Date of report (Date of earliest event reported): January 21, 2020
|
VERIZON
OWNER TRUST 2020-A
|
(Exact name of Issuing Entity as specified in its charter)
Commission File Number: 333-224598-05
Central Index Key: 0001796705
|
VERIZON
ABS LLC
|
(Exact name of Depositor/Registrant as specified in its charter)
Central Index Key: 0001737286
|
Delaware
|
333-224598
|
22-3372889
|
(State or Other Jurisdiction of Incorporation of Registrant)
|
(Commission File Number of Registrant)
|
(IRS Employer Identification No. of Registrant)
|
CELLCO
PARTNERSHIP
|
(Exact name of Sponsor as specified in its charter)
Central Index Key: 0001175215
|
One Verizon Way
Basking Ridge, New Jersey
|
07920
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code: (212) 395-1000
|
Not Applicable
|
(Former name or former address, if changed since last report)
|
[ ] |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
[ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
[ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
Not applicable
|
Not applicable
|
Not applicable
|
Item 1.01
|
Entry into a Material Definitive Agreement.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
|
(a) |
Not applicable.
|
(b) |
Not applicable.
|
(c) |
Not applicable.
|
(d) |
Exhibits:
|
Exhibit No. |
Description
|
VERIZON ABS LLC
|
|||
By:
|
/s/ Kee Chan Sin
|
||
Name:
|
Kee Chan Sin
|
||
Title:
|
Chief Financial Officer
|
in the case of the Depositor:
|
|
Verizon ABS LLC
|
|
One Verizon Way
|
|
Basking Ridge, New Jersey 07920
|
|
Attention: Chief Financial Officer
|
|
E-mail: kee.chan.sin@verizon.com
|
|
in the case of Verizon Wireless:
|
|
Cellco Partnership d/b/a Verizon Wireless
|
|
One Verizon Way
|
|
Basking Ridge, New Jersey 07920
|
|
Attention: Vice President and Assistant Treasurer
|
|
E-mail: kee.chan.sin@verizon.com
|
|
in the case of the Representatives:
|
|
BofA Securities, Inc.
One Bryant Park, Floor 11
|
New York, New York 10036
Attention: Carl Anderson
E-mail: carl.w.anderson@bofa.com
Mizuho Securities USA LLC
320 Park Avenue, 12th Floor
New York, New York 10022
Attention: Office of the General Counsel
E-mail: legalnotices@mizuhogroup.com
MUFG Securities Americas Inc.
1221 Avenue of the Americas, 6th Floor
New York, New York 10020
Attention: Tricia Hazelwood
E-mail: Tricia.hazelwood@mufgsecurities.com
Wells Fargo Securities, LLC
550 South Tryon Street, 5th Floor
Charlotte, North Carolina 28202
Attention: Austin Vanassa
E-mail: austin.vanassa@wellsfargo.com
|
Underwriter |
Class A-1a
Notes
|
Class A-1b
Notes
|
Class B
Notes
|
Class C
Notes
|
||||
BofA Securities, Inc.
|
$343,359,000
|
$25,900,000
|
$27,524,000
|
$21,280,000
|
||||
Mizuho Securities USA LLC
|
$294,305,000
|
$22,200,000
|
$23,592,000
|
$18,240,000
|
||||
MUFG Securities Americas Inc.
|
$294,305,000
|
$22,200,000
|
$23,592,000
|
$18,240,000
|
||||
Wells Fargo Securities, LLC
|
$294,305,000
|
$22,200,000
|
$23,592,000
|
$18,240,000
|
||||
Santander Investment Securities Inc.
|
$33,142,000
|
$2,500,000
|
$0
|
$0
|
||||
SG Americas Securities, LLC
|
$33,142,000
|
$2,500,000
|
$0
|
$0
|
||||
TD Securities (USA) LLC
|
$33,142,000
|
$2,500,000
|
$0
|
$0
|
||||
Total
|
$1,325,700,000
|
$100,000,000
|
$98,300,000
|
$76,000,000
|
Security |
Original Principal Balance $
|
Price % |
Price $ |
|||
Class A-1a Notes
|
$1,325,700,000
|
99.73829%
|
$1,322,230,510.53
|
|||
Class A-1b Notes
|
$100,000,000
|
99.75000%
|
$99,750,000.00
|
|||
Class B Notes
|
$98,300,000
|
99.62927%
|
$97,935,572.41
|
|||
Class C Notes
|
$76,000,000
|
99.53133%
|
$75,643,810.80
|
ARTICLE I
|
USAGE AND DEFINITIONS
|
1
|
Section 1.1
|
Usage and Definitions
|
1
|
Section 1.2
|
Incorporation by Reference of Trust Indenture Act
|
1
|
ARTICLE II
|
THE NOTES
|
2
|
Section 2.1
|
Form of Notes
|
2
|
Section 2.2
|
Execution, Authentication and Delivery
|
2
|
Section 2.3
|
Tax Treatment
|
3
|
Section 2.4
|
Note Register
|
3
|
Section 2.5
|
Registration of Transfer and Exchange
|
3
|
Section 2.6
|
[Reserved]
|
5
|
Section 2.7
|
Mutilated, Destroyed, Lost or Stolen Notes
|
5
|
Section 2.8
|
Persons Deemed Owners
|
5
|
Section 2.9
|
Payments on Notes
|
6
|
Section 2.10
|
Cancellation of Notes
|
7
|
Section 2.11
|
Release of Collateral
|
7
|
Section 2.12
|
Book-Entry Notes
|
7
|
Section 2.13
|
Definitive Notes
|
8
|
Section 2.14
|
Authenticating Agents
|
8
|
Section 2.15
|
Note Paying Agents
|
9
|
Section 2.16
|
Effect of Benchmark Transition Event
|
9
|
ARTICLE III
|
COVENANTS, REPRESENTATIONS AND WARRANTIES
|
10
|
Section 3.1
|
Payment of Principal, Interest and Other Amounts
|
10
|
Section 3.2
|
Maintenance of Office or Agency
|
10
|
Section 3.3
|
Money for Payments To Be Held in Trust
|
10
|
Section 3.4
|
Existence
|
12
|
Section 3.5
|
Protection of Collateral
|
12
|
Section 3.6
|
Performance of Obligations
|
13
|
Section 3.7
|
Negative Covenants
|
14
|
Section 3.8
|
Opinions on Collateral
|
14
|
Section 3.9
|
Annual Certificate of Compliance
|
15
|
Section 3.10
|
Merger and Consolidation; Transfer of Assets
|
15
|
Section 3.11
|
Successor or Transferee
|
16
|
Section 3.12
|
No Other Activities
|
16
|
Section 3.13
|
Further Acts and Documents
|
16
|
Section 3.14
|
Restricted Payments
|
16
|
Section 3.15
|
Notice of Events of Default
|
16
|
Section 3.16
|
Review of Issuer’s Records
|
17
|
Section 3.17
|
Issuer’s Representations and Warranties
|
17
|
Section 3.18
|
Issuer’s Representations and Warranties About Security Interest
|
18
|
ARTICLE IV
|
SATISFACTION AND DISCHARGE
|
19
|
Section 4.1
|
Satisfaction and Discharge of Indenture
|
19
|
ARTICLE V
|
EVENTS OF DEFAULT; REMEDIES
|
20
|
Section 5.1
|
Events of Default
|
20
|
Section 5.2
|
Acceleration of Maturity; Rescission
|
21
|
Section 5.3
|
Collection of Indebtedness by Indenture Trustee
|
21
|
Section 5.4
|
Trustee May File Proofs of Claim
|
22
|
Section 5.5
|
Enforcement of Claims Without Possession of Notes
|
23
|
Section 5.6
|
Remedies; Priorities
|
23
|
Section 5.7
|
Optional Preservation of Collateral
|
24
|
Section 5.8
|
Limitation on Suits
|
25
|
Section 5.9
|
Unconditional Rights to Receive Principal and Interest
|
25
|
Section 5.10
|
Restoration of Rights and Remedies
|
25
|
Section 5.11
|
Rights and Remedies Cumulative
|
26
|
Section 5.12
|
Delay or Omission Not a Waiver
|
26
|
Section 5.13
|
Control by Noteholders
|
26
|
Section 5.14
|
Waiver of Defaults and Events of Default
|
26
|
Section 5.15
|
Agreement to Pay Costs
|
27
|
Section 5.16
|
Waiver of Stay or Extension Laws
|
27
|
Section 5.17
|
Performance and Enforcement of Obligations
|
27
|
ARTICLE VI
|
INDENTURE TRUSTEE
|
28
|
Section 6.1
|
Indenture Trustee’s Obligations
|
28
|
Section 6.2
|
Indenture Trustee’s Rights
|
31
|
Section 6.3
|
Indenture Trustee’s Individual Rights
|
32
|
Section 6.4
|
Indenture Trustee’s Disclaimer
|
32
|
Section 6.5
|
Notice of Defaults and Notice of Payment Defaults
|
33
|
Section 6.6
|
Reports by Indenture Trustee
|
33
|
Section 6.7
|
Compensation and Indemnity
|
34
|
Section 6.8
|
Resignation or Removal of Indenture Trustee
|
35
|
Section 6.9
|
Merger or Consolidation; Transfer of Assets
|
36
|
Section 6.10
|
Appointment of Separate Trustee or Co-Trustee
|
37
|
Section 6.11
|
Eligibility
|
37
|
Section 6.12
|
Inspections of Indenture Trustee
|
38
|
Section 6.13
|
Indenture Trustee’s Representations and Warranties
|
38
|
Section 6.14
|
Reporting of Receivables Repurchase Demands
|
39
|
Section 6.15
|
Preferential Collection of Claims Against the Issuer
|
39
|
ARTICLE VII
|
NOTEHOLDER COMMUNICATIONS AND REPORTS
|
40
|
Section 7.1
|
Noteholder Communications
|
40
|
Section 7.2
|
Reports by Issuer
|
41
|
Section 7.3
|
Reports by Indenture Trustee
|
41
|
ARTICLE VIII
|
ACCOUNTS, DISTRIBUTIONS AND RELEASES
|
42
|
Section 8.1
|
Collection of Funds
|
42
|
Section 8.2
|
Bank Accounts; Distributions
|
42
|
Section 8.3
|
Bank Accounts
|
46
|
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
|
Execution of Amendments
|
49
|
Section 9.4
|
Effect of Amendment
|
49
|
Section 9.5
|
Reference in Notes to Supplemental Indentures
|
49
|
Section 9.6
|
Consent of Cap Counterparty
|
50
|
Section 9.7
|
Conformity with TIA
|
50
|
ARTICLE X
|
REDEMPTION OF NOTES
|
50
|
Section 10.1
|
Redemption
|
50
|
ARTICLE XI
|
OTHER AGREEMENTS
|
51
|
Section 11.1
|
No Petition
|
51
|
Section 11.2
|
[Reserved]
|
51
|
Section 11.3
|
Issuer Orders; Certificates and Opinions
|
52
|
Section 11.4
|
Acts of Noteholders
|
53
|
Section 11.5
|
Issuer Obligation
|
53
|
Section 11.6
|
Conflict with Trust Indenture Act
|
53
|
ARTICLE XII
|
MISCELLANEOUS
|
54
|
Section 12.1
|
Benefits of Indenture; Third-Party Beneficiaries
|
54
|
Section 12.2
|
Notices
|
54
|
Section 12.3
|
GOVERNING LAW
|
55
|
Section 12.4
|
Submission to Jurisdiction
|
55
|
Section 12.5
|
WAIVER OF JURY TRIAL
|
55
|
Section 12.6
|
No Waiver; Remedies
|
55
|
Section 12.7
|
Severability
|
55
|
Section 12.8
|
Headings
|
55
|
Section 12.9
|
Counterparts
|
55
|
Section 12.10
|
Customer Identification Program
|
56
|
Section 12.11
|
Limitation of Rights of the Cap Counterparty
|
56
|
Section 12.12
|
Intent of the Parties; Reasonableness
|
56
|
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
|
58
|
Section 14.1
|
Noteholder and Note Owner Requests for Vote on Asset Representations Review
|
58
|
Section 14.2
|
Noteholder and Note Owner Vote on Asset Representations Review
|
58
|
Section 14.3
|
Evaluation of Review Report
|
59
|
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
|
1.85%
|
$1,325,700,000
|
Class A-1b Notes
|
One-Month LIBOR* + 0.27%
|
$100,000,000
|
Class B Notes
|
1.98%
|
$98,300,000
|
Class C Notes
|
2.06%
|
$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 2020-A
|
REGISTERED
|
$[___________]
|
No. R-1
|
CUSIP NO. [_______]
|
BY: |
Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee of Verizon Owner Trust 2020-A
|
*/ |
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
|
11
|
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
|
19
|
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
|
22
|
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.
