
SECURED PARTY CONTROL
|
3
|
Section 3.1
|
Control of Collateral Accounts
|
3
|
Section 3.2
|
Investment Instructions
|
3
|
Section 3.3
|
Conflicting Orders or Instructions
|
4
|
ARTICLE IV
|
SUBORDINATION OF LIEN; WAIVER OF SET-OFF
|
4
|
Section 4.1
|
Subordination of Lien; Waiver of Set-Off
|
4
|
ARTICLE V
|
REPRESENTATIONS, WARRANTIES AND COVENANTS
|
4
|
Section 5.1
|
Financial Institution’s Representations and Warranties
|
4
|
Section 5.2
|
Financial Institution’s Covenants
|
5
|
Section 5.3
|
Hague Securities Convention
|
5
|
ARTICLE VI
|
OTHER AGREEMENTS
|
6
|
Section 6.1
|
Reliance by Financial Institution
|
6
|
Section 6.2
|
Termination
|
6
|
Section 6.3
|
No Petition
|
6
|
Section 6.4
|
Limitation of Liability
|
6
|
Section 6.5
|
Conflict With Other Agreement
|
7
|
Section 6.6
|
[Reserved]
|
7
|
Section 6.7
|
Adverse Claims
|
7
|
Section 6.8
|
Maintenance of Collateral Accounts
|
7
|
ARTICLE VII
|
MISCELLANEOUS
|
8
|
Section 7.1
|
Amendment
|
8
|
Section 7.2
|
Benefit of Agreement
|
9
|
Section 7.3
|
Notices
|
9
|
Section 7.4
|
Governing Law
|
10
|
Section 7.5
|
Submission to Jurisdiction
|
10
|
Section 7.6
|
Waiver of Jury Trial
|
10
|
Section 7.7
|
No Waiver; Remedies
|
11
|
Section 7.8
|
Severability
|
11
|
Section 7.9
|
Headings
|
11
|
Section 7.10
|
Counterparts
|
11
|
Exhibit A
|
Form of Notice of Sole Control
|
A-1
|
Exhibit B
|
Form of Termination of Securities Account Control Agreement
|
B-1
|
Re: |
Notice of Sole Control
|
Very truly yours,
|
||
U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Secured Party
|
||
By:
|
|
|
Name:
|
||
Title:
|
Re: |
Termination of Securities Account Control Agreement
|
Very truly yours,
|
||
U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Secured Party
|
||
By:
|
|
|
Name:
|
||
Title:
|
ARTICLE I
|
USAGE AND DEFINITIONS
|
1
|
Section 1.1
|
Usage and Definitions
|
1
|
Section 1.2
|
Additional Definitions
|
1
|
Section 1.3
|
Review Materials and Test Definitions
|
2
|
ARTICLE II
|
ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER
|
2
|
Section 2.1
|
Engagement; Acceptance
|
2
|
Section 2.2
|
Confirmation of Status
|
3
|
ARTICLE III
|
ASSET REPRESENTATIONS REVIEW PROCESS
|
3
|
Section 3.1
|
Review Notices
|
3
|
Section 3.2
|
Identification of Review Receivables
|
3
|
Section 3.3
|
Review Materials
|
3
|
Section 3.4
|
Performance of Reviews
|
4
|
Section 3.5
|
Review Reports
|
4
|
Section 3.6
|
Review Representatives
|
5
|
Section 3.7
|
Dispute Resolution
|
5
|
Section 3.8
|
Limitations on Review Obligations
|
5
|
Section 3.9
|
Updated Review Materials
|
6
|
ARTICLE IV
|
ASSET REPRESENTATIONS REVIEWER
|
6
|
Section 4.1
|
Representations and Warranties
|
6
|
Section 4.2
|
Covenants
|
8
|
Section 4.3
|
Fees and Expenses
|
8
|
Section 4.4
|
Limitation on Liability
|
9
|
Section 4.5
|
Indemnification by Asset Representations
Reviewer
|
9
|
Section 4.6
|
Indemnification of Asset Representations
Reviewer
|
9
|
Section 4.7
|
Review of Asset Representations Reviewer’s
Records
|
10
|
Section 4.8
|
Delegation of Obligations
|
11
|
Section 4.9
|
Confidential Information
|
11
|
Section 4.10
|
Personally Identifiable Information
|
13
|
ARTICLE V
|
RESIGNATION AND REMOVAL; SUCCESSOR ASSET REPRESENTATIONS REVIEWER
|
15
|
Section 5.1
|
Eligibility Requirements for Asset
Representations Reviewer
|
15
|
Section 5.2
|
Resignation and Removal of Asset
Representations Reviewer
|
15
|
Section 5.3
|
Successor Asset Representations Reviewer
|
16
|
Section 5.4
|
Merger, Consolidation or Succession
|
17
|
ARTICLE VI
|
OTHER AGREEMENTS
|
17
|
Section 6.1
|
Independence of Asset Representations Reviewer
|
17
|
Section 6.2
|
No Petition
|
17
|
Section 6.3
|
Limitation of Liability of Owner Trustee
|
17
|
Section 6.4
|
Termination of Agreement
|
18
|
Section 6.5
|
Monthly Reports
|
18
|
ARTICLE VII
|
MISCELLANEOUS PROVISIONS
|
18
|
Section 7.1
|
Amendments
|
18
|
Section 7.2
|
Assignment; Benefit of Agreement; Third Party
Beneficiaries
|
19
|
Section 7.3
|
Notices
|
19
|
Section 7.4
|
GOVERNING LAW
|
19
|
Section 7.5
|
Submission to Jurisdiction
|
20
|
Section 7.6
|
WAIVER OF JURY TRIAL
|
20
|
Section 7.7
|
No Waiver; Remedies
|
20
|
Section 7.8
|
Severability
|
20
|
Section 7.9
|
Headings
|
20
|
Section 7.10
|
Counterparts
|
20
|
Section 7.11
|
Non-exclusive Agreement
|
20
|
VERIZON OWNER TRUST 2019-C,
|
|||
as Issuer
|
|||
By:
|
Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee of Verizon Owner Trust 2019-C
|
||
By:
|
/s/ Clarice Wright
|
||
Name: Clarice Wright
|
|||
Title: Assistant Vice President
|
|||
CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS,
|
|||
as Servicer
|
|||
By:
|
/s/ Kee Chan Sin
|
||
Name: Kee Chan Sin
|
|||
Title: Vice President and Assistant Treasurer
|
|||
PENTALPHA SURVEILLANCE LLC,
|
|||
as Asset Representations Reviewer
|
|||
By:
|
/s/ James Callahan
|
||
Name: James Callahan
|
|||
Title: Executive Director and Solely as an Authorized Signatory for Pentalpha Surveillance LLC
|
1. |
Forms of device payment plan agreements
(each, a “Form Contract”) applicable to the Receivables; and
|
2. |
An electronic data tape (the “Data
Tape”) describing certain characteristics of the Receivables as of the Cutoff Date or such other applicable date of determination.