|
24
|
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
|
EXHIBITS
|
|
|
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
|
C‑1
|
EXHIBIT D
|
Form of Transferor Representation Letter
|
D‑1
|
By: |
Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee
|
By: |
Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee
|
Acquisition Date
|
Amount of Class B Certificate Principal Balance Increase
|
Amount of Class B Certificate Principal Balance Decrease
|
Ending Class B Certificate Principal Balance
|
ARTICLE I USAGE AND DEFINITIONS
|
1
|
|
Section 1.1.
|
Usage and Definitions
|
1
|
ARTICLE II TRANSFER OF ORIGINATOR TRANSFERRED PROPERTY
|
1
|
|
Section 2.1.
|
Transfers and Absolute Assignments of Originator Transferred Property
|
1
|
Section 2.2.
|
Acquisition of Receivables
|
3
|
Section 2.3.
|
Acknowledgement of Further Assignments
|
3
|
Section 2.4.
|
Savings Clause
|
3
|
ARTICLE III REPRESENTATIONS AND WARRANTIES
|
4
|
|
Section 3.1.
|
Originator Representations and Warranties
|
4
|
Section 3.2.
|
Originator Representations and Warranties About Pools of Receivables Transferred by Such Originator
|
5
|
Section 3.3.
|
Originator Representations and Warranties About Each Receivable
|
7
|
Section 3.4.
|
Originator Reacquisition of Receivables for Breach of Representations
|
8
|
Section 3.5.
|
Depositor’s Representations and Warranties
|
9
|
ARTICLE IV ORIGINATORS’ AGREEMENTS
|
11
|
|
Section 4.1.
|
Financing Statements
|
11
|
Section 4.2.
|
No Transfer or Lien by an Originator
|
11
|
Section 4.3.
|
Expenses
|
12
|
Section 4.4.
|
Originator’s Receivables Systems
|
12
|
Section 4.5.
|
Review of Originator’s Records
|
12
|
Section 4.6.
|
Reacquisition of Bankruptcy Surrendered Receivables
|
12
|
Section 4.7.
|
Regulation RR Risk Retention
|
13
|
ARTICLE V OTHER AGREEMENTS
|
13
|
|
Section 5.1.
|
No Petition
|
13
|
Section 5.2.
|
Limited Recourse
|
13
|
Section 5.3.
|
Termination
|
13
|
Section 5.4.
|
Merger, Consolidation, Succession or Assignment
|
13
|
ARTICLE VI MISCELLANEOUS
|
14
|
|
Section 6.1.
|
Amendments
|
14
|
Section 6.2.
|
Benefit of Agreement; Third-Party Beneficiaries
|
15
|
Section 6.3.
|
Notices
|
15
|
Section 6.4.
|
GOVERNING LAW
|
15
|
Section 6.5.
|
Submission to Jurisdiction
|
16
|
Section 6.6.
|
WAIVER OF JURY TRIAL
|
16
|
Section 6.7.
|
No Waiver; Remedies
|
16
|
Section 6.8.
|
Severability
|
16
|
Section 6.9.
|
Headings
|
16
|
Section 6.10.
|
Counterparts
|
16
|
Section 6.11.
|
Additional Originators
|
16
|
Schedule A
|
Schedule of Receivables
|
SA-1
|
Schedule B
|
List of Originators
|
SB-1
|
Exhibit A
|
Form of Receivables Transfer Notice
|
EA-1
|
Exhibit B
|
Form of Originator Joinder Agreement
|
EB-1
|
(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.
|
AirTouch Cellular Inc. d/b/a Verizon Wireless,
as an Originator
|
Allentown SMSA Limited Partnership d/b/a Verizon Wireless,
By: Bell Atlantic Mobile Systems LLC, its General Partner,
as an Originator
|
ALLTEL Communications of North Carolina Limited Partnership d/b/a Verizon Wireless,
By: Alltel Corporation, its General Partner,
as an Originator
|
Alltel Corporation d/b/a Verizon Wireless,
as an Originator
|
Anderson CellTelCo d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
Athens Cellular, Inc. d/b/a Verizon Wireless,
as an Originator
|
Bell Atlantic Mobile Systems LLC,
as an Originator
|
Cellco Partnership d/b/a Verizon Wireless,
as an Originator
|
Chicago SMSA Limited Partnership d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
CommNet Cellular Inc. d/b/a Verizon Wireless,
as an Originator
|
Fresno MSA Limited Partnership d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
Gadsden CellTelCo Partnership d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
Gold Creek Cellular of Montana Limited Partnership d/b/a Verizon Wireless,
By: CommNet Cellular Inc., its General Partner,
as an Originator
|
GTE Mobilnet of California Limited Partnership d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
GTE Mobilnet of Florence, Alabama Incorporated d/b/a Verizon Wireless,
as an Originator
|
GTE Mobilnet of Fort Wayne Limited Partnership d/b/a Verizon Wireless,
By: GTE Wireless of the Midwest Incorporated, its General Partner,
as an Originator
|
GTE Mobilnet of Indiana Limited Partnership d/b/a Verizon Wireless,
|
GTE Mobilnet of Indiana RSA #3 Limited Partnership d/b/a Verizon Wireless,
|
By: GTE Wireless of the Midwest Incorporated, its General Partner,
as an Originator
By: Cellco Partnership, its General Partner,
as an Originator
|
By: GTE Wireless of the Midwest Incorporated, its General Partner,
as an Originator
GTE Mobilnet of Terre Haute Limited Partnership d/b/a Verizon Wireless,
By: GTE Wireless of the Midwest Incorporated, its General Partner,
as an Originator
|
GTE Mobilnet of Texas RSA #17 Limited Partnership d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
GTE Wireless of the Midwest Incorporated d/b/a Verizon Wireless,
as an Originator
|
Idaho 6-Clark Limited Partnership d/b/a Verizon Wireless,
By: Teton Cellular of Idaho Limited Partnership, its General Partner
By: Teton Cellular Inc., its General Partner
By: CommNet Cellular Inc., its Managing Agent,
as an Originator
|
Illinois RSA 6 and 7 Limited Partnership d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
Indiana RSA 2 Limited Partnership,
By: Cellco Partnership d/b/a Verizon Wireless, its General Partner,
as an Originator
|
Iowa 8 – Monona Limited Partnership d/b/a Verizon Wireless,
By: CommNet Cellular Inc., its General Partner,
as an Originator
|
Iowa RSA 5 Limited Partnership,
By: GTE Wireless of the Midwest Incorporated d/b/a Verizon Wireless, its General Partner,
as an Originator
|
Iowa RSA No. 4 Limited Partnership,
By: GTE Wireless of the Midwest Incorporated d/b/a Verizon Wireless, its General Partner,
as an Originator
|
Kentucky RSA No. 1 Partnership,
By: Cellco Partnership d/b/a Verizon Wireless, its General Partner,
as an Originator
|
Los Angeles SMSA Limited Partnership, a California Limited Partnership d/b/a Verizon Wireless,
By: AirTouch Cellular Inc., its General Partner,
as an Originator
|
Muskegon Cellular Partnership,
By: Cellco Partnership d/b/a Verizon Wireless, its Managing Partner,
as an Originator
|
New Mexico RSA 6-I Partnership d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
New Mexico RSA No. 5 Limited Partnership,
By: Cellco Partnership d/b/a Verizon Wireless, its General Partner,
as an Originator
|
New York SMSA Limited Partnership d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
Northeast Pennsylvania SMSA Limited Partnership d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
Northern New Mexico Limited Partnership,
By: CommNet Cellular Inc. d/b/a Verizon Wireless, its General Partner,
as an Originator
|
Omaha Cellular Telephone Company d/b/a Verizon Wireless,
By: Cellco Partnership, its Managing General Partner,
as an Originator
|
Petersburg Cellular Partnership d/b/a Verizon Wireless,
By: Alltel Corporation, its Managing General Partner,
as an Originator
|
Pinnacles Cellular, Inc. d/b/a Verizon Wireless,
as an Originator
|
Pittsburgh SMSA Limited Partnership d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
Pittsfield Cellular Telephone Company d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
RSA 7 Limited Partnership d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
Rural Cellular Corporation d/b/a Verizon Wireless,
as an Originator
|
Sacramento-Valley Limited Partnership d/b/a Verizon Wireless,
By: AirTouch Cellular Inc., its General Partner,
as an Originator
|
Seattle SMSA Limited Partnership d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
Texas RSA #11B Limited Partnership d/b/a Verizon Wireless,
By: Alltel Corporation, its General Partner,
as an Originator
|
Tuscaloosa Cellular Partnership d/b/a Verizon Wireless,
By: Cellco Partnership, its Managing General Partner,
as an Originator
|
Verizon Wireless of the East LP d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
||
Virginia RSA 5 Limited Partnership,
By: Cellco Partnership d/b/a Verizon Wireless, its General Partner,
as an Originator
|
Wasatch Utah RSA No. 2 Limited Partnership d/b/a Verizon Wireless,
By: Cellco Partnership, its General Partner,
as an Originator
|
||
Wisconsin RSA #1 Limited Partnership,
By: Alltel Corporation, its Managing Partner,
as an Originator
|
Wisconsin RSA #6 Partnership, LLP,
By: Alltel Corporation, its Managing Partner,
as an Originator
|
||
Wisconsin RSA No. 8 Limited Partnership,
By: Alltel Corporation, its General Partner,
as an Originator
|
By:
|
|
|
Kee Chan Sin
|
As Vice President and Assistant Treasurer of
AirTouch Cellular Inc.