|
Representation
and Warranty
|
Tests
|
As of the related Cutoff Date, the Obligor on the account for such Receivable had a billing address in the United States or in a territory of the United States.
|
Check that state code indicated on Data Tape is a US state or US territory.
|
As of the related Cutoff Date, the remaining term of the Receivable is less than or equal to 24 months.
|
Check that remaining installments indicated on Data Tape are less than or equal to 24 months.
|
The Receivable did not contain a contractual right to an upgrade of the Device related to such device payment plan agreement, at the time such Receivable was originated.
|
Check that Form Contract used at the time of sale date is an approved form.
|
The origination date of the Receivable was at least 15 days prior to the related Cutoff Date.
|
Check that sale date indicated on Data Tape is greater than 15 days prior to the related Cutoff Date.
|
As of the related Cutoff Date, as indicated on the records of the Originator or one of its Affiliates, the Obligor on the account for such Receivable maintains service with Verizon Wireless.
|
Check that account status on Data Tape is active.
|
Under the Receivable, there is no prepayment penalty.
|
Check that Form Contract used at time of sale date does not contain a prepayment penalty.
|
As of the related Cutoff Date, as indicated on the records of the Originator or one of its Affiliates, the Receivable is not associated with the account of a business customer or government customer.
|
Check that customer type on Data Type is “PE” or “ME.”
|
As of the related Cutoff Date, the Obligor on the account for such Receivable is not indicated to be subject to a current bankruptcy proceeding on the records of the related Originator or one of its Affiliates, acting
as its agent.
|
Check that bankruptcy status on Data Tape is not open.
|
As of the related Cutoff Date, the Receivable is not a Receivable that is part of an account (A) on which any amount is 31 days or more Delinquent by the Obligor or (B) that is in
|
Check that Data Tape indicates that the account related to the Receivable is less than 31 days past due and that account and line is active.
|
Representation
and Warranty
|
Tests
|
“suspend” or “disconnect” status (including as a result of the application of the Servicemembers Civil Relief Act, as amended) in accordance with the Servicing Procedures.
|
|
The Receivable is denominated and payable only in U.S. dollars.
|
Check that Form Contract used at time of sale date indicates that it is payable in U.S. dollars.
|
The Obligor under such Receivable is required to make payments no less frequently than monthly under the related device payment plan agreement.
|
Check that Data Tape indicates monthly payments.
|
As of the related Cutoff Date, the outstanding balance of the Receivable does not exceed $2,500.
|
Check that unpaid balance indicated on Data Tape is less than or equal to $2,500.
|
As of the related Cutoff Date, either (i) at least one monthly payment made by the Obligor under the related device payment plan agreement has been received with respect to the related Receivable or (ii) the related
Obligor has at least one year of Customer Tenure with Verizon Wireless.
|
Check that Data Tape (i) has the first payment indicated as “YES” or (ii) indicates customer tenure is greater than or equal to 1yr.
|
The Receivable was originated in, and is subject to the Laws of, a jurisdiction which permits the transfer and assignment of the Receivable, and the terms of the Receivable do not contain a requirement that the related
Obligor consent to the transfer or assignment of the rights to payment of the related Originator under such Receivable.
|
Check that Form Contract used at time of sale date is an approved form.
|
At the time of origination, the Receivable complied in all material respects with any requirements of Law applicable thereto.
|
Check that Form Contract used at time of sale date is an approved form.
|
The Receivable constitutes the legal and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms (except as such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization or similar Laws relating to and limiting creditors’ rights generally and by general principles of equity (regardless of whether
|
Check that Form Contract used at time of sale date is an approved form.
|
Representation
and Warranty
|
Tests
|
enforcement is sought in a proceeding in equity or in law)).
|
|
As of the related Cutoff Date, neither the Originator’s receivables systems nor the Receivable File indicates that the Receivable was satisfied or rescinded.
|
Check that loan status indicated on Data Tape is active.
|