|
As Assistant Treasurer of Bell Atlantic Mobile Systems LLC acting on behalf of Allentown SMSA Limited Partnership
|
||
As Vice President and Assistant Treasurer of
Alltel Corporation acting on behalf of ALLTEL Communications of North Carolina Limited Partnership
|
As Vice President and Assistant Treasurer of
Alltel Corporation
|
||
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Anderson CellTelCo
|
As Vice President and Assistant Treasurer of Athens Cellular, Inc.
|
||
As Assistant Treasurer of Bell Atlantic Mobile Systems LLC
|
As Vice President and Assistant Treasurer of
Cellco Partnership d/b/a Verizon Wireless
|
||
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Chicago SMSA Limited Partnership
|
As Vice President and Assistant Treasurer of
CommNet Cellular Inc.
|
||
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Fresno MSA Limited Partnership
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Gadsden CellTelCo Partnership
|
||
As Vice President and Assistant Treasurer of
CommNet Cellular Inc. acting on behalf of Gold Creek Cellular of Montana Limited Partnership
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of GTE Mobilnet of California Limited Partnership
|
||
As Vice President and Assistant Treasurer of
GTE Mobilnet of Florence, Alabama Incorporated
|
As Vice President and Assistant Treasurer of
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 acting on behalf of GTE Mobilnet of Indiana Limited Partnership
|
As Vice President and Assistant Treasurer of
GTE Wireless of the Midwest Incorporated acting on behalf of GTE Mobilnet of Indiana RSA #3 Limited Partnership
|
||
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of GTE Mobilnet of South Texas Limited Partnership
|
As Vice President and Assistant Treasurer of
GTE Wireless of the Midwest Incorporated acting on behalf of GTE Mobilnet of Terre Haute Limited Partnership
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of GTE Mobilnet of Texas RSA #17 Limited Partnership
|
As Vice President and Assistant Treasurer of
GTE Wireless of the Midwest Incorporated
|
||
As Vice President and Assistant Treasurer of
CommNet Cellular Inc. acting on behalf of Teton Cellular Inc., acting on behalf of Teton Cellular Idaho Limited Partnership, acting on behalf of Idaho 6-Clark Limited Partnership
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Illinois RSA 6 and 7 Limited Partnership
|
||
As Vice President and Assistant Treasurer of
Cellco Partnership d/b/a Verizon Wireless acting on behalf of Indiana RSA 2 Limited Partnership
|
As Vice President and Assistant Treasurer of
CommNet Cellular Inc. acting on behalf of Iowa 8 – Monona Limited Partnership
|
||
As Vice President and Assistant Treasurer of
GTE Wireless of the Midwest Incorporated d/b/a Verizon Wireless acting on behalf of Iowa RSA 5 Limited Partnership
|
As Vice President and Assistant Treasurer of
GTE Wireless of the Midwest Incorporated d/b/a Verizon Wireless acting on behalf of Iowa RSA No. 4 Limited Partnership
|
||
As Vice President and Assistant Treasurer of
Cellco Partnership d/b/a Verizon Wireless acting on behalf of Kentucky RSA No. 1 Partnership
|
As Vice President and Assistant Treasurer of
AirTouch Cellular Inc. acting on behalf of Los Angeles SMSA Limited Partnership, a California Limited Partnership
|
||
As Vice President and Assistant Treasurer of
Cellco Partnership d/b/a Verizon Wireless acting on behalf of Muskegon Cellular Partnership
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of New Mexico RSA 6-I Partnership
|
||
As Vice President and Assistant Treasurer of
Cellco Partnership d/b/a Verizon Wireless acting on behalf of New Mexico RSA No. 5 Limited Partnership
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of New York SMSA Limited Partnership
|
||
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Northeast Pennsylvania SMSA Limited Partnership
|
As Vice President and Assistant Treasurer of
CommNet Cellular Inc. d/b/a Verizon Wireless acting on behalf of Northern New Mexico Limited Partnership
|
||
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Omaha Cellular Telephone Company
|
As Vice President and Assistant Treasurer of
Alltel Corporation acting on behalf of Petersburg Cellular Partnership
|
As Vice President and Assistant Treasurer of Pinnacles Cellular, Inc.
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Pittsburgh SMSA Limited Partnership
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Pittsfield Cellular Partnership
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of RSA 7 Limited Partnership
|
As Vice President and Assistant Treasurer of
Rural Cellular Corporation
|
As Vice President and Assistant Treasurer of
AirTouch Cellular Inc. acting on behalf of Sacramento-Valley Limited Partnership
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Seattle SMSA Limited Partnership
|
As Vice President and Assistant Treasurer of
Alltel Corporation acting on behalf of Texas RSA #11B Limited Partnership
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Tuscaloosa Cellular Partnership
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Verizon Wireless of the East LP
|
As Vice President and Assistant Treasurer of
Cellco Partnership d/b/a Verizon Wireless acting on behalf of Virginia RSA 5 Limited Partnership
|
As Vice President and Assistant Treasurer of
Cellco Partnership acting on behalf of Wasatch Utah RSA No. 2 Limited Partnership
|
As Vice President and Assistant Treasurer of
Alltel Corporation acting on behalf of Wisconsin RSA #1 Limited Partnership
|
As Vice President and Assistant Treasurer of
Alltel Corporation acting on behalf of Wisconsin RSA #6 Partnership, LLP
|
As Vice President and Assistant Treasurer of
Alltel Corporation acting on behalf of Wisconsin RSA No. 8 Limited Partnership
|
VERIZON ABS LLC,
|
||
as Depositor
|
||
By:
|
|
|
Name:
|
||
Title:
|
Legal Name
|
Chief Executive Office
|
Jurisdiction
of Organization |
Cellco Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
Alltel Corporation
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
Los Angeles SMSA Limited Partnership, a California Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
California
|
New York SMSA Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
New York
|
Chicago SMSA Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Illinois
|
Illinois RSA 6 and 7 Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Illinois
|
GTE Mobilnet of California Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
California
|
GTE Mobilnet of South Texas Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
Verizon Wireless of the East LP
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
Sacramento-Valley Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
California
|
Seattle SMSA Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
GTE Mobilnet of Fort Wayne Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
GTE Mobilnet of Indiana Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Indiana
|
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
Basking Ridge, NJ 07920
|
Delaware
|
Omaha Cellular Telephone Company
|
One Verizon Way
Basking Ridge, NJ 07920
|
Nebraska
|
Rural Cellular Corporation
|
One Verizon Way
Basking Ridge, NJ 07920
|
Minnesota
|
Legal Name
|
Chief Executive Office
|
Jurisdiction
of Organization |
Northeast Pennsylvania SMSA Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
Allentown SMSA Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
Anderson CellTelCo
|
One Verizon Way
Basking Ridge, NJ 07920
|
District of Columbia
|
Athens Cellular, Inc.
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
Gadsden CellTelCo Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Alabama
|
GTE Mobilnet of Florence, Alabama Incorporated
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
GTE Mobilnet of Indiana RSA #3 Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Indiana
|
GTE Mobilnet of Terre Haute Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
GTE Mobilnet of Texas RSA #17 Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
Idaho 6-Clark Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Idaho
|
Indiana RSA 2 Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Indiana
|
Iowa 8-Monona Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Colorado
|
Iowa RSA 5 Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
Iowa RSA No. 4 Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
Kentucky RSA No. 1 Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
Muskegon Cellular Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
District of Columbia
|
New Mexico RSA 6-I Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
New Mexico
|
New Mexico RSA No. 5 Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
Northern New Mexico Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Colorado
|
Petersburg Cellular Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
Pinnacles Cellular, Inc.
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
Pittsfield Cellular Telephone Company
|
One Verizon Way
Basking Ridge, NJ 07920
|
Massachusetts
|
RSA 7 Limited Partnership
|
One Verizon Place
Alpharetta, GA 30004 |
Iowa
|
Texas RSA #11B Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
Legal Name
|
Chief Executive Office
|
Jurisdiction
of Organization |
Tuscaloosa Cellular Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Alabama
|
Virginia RSA 5 Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Virginia
|
Wasatch Utah RSA No. 2 Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
Wisconsin RSA #1 Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Wisconsin
|
Wisconsin RSA #6 Partnership, LLP
|
417 5th Avenue North
Strum, WI 54770 |
Wisconsin
|
Wisconsin RSA No. 8 Limited Partnership
|
One Verizon Way
Basking Ridge, NJ 07920
|
Delaware
|
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 |
|
FORM OF 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 January 29, 2020
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.
|
VERIZON DPPA MASTER TRUST,
|
||
as Transferor
|
||
By:
|
Wilmington Trust, National Association, not in its individual capacity but solely as owner trustee of Verizon DPPA Master Trust
|
|
By:
|
||
|
Name:
|
|
|
Title:
|
|
CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS,
|
||
as Servicer
|
||
By:
|
|
|
Name:
|
||
Title:
|
||
VERIZON ABS LLC,
|
||
as Depositor
|
||
By:
|
|
|
Name:
|
||
Title:
|
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
|
||
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
|
46
|
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 Moody’s:
|
(a) |
the Initial Pool Balance; minus
|
(b) |
the Yield Supplement Overcollateralization Amount for the Closing Date;
|
• |
The customer may be able to upgrade an eligible device for a new qualifying device after thirty (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 fourteen (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,
|
(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) |
the weighted average FICO® Score 8 of the Obligors with respect to the Receivables is at least 685 (excluding
Receivables with Obligors for whom FICO® Score 8s are not available),
|
(b) |
Receivables with Obligors for whom FICO® Score 8s are not available represent no more than 5.00% of the Pool
Balance,
|
(c) |
Receivables with Obligors that have less than 12 months of Customer Tenure with Verizon Wireless represent no more than 28.00% of the Pool Balance,
|
(d) |
Receivables with Obligors that have 7 months or more, but less than 24 months of Customer Tenure with Verizon Wireless represent no more than 15.00% of the Pool Balance,
|
(e) |
Receivables with Obligors that have 60 months or more of Customer Tenure with Verizon Wireless represent at least 50.00% of the Pool Balance,
|
(f) |
Receivables with Obligors that have less than 12 months of Customer Tenure with Verizon Wireless and (i) for whom FICO® Score
8s are not available or (ii) that have FICO® Score 8s below 650, represent no more than 10.00% of the Pool Balance,
|
(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.
|
Re: |
The Transfer and Servicing Agreement, dated as of January 29, 2020 (the “Agreement”), among Verizon Owner Trust 2020-A (the “Issuer”), Verizon ABS LLC (the “Depositor”), and
Cellco Partnership d/b/a Verizon Wireless (“Cellco”), as servicer (in such capacity, the “Servicer”), as marketing agent and as custodian.
|
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
|
VERIZON OWNER TRUST 2020-A,
|
|||
as Issuer
|
|||
By:
|
Wilmington Trust, National Association,
|
||
not in its individual capacity but solely as Owner Trustee
|
|||
By:
|
|
||
Name:
|
|||
Title:
|
|||
CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS,
|
|||
as Administrator
|
|||
By:
|
|
||
Name:
|
|||
Title:
|
|||
AGREED AND ACCEPTED BY:
|
|||
VERIZON ABS LLC,
|
|||
as Depositor
|
|||
By:
|
|
||
Name:
|
|||
Title:
|
|||
U.S. BANK NATIONAL ASSOCIATION,
|
|||
not in its individual capacity but
|
|||
solely as Indenture Trustee
|
|||
By:
|
|
||
Name:
|
|||
Title:
|
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
|
VERIZON OWNER TRUST 2020-A,
|
||
as Grantor
|
||
By:
|
Wilmington Trust, National Association,
|
|
not in its individual capacity but solely as Owner
|
||
Trustee of Verizon Owner Trust 2020-A
|
||
By:
|
|
|
Name:
|
||
Title:
|
||
U.S. BANK NATIONAL ASSOCIATION,
|
||
not in its individual capacity but solely as Secured Party
|
||
By:
|
|
|
Name:
|
||
Title:
|
||
U.S. BANK NATIONAL ASSOCIATION,
|
||
as Financial Institution
|
||
By:
|
|
|
Name:
|
||
Title:
|
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:
|
VERIZON COMMUNICATIONS INC.
|
||
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 2020-A,
|
|||
as Issuer
|
|||
By:
|
Wilmington Trust, National Association, not in its individual
capacity, but solely as Owner Trustee
|
||
By:
|
___________________________________ | ||
Name:
|
|||
Title:
|
|||
CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS,
|
|||
as Servicer
|
|||
By:
|
___________________________________ | ||
Name:
|
|||
Title:
|
|||
PENTALPHA SURVEILLANCE LLC,
|
|||
as Asset Representations Reviewer
|
|||
By:
|
___________________________________ | ||
Name:
|
|||
Title:
|
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.
|
Bank of America, N.A.
|
Verizon Owner Trust 2020-A
|
|
and |
|
1. |
INTERPRETATION
|
2. |
OBLIGATIONS
|
3. |
REPRESENTATIONS
|
4. |
AGREEMENTS
|
5. |
EVENTS OF DEFAULT AND TERMINATION EVENTS
|
6. |
EARLY TERMINATION; CLOSE-OUT NETTING
|
7. |
TRANSFER
|
8. |
CONTRACTUAL CURRENCY
|
9. |
MISCELLANEOUS
|
10. |
OFFICES; MULTIBRANCH PARTIES
|
11. |
EXPENSES
|
12. |
NOTICES
|
13. |
GOVERNING LAW AND JURISDICTION
|
14. |
DEFINITIONS
|
BANK OF AMERICA, N.A.
(Name of Party) |
VERIZON OWNER TRUST 2020-A
(Name of Party)
|
|
By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee of Verizon Owner Trust 2020-A
|
By: /s/ Brendan Mulvey
Name: Brendan Mulvey
Title: Managing Director
|
By: /s/ Clarice Wright
Name: Clarice Wright
Title: Assistant Vice President
|
(a) |
“Specified Entity” means in relation to Party A for
the purpose of:
|
(b) |
“Specified Transaction” will have the meaning
specified in Section 14 of this Agreement.
|
(c) |
The “Default Under Specified Transaction” provisions of Section 5(a)(v) will not apply to Party A or Party B.
|
(d) |
The “Cross Default” provisions of Section 5(a)(vi) will not apply to Party A and Party B.
|
(e) |
No Bankruptcy Petition. The Counterparty agrees, for itself and any Affiliate of the Counterparty, that, prior to the date that is
one year and one day after the payment in full of all the obligations of the Trust under the Indenture, no such entity shall acquiesce, petition or otherwise, directly or indirectly, invoke, or cause the Trust to invoke, the process
of any Governmental Authority for the purpose of (i) commencing or sustaining a case against the Trust under any federal or state bankruptcy, insolvency or similar law (including the Bankruptcy Code), (ii) appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Trust, or any substantial part of its property, or (iii) ordering the winding up or liquidation of the affairs of the Trust; provided that the
foregoing shall not be deemed to prevent the Indenture Trustee from filing a proof of claim in any such proceeding. The provisions of this Part
|
(f) |
Events of Default and Termination Events.
|
(i) |
The “Events of Default” specified in Sections
5(a)(ii), 5(a)(iii), 5(a)(iv) and 5(a)(v) shall not apply to Party B, except that Section 5(a)(iii)(1) will apply in respect of Party B’s obligations under the Credit Support Annex.
|
(g) |
Notwithstanding anything to the contrary in Section 5(a)(iii)(1) or Paragraph 7(i) of the Credit Support Annex, the failure of Party A to post collateral in accordance with the Credit Support
Annex will not constitute an Event of Default, but rather will constitute an Additional Termination Event under Part 1(m)(i) or (ii) as applicable.
|
(h) |
Bankruptcy definition in relation to Party B. With respect to the Party B only, Section 5(a)(vii) (Bankruptcy) is deemed to be amended such that:
|
(i) |
Section 5(a)(vii)(2), (7) and (9) will not apply in respect of Party B;
|
(ii) |
Section 5(a)(vii)(3) will not apply in respect of Party B to the extent that it refers to any assignment, arrangement or composition that is effected by or pursuant to the Transaction
Documents;
|
(iii) |
Section 5(a)(vii)(4) will not apply in respect of Party B to the extent that it refers to proceedings or petitions instituted or presented by Party A or any of Party A’s Affiliates;
|
(iv) |
Section 5(a)(vii)(6) will not apply in respect of Party B to the extent that it refers to (a) any appointment that is effected by or pursuant to the Transaction Documents or (b) any
appointment that the Issuer has not become subject to; and
|
(v) |
Section 5(a)(vii)(8) will apply to Party B but only to the extent that it applies to Sections 5(a)(vii)(1), (3), (4), (5) and (6) as amended above.
|
(i) |
The “Credit Event Upon Merger” provisions of
Section 5(b)(v) will not apply to Party A or Party B.
|
(j) |
The “Automatic Early Termination” provision of
Section 6(a) will not apply to Party A and Party B.
|
(k) |
Payments on Early Termination. For the purpose of Section 6(e) of this Agreement:
|
(l) |
“Termination Currency” means United States Dollars.
|
(m) |
“Additional Termination Event” will apply to Party
A. The occurrence of any of the following events shall constitute an Additional Termination Event, Party A shall be the sole Affected Party and all Transactions shall be Affected Transactions:
|
(n) |
“Additional Termination Event” will apply to Party B. The occurrence of the following event shall constitute an Additional
Termination Event, in respect of which Party B shall be the sole Affected Party and all Transaction shall be Affected Transactions:
|
(a) |
Basic Representations. For the purposes of Section 3(a)(iii) and Section 3(a)(v) of this
Agreement, Party A’s representations are given, with respect to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), on the
assumption of the accuracy of Party B’s representations and warranties in Part 4(o) of this Schedule.
|
(b) |
Payer Representations. For the purpose of Section 3(e) of this Agreement, Party A and Party B will each make the following
representation:
|
(c) |
Payee Representations. For the purpose of Section 3(f) of this Agreement,
|
(i) |
Party A makes the following representation:
|
(ii) |
Party B makes the following representations:
|
(a) |
Tax forms, documents or certificates to be delivered:
|
Party required
to deliver document |
Form/Document/Certificate
|
Date by which to be delivered
|
Party A
|
A valid complete, accurate and executed United States Internal Revenue Service Form W-9, or any successor of such form including appropriate attachments.
|
(i) Upon execution and delivery of this Agreement, (ii) promptly upon reasonable demand by the other party, and (iii) promptly upon learning that any form previously provided to the other party
has become obsolete, incorrect, or ineffective.
|
Party B
|
A valid complete, accurate and executed United States Internal Revenue Service Form W-9 from each Verizon Affiliate listed on Schedule I hereto, or any successor of such form.
|
(i) Upon execution and delivery of this Agreement, (ii) promptly upon reasonable demand by the other party, and (iii) promptly upon learning that any form previously provided to the other party
has become obsolete, incorrect, or ineffective.
|
Party Required to Deliver Document
|
Form / Document / Certificate
|
Date by which Document shall be Delivered
|
Covered by Section 3(d) Representation
|
Party A and Party B
|
A certificate (including a photocopy or facsimile copy thereof) executed by a duly authorized officer of the party certifying the name, authentic signature and authority of each person executing
this Agreement or any Confirmation on its behalf.
|
Upon execution of this Agreement and in the case of a Confirmation, upon request by the other party.
|
Yes.
|
Party A
|
Most recent annual audited financial statements of Party A, prepared in accordance with generally accepted accounting principles in the country in which the party is organized.
|
Within 120 days after the end of the relevant fiscal year, which shall be deemed delivered hereunder if publically available on Party A’s website or on SEC’S EDGAR filing system.
|
Yes.
|
Party B
|
Evidence of necessary corporate or other authorizations and approvals with respect to the execution, delivery and performance of this Agreement.
|
Upon execution of this Agreement.
|
Yes.
|
Party B
|
Amended and Restated Trust Agreement of Party B.
|
Upon execution of this Agreement.
|
Yes.
|
(a) |
Address for Notices. For the purpose of Section 12(a) of this Agreement:
|
(b) |
Process Agent. For the purpose of Section 13(c) of this Agreement:
|
(c) |
Offices. The provision of Section 10(a) will apply to this Agreement.
|
(d) |
Multibranch Party. For the purpose of Section 10(b) of this Agreement:
|
(e) |
Calculation Agent. The Calculation Agent is Party A, unless otherwise specified in the Confirmation in relation to the relevant
Transaction; provided, however, if Party A is the Defaulting Party, the Calculation Agent shall be a leading dealer in the market for interest rate derivatives selected by Party B (or any
designated third party mutually agreed to in writing by the parties) until such time as Party A is no longer a Defaulting Party. The parties shall endeavor to resolve any disputes regarding the Calculation Agent’s determination in
good faith. If the parties are unable to resolve such dispute within a commercially reasonable time, the parties shall mutually select a dealer in the applicable instrument to act as Calculation Agent with respect to the issue in
dispute.
|
(f) |
Credit Support Document. Details of any Credit Support Document:
|
The Counterparty:
|
The Credit Support Annex between the parties hereto annexed hereto which supplements, forms part of, and is subject to, this Agreement, as amended from time to time.
|
Any guarantee (including any Eligible Guarantee as defined in Part 5(s)(5)(B) hereof) of the Counterparty’s obligations hereunder procured by the Counterparty in compliance
with this Agreement.
|
|
The Trust:
|
The Credit Support Annex between the parties hereto annexed hereto which supplements, forms part of, and is subject to, this Agreement, as amended from time to time, solely
in respect to the Trust’s obligations under Paragraph 3(b), Paragraph 6 and Paragraph 8(d) of the Credit Support Annex.
|
(g) |
Credit Support Provider. Credit Support Provider means:
|
(i) |
in relation to Party A: The guarantor under any guarantee (including any Eligible Guarantee) of the Counterparty’s obligations hereunder procured by the Counterparty in compliance with this
Agreement.
|
(ii) |
in relation to Party B: Not applicable.
|
(h) |
Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York (without
reference to conflicts of law principles but without prejudice to Section 5-1401 of the General Obligations Law of the State of New York).
|
(i) |
Netting of Payments. “Multiple Transaction Payment Netting” will not apply for the purpose of Section 2(c) of this Agreement.
|
(j) |
“Affiliate” will have the meaning specified in Section 14 of this Agreement, provided that Party B will be deemed to have no
Affiliates for purposes of this Agreement.
|
(k) |
Absence of Litigation. For the purpose of Section 3(c): “Specified Entity” means in relation to Party A, none, and in relation to
Party B, none.
|
(l) |
Section 3(a) of this Agreement is amended by inserting the following additional representations:
|
(m) |
No Agency. The provisions of Section 3(g) will apply to this Agreement.
|
(n) |
Additional Representations will apply. For the purpose of Section 3 of this Agreement, the following shall constitute Additional
Representations:
|
(i) |
Relationship Between Parties. Each party will be deemed to represent to the other party on the date on which it enters into a
Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):
|
(1) |
Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that
Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice
or as a recommendation to enter into that Transaction, it being understood that information and explanations related to the terms and conditions of a Transaction will not be considered investment advice or a recommendation to enter
into that Transaction. No communication (written or oral) received from the other party will be deemed to be an assurance or guarantee as to the expected results of that Transaction.
|
(2) |
Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional
advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.
|
(3) |
Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.
|
(o) |
No Plan Assets. Party B represents and warrants to Party A (which representation and warranty will be deemed to be repeated by
Party B at all times until the termination of this Agreement and will be deemed a representation and agreement for all purposes of this Agreement, including without limitation Sections 3, 4, 5(a)(ii) and 5(a)(iv)) that the assets of
Party B do not and will not constitute the assets of an employee benefit plan subject to Title I of ERISA or a “plan” within the meaning of Section 4975(e)(i) of the Code.
|
(p) |
Recording of Conversations. Each party (i) consents to the recording of telephone conversations between the trading, marketing and
other relevant personnel of the parties in connection with this Agreement or any potential Transaction, (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel and
(iii) agrees, to the extent permitted by applicable law, that recordings may be submitted in evidence in any Proceedings.
|
(q) |
Waiver of Right to Trial by Jury. EACH PARTY HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
|
(a) |
Security Interest. Notwithstanding Section 7 of this Agreement, Party A hereby acknowledges and consents to the assignment (by way
of security or otherwise) by Party B of its rights, title and interest in, under and to this Agreement (without prejudice to, and after giving effect to, any contractual netting provision contained in this Agreement) to the Indenture
Trustee (or any successor thereto) pursuant to and in accordance with the Transaction Documents and acknowledges notice of such assignment.
|
(b) |
ISDA Definitions. Reference is hereby made to the 2006 ISDA Definitions (the “ISDA Definitions”), as published by the
International Swaps and Derivatives Association, Inc., which shall be incorporated by reference into this Agreement. Any terms used and not otherwise defined herein that are contained in the ISDA Definitions shall have the meaning
set forth therein.
|
(c) |
Inconsistency. Section 1(b) (“Inconsistency”) is modified to provide
that in the event of any inconsistency between the provisions of this Agreement (including this Schedule) and the ISDA Definitions referred to above, this Agreement will control. In the event of any inconsistency between the
provisions of any Confirmation and this Agreement (including this Schedule) or the ISDA Definitions, such Confirmation will control for the purpose of the relevant Transaction.
|
(d) |
Change of Account. The following proviso is inserted at the end of Section 2(b) after “change”:
|
(e) |
ISDA 2002 Master Agreement Protocol. The parties agree that the definitions and provisions contained in Annexes 1 to 18 and
Section 6 of the ISDA 2002 Master Agreement Protocol published by the International Swaps and Derivatives Association Inc. on 15th July 2003 are incorporated into and apply to this Agreement. References in those definitions and
provisions to a “2002 Master” will be deemed to be references to this Master Agreement.
|
(f) |
Withholding Tax imposed on payments to non-US counterparties under the United States Foreign Account Tax Compliance Act. “Tax” as
used in Part 2(b) of this Schedule (Payer Tax Representation) and “Indemnifiable Tax” as defined in Section 14 of this Agreement shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through
1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or
regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, a
FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of this Agreement.
|
(g) |
No Set-Off.
|
(i) |
All payments under this Agreement shall be made without set-off or counterclaim, except as expressly provided for in Section 2(c) or Section 6.
|
(ii) |
The following sentence is hereby added to the end of Section 6(e): “Notwithstanding any other provision of this Section, if a Party (the “Paying Party”)
would, but for this Section 6(e), be required to pay an amount pursuant to this Section, it may, by giving written notice to the other Party, cause the amount so payable to be reduced by the lesser of (i) such amount and (ii) the
aggregate amount payable to the Paying Party pursuant to any demands made under Section 11 on or before the Early Termination Date.”
|
(h) |
ISDA August 2012 and March 2013 DF Protocol Agreements. No Transactions shall be entered into under this Agreement unless and
until such time as (a) both parties have adhered to both the ISDA August 2012 DF Protocol Agreement published on August 13, 2012 and the ISDA March 2013 DF Protocol Agreement published on March 22, 2013 (the “Protocol Agreements”) by
delivery to ISDA of an Adherence Letter and (b) each party has delivered to the other party a Questionnaire (in the case of the Questionnaire delivered by the Trust, completed in a manner that is reasonably satisfactory to Party A).
For the purposes of this paragraph (i), the terms “Adherence Letter” and “Questionnaire” shall have the meaning given to them in the Protocol Agreements.
|
(i) |
Notice by Facsimile Transmission. Section 12(a) is hereby amended by (i) inserting the words “2(b),” between the word “Section”
and the number “5”, (ii) replacing the word “or” with “,” after the number “5”, and (iii) inserting the words “or 13(c)” between the number “6” and the word “may” in the second line thereof.
|
(j) |
Offices. Each party that enters into a Transaction through a branch or office other than its head or home office represents to the
other party that, notwithstanding the place of the booking office or jurisdiction of incorporation or organization of such party, the obligations of such party (other than tax withholding and reporting obligations) are the same as if
it had entered into the Transaction through its head or home office. The representation will be deemed to be repeated by such party on each date on which a Transaction is entered into.
|
(k) |
Downgrade or Withdrawal of Party A’s or Credit Support Provider’s Rating by S&P.
|
(l) |
S&P Ratings Downgrade Events.
|
(m) |
Non-Recourse. Notwithstanding anything to the contrary contained herein, no recourse under any obligation, covenant or agreement
of Party B contained in this Agreement shall be had against any shareholder, member, manager, officer, director, employee or agent of Party B, by the enforcement of any assessment or by any legal proceeding, by virtue of any statute
or otherwise; it being expressly agreed and understood that this Agreement is an obligation of Party B, and that no personal liability shall attach to or be incurred by the shareholders, members, managers, officers, directors,
employees or agents of Party B, as such, or any of them under or by reason of any of the obligations, covenants or agreements of Party B contained in this Agreement or implied therefrom and that any and all personal liability of each
such shareholder, member, manager, officer, director, employee or agent for breaches by Party B of any of such obligations, covenants or agreements, is hereby expressly waived as a condition of and in consideration for
|
(n) |
Consent to Disclosure. Party B consents to Party A effecting such disclosure as Party A may deem appropriate to enable Party A to
transfer Party B’s records and information to process and execute Party B’s instructions, or in pursuance of Party A’s or Party B’s commercial interest, to any of its Affiliates. For the avoidance of doubt, Party B’s consent to
disclosure includes the right on the part of Party A to allow access to any intended recipient of Party B’s information, to the records of Party A by any means.
|
(o) |
Amendments, Counterparts and Confirmations. (i) Notwithstanding the provisions of Section 9(b) and 9(e) of this Agreement, any
amendment hereto confirmed by an exchange of electronic messages on an electronic messaging system shall be further evidenced by a written instrument signed by authorized signatories of both parties hereto.
|
(ii) |
Section 9(e)(ii) is hereby amended by inserting the following at the end thereof:
|
(iii) |
For each Transaction hereunder, Party A shall promptly send to Party B a Confirmation. Party B agrees to respond to such Confirmation within one Local Business Day, either confirming
agreement thereto or requesting correction of any error(s) contained therein. Failure by Party B to respond within such time period shall not affect the enforceability or validity of such Transaction. Absent manifest error, there
shall be a presumption that the terms contained in such Confirmation are the terms of the Transaction. Notwithstanding Section 9(e)(ii), Confirmations may be executed and delivered in counterparts (including by facsimile
transmission), each of which will be deemed an original.
|
(iv) |
Restrictions on Amendments. Without the consent of the Counterparty, the Trust shall not
enter into any amendment, modification or supplement to the Indenture that would materially adversely affect (i) the Counterparty’s ability to enforce or protect its rights or remedies under this Agreement, (ii) the ability of the
Trust to timely and fully perform its obligations under this Agreement or (iii) any of the Trust’s obligations under this Agreement that relates to the Counterparty. No amendment, modification, or waiver in respect of this Agreement
will be effective unless (A) evidenced by a writing executed by each party hereto. Prior to or simultaneous with the execution of any such amendment, modification or supplement, the Rating Agency Condition shall be satisfied with
respect to such amendment.
|
(p) |
USA PATRIOT Act Notice. Party A hereby notifies Party B that pursuant to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies Party B, which information includes the name and address of Party B and other information that
will allow Party A to identify Party B in accordance with the Act.
|
(q) |
Transfers.
|
(i) |
Subject to Part 5(q)(ii), neither party may transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without the prior written consent of the
other party.
|
(ii) |
Party B may transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement
pursuant to the Transaction Documents.
|
(r) |
Expenses. Section 11 shall be deleted in its entirety and replaced by the following: “A Defaulting Party will, on demand,
indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this
Agreement or any Credit Support Document to which such Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection and costs incurred in connection with
procuring a replacement for this Agreement (other than any amount paid or payable to a replacement counterparty). If, following the making of one or more demands under this Section 11, a reduction is effected pursuant to the last
sentence of the first paragraph in Section 6(e), the aggregate amount payable in respect of such demands shall be deemed to be discharged to the extent of the amount of such reduction.”
|
(s) |
Definitions.
|
(i) |
where Counterparty has elected S&P Weak Collateral Framework, “A+” or above; or
|
(ii) |
where Counterparty has elected S&P Strong Collateral Framework, “A-” or above; or
|
(iii) |
where Counterparty has elected S&P Adequate Collateral Framework, “BBB” or above (or if the Subsequent S&P Required Ratings is “BBB+”, such Subsequent S&P Required Ratings); or
|
(iv) |
where Counterparty has elected S&P Moderate Collateral Framework, “BBB” or above (or if the Subsequent S&P Required Ratings is “BBB+”, such Subsequent S&P Required Ratings).
|
(i) |
if the highest rated outstanding Class A Notes have a rating of “AAA(sf)”, “BBB+” or above; or
|
(ii) |
if the highest rated outstanding Class A Notes have a rating of “AA(sf)”, “BBB” or above; or
|
(iii) |
if the highest rated outstanding Class A Notes have a rating of “A+(sf)”, “BBB-” or above; or
|
(iv) |
if the highest rated outstanding Class A Notes have a rating of “A(sf)”, the RCR, or, if no such rating is published by S&P, such entity’s long-term issuer credit rating equal to three
notches below the rating of the highest rated outstanding Class A Notes or above.
|
BANK OF AMERICA, N.A.
|
VERIZON OWNER TRUST 2020-A
|
|
|
By: Wilmington Trust, National Association,
not in its individual capacity but solely as Owner Trustee of Verizon Owner Trust 2020-A |
|
|
|
|
|
By: /s/ Brendan Mulvey
|
By: /s/ Clarice Wright
|
|
|
Name: Brendan Mulvey
|
Name: Clarice Wright
|
|
|
Title: Managing Director
|
Title: Assistant Vice President
|
|
|
Date: January 23, 2020
|
Date: January 23, 2020
|
(Bilateral Form)
|
(ISDA Agreements Subject to New York Law Only)
|
Bank of America, N.A.
|
Verizon Owner Trust 2020-A
|
|
and | ||
(“Party A”) | (“Party B”) |
This Annex supplements, forms part of, and is subject to, the above-referenced Agreement, is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party.
|
||
Accordingly, the parties agree as follows:
|
||
Paragraph 1. Interpretation
|
||
(a) Definitions and Inconsistency. Capitalized terms not otherwise defined herein or elsewhere in this Agreement have the meanings specified pursuant to Paragraph 12, and all references in this Annex to Paragraphs are to Paragraphs of
this Annex. In the event of any inconsistency between this Annex and the other provisions of this Schedule, this Annex will prevail, and in the event of any inconsistency between Paragraph 13 and the other provisions of this Annex,
Paragraph 13 will prevail.
|
||
(b) Secured Party and Pledgor. All references in this Annex to the “Secured Party” will be to either party when acting in that capacity and all corresponding references to the “Pledgor” will be to the other party when
acting in that capacity; provided, however, that if Other Posted Support is held by a party to this Annex, all references herein to that party as the Secured Party with respect to that Other
Posted Support will be to that party as the beneficiary thereof and will not subject that support or that party as the beneficiary thereof to provisions of law generally relating to security interests and secured parties.
|
||
Paragraph 2. Security Interest
|
||
Each party, as the Pledgor, hereby pledges to the other party, as the Secured Party, as security for its Obligations, and grants to the Secured Party a first priority continuing security interest in, lien
on and right of Set-off against all Posted Collateral Transferred to or received by the Secured Party hereunder. Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral, the security interest and lien granted hereunder
on that Posted Collateral will be released immediately and, to the extent possible, without any further action by either party.
|
Paragraph 3. Credit Support Obligations
(a) Delivery Amount. Subject to
Paragraphs 4 and 5, upon a demand made by the Secured Party on or promptly
|
following a Valuation Date, if the Delivery Amount for that Valuation Date equals or exceeds the Pledgor’s Minimum Transfer Amount, then the Pledgor will Transfer to the Secured Party Eligible Credit
Support having a Value as of the date of Transfer at least equal to the applicable Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “Delivery
Amount” applicable to the Pledgor for any Valuation Date will equal the amount by which:
|
(i) the Credit Support Amount
|
exceeds
|
(ii) the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party.
|
(b) Return Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Pledgor on or promptly following a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds the Secured Party’s Minimum
Transfer Amount, then the Secured Party will Transfer to the Pledgor Posted Credit Support specified by the Pledgor in that demand having a Value as of the date of Transfer as close as practicable to the applicable Return Amount (rounded
pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “Return Amount” applicable to the Secured Party for any Valuation Date will equal the amount by which:
|
(i) the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party
|
exceeds
|
(ii) the Credit Support Amount.
|
“Credit Support Amount” means, unless otherwise specified in Paragraph 13, for any Valuation Date (i) the Secured Party’s Exposure for that
Valuation Date plus (ii) the aggregate of all Independent Amounts applicable to the Pledgor, if any, minus (iii) all Independent Amounts applicable to the Secured Party, if any, minus (iv) the Pledgor’s Threshold; provided, however, that the Credit Support Amount will be deemed to be zero whenever the calculation of Credit Support Amount yields a number less than zero.
|
Paragraph 4. Conditions Precedent, Transfer Timing, Calculations and Substitutions
|
(a) Conditions Precedent. Each Transfer obligation of the Pledgor under Paragraphs 3 and 5 and of the Secured Party under Paragraphs 3, 4(d)(ii), 5 and 6(d) is subject to the conditions precedent that:
|
(i) no Event of Default, Potential Event of Default or Specified Condition has occurred and is continuing with respect to the other party; and
|
(ii) no Early Termination Date for which any unsatisfied payment obligations exist has occurred or been designated as the result of an Event of Default or Specified Condition with respect
to the other party.
|
(b) Transfer Timing. Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand for the Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification Time, then the relevant
Transfer will be made not later than the close of business on the next Local Business Day; if a demand is made after the Notification Time, then the relevant Transfer will be made not later than the close of business on the second Local
Business Day thereafter.
|
(c) Calculations. All calculations of Value and Exposure for purposes of Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the Valuation Time. The Valuation Agent will notify each party (or
the other party, if the Valuation Agent is a party) of its calculations not later than the Notification Time on the Local Business Day following the applicable Valuation Date (or in the case of Paragraph 6(d), following the date of
calculation).
|
(d) Substitutions.
(i) Unless otherwise specified in Paragraph 13, upon notice to the Secured Party specifying the items of
|
Posted Credit Support to be exchanged, the Pledgor may, on any Local Business Day, Transfer to the Secured Party substitute Eligible Credit Support (the “Substitute Credit Support”); and
|
(ii) subject to Paragraph 4(a), the Secured Party will Transfer to the Pledgor the items of Posted Credit Support specified by the Pledgor in its notice not later than the Local Business
Day following the date on which the Secured Party receives the Substitute Credit Support, unless otherwise specified in Paragraph 13 (the “Substitution Date”); provided that the Secured Party will
only be obligated to Transfer Posted Credit Support with a Value as of the date of Transfer of that Posted Credit Support equal to the Value as of that date of the Substitute Credit Support.
|
Paragraph 5. Dispute Resolution
|
If a party (a “Disputing Party”) disputes (I) the Valuation Agent’s calculation of a Delivery Amount or a Return Amount or (II) the Value of any Transfer of Eligible Credit Support or Posted Credit
Support, then (1) the Disputing Party will notify the other party and the Valuation Agent (if the Valuation Agent is not the other party) not later than the close of business on the Local Business Day following (X) the date that
the demand is made under Paragraph 3 in the case of (I) above or (Y) the date of Transfer in the case of (II) above, (2) subject to Paragraph 4(a), the appropriate party will Transfer the undisputed amount to the other party
not later than the close of business on the Local Business Day following (X) the date that the demand is made under Paragraph 3 in the case of (I) above or (Y) the date of Transfer in the case of (II) above, (3) the parties will consult
with each other in an attempt to resolve the dispute and (4) if they fail to resolve the dispute by the Resolution Time, then:
|
(i) In the case of a dispute involving a Delivery Amount or Return Amount, unless otherwise specified in Paragraph 13, the Valuation Agent will recalculate the Exposure and the Value as
of the Recalculation Date by:
|
(A) utilizing any calculations of Exposure for the Transactions (or Swap Transactions) that the parties have agreed are not in dispute;
|
(B) calculating the Exposure for the Transactions (or Swap Transactions) in dispute by seeking four actual quotations at mid-market from Reference Market-makers for purposes of
calculating Market Quotation, and taking the arithmetic average of those obtained; provided that if four quotations are not available for a particular Transaction (or Swap Transaction), then fewer
than four quotations may be used for that Transaction (or Swap Transaction); and if no quotations are available for a particular Transaction (or Swap Transaction), then the Valuation Agent’s original calculations will be used for that
Transaction (or Swap Transaction); and
|
(C) utilizing the procedures specified in Paragraph 13 for calculating the Value, if disputed, of Posted Credit Support.
|
(ii) In the case of a dispute involving the Value of any Transfer of Eligible Credit Support or Posted Credit Support, the Valuation Agent will recalculate the Value as of the date of
Transfer pursuant to Paragraph 13.
|
Following a recalculation pursuant to this Paragraph, the Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) not later than the Notification Time on the Local
Business Day following the Resolution Time. The appropriate party will, upon demand following that notice by the Valuation Agent or a resolution pursuant to (3) above and subject to Paragraphs 4(a) and 4(b), make the appropriate Transfer.
|
Paragraph 6. Holding and Using Posted Collateral
(a) Care Of Posted Collateral. Without limiting the Secured Party’s rights under Paragraph 6(c), the Secured
|
Party will exercise reasonable care to assure the safe custody of all Posted Collateral to the extent required by applicable law, and in any event the Secured Party will be deemed to have exercised
reasonable care if it exercises at least the same degree of care as it would exercise with respect to its own property. Except as specified in the preceding sentence, the Secured Party will have no duty with respect to Posted Collateral,
including, without limitation, any duty to collect any Distributions, or enforce or preserve any rights pertaining thereto.
|
(b) Eligibility to Hold Posted
Collateral; Custodians.
|
(i) General. Subject to the satisfaction of any conditions specified in Paragraph 13 for holding Posted Collateral, the
Secured Party will be entitled to hold Posted Collateral or to appoint an agent (a “Custodian”) to hold Posted Collateral for the Secured Party. Upon notice by the Secured Party to the Pledgor of the appointment of a Custodian, the
Pledgor’s obligations to make any Transfer will be discharged by making the Transfer to that Custodian. The holding of Posted Collateral by a Custodian will be deemed to be the holding of that Posted Collateral by the Secured Party for
which the Custodian is acting.
|
(ii) Failure to Satisfy Conditions. If the Secured Party or its Custodian fails to satisfy any conditions for holding Posted
Collateral, then upon a demand made by the Pledgor, the Secured Party will, not later than five Local Business Days after the demand, Transfer or cause its Custodian to Transfer all Posted Collateral held by it to a Custodian that
satisfies those conditions or to the Secured Party if it satisfies those conditions.
|
(iii) Liability. The Secured Party will be liable for the acts or omissions of its Custodian to the same extent that the
Secured Party would be liable hereunder for its own acts or omissions.
|
(c) Use of Posted Collateral. Unless otherwise specified in Paragraph 13 and without limiting the rights and obligations of the parties under Paragraphs 3, 4(d)(ii), 5, 6(d) and 8, if the Secured Party is not a Defaulting Party
or an Affected Party with respect to a Specified Condition and no Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Secured Party, then the Secured Party
will, notwithstanding Section 9-207 of the New York Uniform Commercial Code, have the right to:
|
(i) sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business any Posted Collateral it holds, free from any claim or right of
any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor; and
|
(ii) register any Posted Collateral in the name of the Secured Party, its Custodian or a nominee for either.
|
For purposes of the obligation to Transfer Eligible Credit Support or Posted Credit Support pursuant to Paragraphs 3 and 5 and any rights or remedies authorized under this Agreement, the Secured Party
will be deemed to continue to hold all Posted Collateral and to receive Distributions made thereon, regardless of whether the Secured Party has exercised any rights with respect to any Posted Collateral pursuant to (i) or (ii) above.
|
(d) Distributions and Interest Amount.
|
(i) Distributions. Subject to Paragraph 4(a), if the Secured Party receives or is
deemed to receive Distributions on a Local Business Day, it will Transfer to the Pledgor not later than the following Local Business Day any Distributions it receives or is deemed to receive to the extent that a Delivery Amount would not
be created or increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose).
|
(ii) Interest Amount. Unless otherwise specified in Paragraph 13 and subject to
Paragraph 4(a), in lieu of any interest, dividends or other amounts paid or deemed to have been paid with respect to Posted Collateral in the form of Cash (all of which may be retained by the Secured Party), the Secured Party
will Transfer to the Pledgor at the times specified in Paragraph 13 the Interest Amount to the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date of
calculation will be deemed to be a Valuation Date for this purpose). The Interest Amount or portion thereof not Transferred pursuant to this Paragraph will constitute Posted Collateral in the form of Cash and will be
|
subject to the security interest granted under Paragraph 2.
Paragraph 7. Events of Default
|
For purposes of Section 5(a)(iii)(l) of this Agreement, an Event of Default will exist with respect to a party if:
|
(i) that party fails (or fails to cause its Custodian) to make, when due, any Transfer of Eligible Collateral, Posted Collateral or the Interest Amount, as applicable, required to be made
by it and that failure continues for two Local Business Days after notice of that failure is given to that party;
|
(ii) that party fails to comply with any restriction or prohibition specified in this Annex with respect to any of the rights specified in Paragraph 6(c) and that failure continues for
five Local Business Days after notice of that failure is given to that party; or
|
(iii) that party fails to comply with or perform any agreement or obligation other than those specified in Paragraphs 7(i) and 7(ii) and that failure continues for 30 days after notice of
that failure is given to that party.
|
Paragraph 8. Certain Rights and Remedies
|
(a) Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result
of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and
remedies:
|
(i) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party;
|
(ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any;
|
(iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the
Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and
|
(iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required
under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted
Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may
elect.
|
Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is
not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived.
|
(b) Pledgor’s Rights and Remedies. If at any time an Early Termination Date has occurred or
been designated as the result of an Event of Default or Specified Condition with respect to the Secured Party, then (except in the case of an Early Termination Date relating to less than all Transactions (or Swap Transactions)
where the Secured Party has paid in full all of its obligations that are then due under Section 6(e) of this Agreement):
|
(i) the Pledgor may exercise all rights and remedies available to a pledgor under applicable law with respect to Posted Collateral held by the Secured Party;
|
(ii) the Pledgor may exercise any other rights and remedies available to the Pledgor under the terms of Other Posted Support, if any;
|
(iii) the Secured Party will be obligated immediately to Transfer all Posted Collateral and the Interest Amount to the Pledgor; and
|
(iv) to the extent that Posted Collateral or the Interest Amount is not so Transferred pursuant to (iii) above, the Pledgor may:
|
(A) Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party
(or any obligation of the Secured Party to Transfer that Posted Collateral); and
|
(B) to the extent that the Pledgor does not Set-off under (iv)(A) above, withhold payment of any remaining amounts payable by the Pledgor with respect to any Obligations, up to the
Value of any remaining Posted Collateral held by the Secured Party, until that Posted Collateral is Transferred to the Pledgor.
|
(c) Deficiencies and Excess Proceeds. The Secured Party will Transfer to the Pledgor any proceeds and Posted Credit Support remaining after liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b) after satisfaction in full
of all amounts payable by the Pledgor with respect to any Obligations; the Pledgor in all events will remain liable for any amounts remaining unpaid after any liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b).
|
(d) Final Returns. When no amounts are or thereafter may become payable by the Pledgor with respect to any Obligations (except for any potential liability under Section 2(d) of this Agreement), the Secured Party will
Transfer to the Pledgor all Posted Credit Support and the Interest Amount, if any.
|
Paragraph 9. Representations
|
Each party represents to the other party (which representations will be deemed to be repeated as of each date on which it, as the Pledgor, Transfers Eligible Collateral) that:
|
(i) it has the power to grant a security interest in and lien on any Eligible Collateral it Transfers as the Pledgor and has taken all necessary actions to authorize the granting of that
security interest and lien;
|
(ii) it is the sole owner of or otherwise has the right to Transfer all Eligible Collateral it Transfers to the Secured Party hereunder, free and clear of any security interest, lien,
encumbrance or other restrictions other than the security interest and lien granted under Paragraph 2;
|
(iii) upon the Transfer of any Eligible Collateral to the Secured Party under the terms of this Annex, the Secured Party will have a valid and perfected first priority security interest
therein (assuming that any central clearing corporation or any third-party financial intermediary or other entity not within the control of the Pledgor involved in the Transfer of that Eligible Collateral gives the notices and takes the
action required of it under applicable law for perfection of that interest); and
|
(iv) the performance by it of its obligations under this Annex will not result in the creation of any security interest, lien or other encumbrance on any Posted Collateral other than the
security interest and lien granted under Paragraph 2.
|
Paragraph 10. Expenses
|
(a) General. Except as otherwise provided in Paragraphs 10(b) and 10(c), each party will pay
its own costs and expenses in connection with performing its obligations under this Annex and neither party will be liable for any costs and expenses incurred by the other party in connection herewith.
|
(b) Posted Credit Support. The Pledgor will promptly pay when due all taxes, assessments or
charges of any nature that are imposed with respect to Posted Credit Support held by the Secured Party upon becoming aware
|
of the same, regardless of whether any portion of that Posted Credit Support is subsequently disposed of under Paragraph 6(c), except for those taxes, assessments and charges that result from the
exercise of the Secured Party’s rights under Paragraph 6(c).
(c) Liquidation/Application of Posted
Credit Support. All reasonable costs and expenses incurred by or on behalf of the Secured Party or the Pledgor in connection with the liquidation and/or application of any Posted
Credit Support under Paragraph 8 will be payable, on demand and pursuant to the Expenses Section of this Agreement, by the Defaulting Party or, if there is no Defaulting Party, equally by the parties.
|
Paragraph 11. Miscellaneous
|
(a) Default Interest. A Secured Party that fails to make, when due, any Transfer of Posted Collateral or the Interest Amount will be obligated to pay the Pledgor (to the extent permitted under applicable law) an amount
equal to interest at the Default Rate multiplied by the Value of the items of property that were required to be Transferred, from (and including) the date that Posted Collateral or Interest Amount was required to be Transferred to (but
excluding) the date of Transfer of that Posted Collateral or Interest Amount. This interest will be calculated on the basis of daily compounding and the actual number of days elapsed.
|
(b) Further Assurances. Promptly following a demand made by a party, the other party will execute, deliver, file and record any financing statement, specific assignment or other document and take any other action that may
be necessary or desirable and reasonably requested by that party to create, preserve, perfect or validate any security interest or lien granted under Paragraph 2, to enable that party to exercise or enforce its rights under this
Annex with respect to Posted Credit Support or an Interest Amount or to effect or document a release of a security interest on Posted Collateral or an Interest Amount.
|
(c) Further Protection. The Pledgor will promptly give notice to the Secured Party of, and defend against, any suit, action, proceeding or lien that involves Posted Credit Support Transferred by the Pledgor or that could
adversely affect the security interest and lien granted by it under Paragraph 2, unless that suit, action, proceeding or lien results from the exercise of the Secured Party’s rights under Paragraph 6(c).
|
(d) Good Faith and Commercially
Reasonable Manner. Performance of all obligations under this Annex, including, but not limited to, all calculations, valuations and determinations made by either party, will be made
in good faith and in a commercially reasonable manner.
|
(e) Demands and Notices. All demands and notices made by a party under this Annex will be made as specified in the Notices Section of this Agreement, except as otherwise provided in Paragraph 13.
|
(f) Specifications of Certain Matters. Anything referred to in this Annex as being specified in Paragraph 13 also may be specified in one or more Confirmations or other documents and this Annex will be construed accordingly.
|
Paragraph 12. Definitions as Used in this Annex:
|
As used in this Annex:
|
“Cash” means the lawful currency of the United States of America.
|
“Credit Support Amount” has the meaning specified in Paragraph 3.
|
“Custodian” has the meaning specified in Paragraphs 6(b)(i) and 13.
|
“Delivery Amount” has the meaning specified in Paragraph 3(a).
|
“Disputing Party” has the meaning specified in Paragraph 5.
|
“Distributions” means with respect to Posted Collateral other than Cash, all principal, interest and other payments and distributions of cash or
other property with respect thereto, regardless of whether the Secured Party has disposed of that Posted Collateral under Paragraph 6(c). Distributions will not include any item of property acquired by the Secured Party upon any
disposition or liquidation of Posted Collateral or, with respect to any Posted Collateral in the form of Cash, any distributions on that collateral, unless otherwise specified herein.
|
“Eligible Collateral” means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13.
|
“Eligible Credit Support” means Eligible Collateral and Other Eligible Support.
|
“Exposure” means for any Valuation Date or other date for which Exposure is calculated and subject to Paragraph 5 in the case of a dispute, the
amount, if any, that would be payable to a party that is the Secured Party by the other party (expressed as a positive number) or by a party that is the Secured Party to the other party (expressed as a negative number) pursuant to Section
6(e)(ii)(2)(A) of this Agreement as if all Transactions (or Swap Transactions) were being terminated as of the relevant Valuation Time; provided that Market Quotation will be determined by the
Valuation Agent using its estimates at mid-market of the amounts that would be paid for Replacement Transactions (as that term is defined in the definition of “Market Quotation”).
|
“Independent Amount” means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.
|
“Interest Amount” means, with respect to an Interest Period, the aggregate sum of the
amounts of interest calculated for each day in that Interest Period on the principal amount of Posted Collateral in the form of Cash held by the Secured Party on that day, determined by the Secured Party for each such day as follows:
|
(x) the amount of that Cash on that day; multiplied by
|
(y) the Interest Rate in effect for that day; divided by
|
(z) 360.
|
“Interest Period” means the period from (and including) the last Local Business Day on which an Interest Amount was Transferred (or, if no
Interest Amount has yet been Transferred, the Local Business Day on which Posted Collateral in the form of Cash was Transferred to or received by the Secured Party) to (but excluding) the Local Business Day on which the current Interest
Amount is to be Transferred.
|
“Interest Rate” means the rate specified in Paragraph 13.
|
“Local Business Day,” unless otherwise specified in Paragraph 13, has the meaning specified in the Definitions Section of this Agreement, except
that references to a payment in clause (b) thereof will be deemed to include a Transfer under this Annex.
|
“Minimum Transfer Amount” means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified,
zero.
|
“Notification Time” has the meaning specified in Paragraph 13.
|
“Obligations” means, with respect to a party, all present and future obligations of that party under this Agreement and any additional obligations
specified for that party in Paragraph 13.
|
“Other Eligible Support” means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13.
|
“Other Posted Support” means all Other Eligible Support Transferred to the Secured Party that remains in effect
|
for the benefit of that Secured Party.
“Pledgor” means either party, when that party (i) receives a demand for or is required to Transfer Eligible Credit Support under Paragraph 3(a) or
(ii) has Transferred Eligible Credit Support under Paragraph 3(a).
|
“Posted Collateral” means all Eligible Collateral, other property, Distributions, and all proceeds thereof that have been Transferred to or
received by the Secured Party under this Annex and not Transferred to the Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the Secured Party under Paragraph 8. Any Interest Amount or portion thereof not Transferred
pursuant to Paragraph 6(d)(ii) will constitute Posted Collateral in the form of Cash.
|
“Posted Credit Support” means Posted Collateral and Other Posted Support.
|
“Recalculation Date” means the Valuation Date that gives rise to the dispute under Paragraph 5; provided,
however, that if a subsequent Valuation Date occurs under Paragraph 3 prior to the resolution of the dispute, then the “Recalculation Date” means the most recent Valuation Date under Paragraph 3.
|
“Resolution Time” has the meaning specified in Paragraph 13.
|
“Return Amount” has the meaning specified in Paragraph 3(b).
|
“Secured Party” means either party, when that party (i) makes a demand for or is entitled to receive Eligible Credit Support under Paragraph 3(a)
or (ii) holds or is deemed to hold Posted Credit Support.
|
“Specified Condition” means, with respect to a party, any event specified as such for that party in Paragraph 13.
|
“Substitute Credit Support” has the meaning specified in Paragraph 4(d)(i).
|
“Substitution Date” has the meaning specified in Paragraph 4(d)(ii).
|
“Threshold” means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.
|
“Transfer” means, with respect to any Eligible Credit Support, Posted Credit Support or Interest Amount, and in accordance with the instructions
of the Secured Party, Pledgor or Custodian, as applicable:
|
(i) in the case of Cash, payment or delivery by wire transfer into one or more bank accounts specified by the recipient;
|
(ii) in the case of certificated securities that cannot be paid or delivered by book-entry, payment or delivery in appropriate physical form to the recipient or its account accompanied by
any duly executed instruments of transfer, assignments in blank, transfer tax stamps and any other documents necessary to constitute a legally valid transfer to the recipient;
|
(iii) in the case of securities that can be paid or delivered by book-entry, the giving of written instructions to the relevant depository institution or other entity specified by the
recipient, together with a written copy thereof to the recipient, sufficient if complied with to result in a legally effective transfer of the relevant interest to the recipient; and
|
(iv) in the case of Other Eligible Support or Other Posted Support, as specified in Paragraph 13.
|
“Valuation Agent” has the meaning specified in Paragraph 13.
|
“Valuation Date” means each date specified in or otherwise determined pursuant to Paragraph 13.
|
“Valuation Percentage” means, for any item of Eligible Collateral, the percentage specified in Paragraph 13.
|
“Valuation Time” has the meaning specified in Paragraph 13.
|
“Value” means for any Valuation Date or other date for which Value is calculated and subject to Paragraph 5
|
in the case of a dispute, with respect to:
|
(i) Eligible Collateral or Posted Collateral that is:
|
(A) Cash, the amount thereof, and
|
(B) A security, the bid price obtained by the Valuation Agent multiplied by the applicable Valuation Percentage, if any;
|
(ii) Posted Collateral that consists of items that are not specified as Eligible Collateral, zero; and
|
(iii) Other Eligible Support and Other Posted Support, as specified in Paragraph 13.
|
(a) |
(i) Security Interest for “Obligations”. The term “Obligations” as
used in this Annex includes the following additional obligations.
|
(A) |
“Delivery Amount” has the meaning specified in
Paragraph 3(a), except that:
|
(B) |
“Return Amount” has the meaning specified in Paragraph 3(b), except that:
|
(C) |
The term “Credit Support Amount” has the meaning specified in Paragraph 3, as amended by
Paragraph 13; provided, however, that if a Ratings Collateral Trigger has occurred and is continuing, the term “Credit Support Amount” shall have the meaning specified under the relevant definition of S&P Credit Support Amount, with
the Credit Support Amount being calculated by reference to the S&P Credit Support Amount which would result in the Counterparty transferring the greatest amount of Eligible Credit Support. Under no circumstances will the Counterparty
be required to transfer more Eligible Credit Support than the greatest amount calculated in accordance with Paragraph 3 of this Credit Support Annex or S&P Credit Support Amount.
|
(iii) |
Other Eligible Support. The following items will qualify as “Other Eligible
Support” for the party specified: None.
|
(A) |
“Independent Amount” means with respect to Party A: Not applicable.
|
(B) |
“Threshold” means, with respect to Counterparty: the S&P Threshold.
|
(C) |
“Minimum Transfer Amount” means with respect to the Counterparty and the Trust: $100,000; provided, however, that if
an Event of Default has occurred and is continuing with respect to the such party or an Additional Termination Event has occurred in respect of which such party is the Affected Party, the Minimum Transfer Amount with respect to such party
shall be zero.
|
(D) |
Rounding. The Delivery Amount and the Return Amount will be rounded up and down respectively
to the nearest integral multiple of $10,000.
|
(E) |
“Exposure” has the meaning specified in Paragraph 12, except that (1) after the word “Agreement” the words “(assuming, for this purpose
only, that Part 5(v) (Close-Out Calculations) of the Schedule is deleted)” shall be inserted and (2) at the end of the definition of “Exposure”, the words “without assuming that the terms of such
Replacement Transactions are materially less beneficial for the Secured Party than the terms of this Agreement” shall be added.
|
(i) |
“Valuation Agent” means: Party A; provided, however,
if an Event of Default has occurred and is continuing with respect to Party A, at the request of Party B, the Valuation Agent shall be an independent leading dealer selected by agreement between the parties within one Business Day of
Party B’s request to appoint a substitute Valuation Agent who will act as substitute Valuation Agent for so long as such Event of Default is continuing. If the parties are unable to agree on a substitute Valuation Agent, each of the
parties shall select an independent dealer in derivatives who, together, will agree on a third party leading, independent dealer in derivatives to act as substitute Valuation Agent. All determinations by the Valuation Agent and any
substitute Valuation Agent shall be made in good faith and in a commercially reasonable manner. The fees and expenses of the substitute Valuation Agent shall be met by Party A. Notwithstanding anything to the contrary set forth in this
Annex, the Valuation Agent shall not be required to notify Party B of any of the Valuation Agent’s calculations of Value, Exposure, Delivery Amount or Return Amount under this Annex unless requested in writing to do so by Party B, in each
instance, with respect to a Valuation Date for which the Threshold for Party A is zero.
|
(ii) |
“Valuation Date” means each Local Business Day on which
the Threshold applicable to Party A is zero or a positive Return Amount exists.
|
(iii) |
“Valuation Time” means the close of business in the
city of the Valuation Agent on the Local Business Day preceding the Valuation Date or date of calculation, as applicable; provided that the calculations of Value and Exposure will be made as of approximately the same time on the same
date.
|
(iv) |
“Notification Time” means 1:00 p.m., New York time, on
a Local Business Day.
|
(v) |
Paragraph (i)(B) of the definition of “Value” shall be deleted in its entirety and replaced with the following: “(i)(B) a security, the bid price obtained by the Valuation Agent (or, if the
Valuation Agent is a Defaulting Party and the Secured Party has, by way of written notice to the Valuation Agent, nominated another entity to calculate the Value of securities, such entity) multiplied by the applicable Valuation
Percentage, if any; and”.
|
(d) |
Conditions Precedent and Secured Party's Rights and Remedies. For purposes of Paragraph 8, each Termination Event will be a
“Specified Condition” for that party if the other party has designated an Early
|
Party A
|
Party B
|
||
Illegality
|
[ ]
|
[ ]
|
|
Tax Event
|
[ ]
|
[ ]
|
|
Tax Event Upon Merger
|
[ ]
|
[ ]
|
|
Credit Event Upon Merger
|
[ ]
|
[ ]
|
|
The Additional Termination Events specified in Part 1(m) of the Schedule to this Agreement.
|
[X]
|
[ ]
|
|
The Additional Termination Event specified in Part 1(n) of the Schedule to this Agreement.
|
[ ]
|
[X]
|
|
(e) |
Substitution.
|
(ii) |
Consent. If specified here as applicable, then the Pledgor must obtain the Secured Party's
consent for any substitution pursuant to Paragraph 4(d): Inapplicable
|
(f) |
Dispute Resolution.
|
(i) |
“Resolution Time” means 1:00 p.m., New York time, on
the Local Business Day following the date on which the notice is given that gives rise to a dispute under Paragraph 5.
|
(i) |
Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), on any date the Value of Posted
Credit Support or of any transfer of Eligible Credit Support or Posted Credit Support, as the case may be, will be calculated as follows:
|
(A) |
with respect to any Eligible Credit Support or Posted Credit Support comprising securities (“Securities”) the sum of (a)(x) the last bid price on such date for such Securities on the principal
national securities exchange on which such Securities are listed, multiplied by the applicable Valuation Percentage; or (y) where any Securities are not listed on a national securities exchange, the bid price for such Securities quoted as
at the close of business on such date by any principal market maker (which will not be and will be independent from the Valuation Agent) for such Securities chosen by the Valuation Agent, multiplied by the applicable Valuation Percentage;
or (z) if no such bid price is listed or quoted for such date, the last bid price listed or quoted (as the case may be), as of the day next preceding such date on which such prices were available, multiplied by the applicable Valuation
Percentage; plus (b) the accrued interest where applicable on such Securities (except to the extent that such interest will have been paid to the Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price referred to in
subparagraph (a) above) as of such date, multiplied by the applicable Valuation Percentage; and
|
(B) |
with respect to any Cash, the amount thereof in U.S. dollars multiplied by the applicable Valuation Percentage.
|
(iii) |
Alternative. The provisions of Paragraph 5 will apply, except to the following extent:
|
(g) |
Holding and Using Posted Collateral.
|
(i) |
Eligibility to Hold Posted Collateral; Custodians. Notwithstanding anything to the contrary
in Paragraph 6(b), any Posted Collateral shall be held by the Custodian in the Collateral Account (as hereinafter defined).
|
(i) |
Interest Rate. The “Interest Rate” will be the actual rate earned on Posted Collateral in the form of Cash that is held by the Custodian.
|
(ii) |
Transfer of Interest Amount. The Transfer of the Interest Amount will be made no later than
on the first Local Business Day of each calendar month and on any Local Business Day that Posted Collateral in the form of Cash is Transferred to the Pledgor pursuant to Paragraph 3(b); provided that the Trust shall not be obligated to
transfer any Interest Amount unless and until it has earned and received the related Interest Amount.
|
(iii) |
Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii) will apply; provided,
however, notwithstanding any other provision in this Agreement to the contrary, any Interest
|
(iv) |
“Interest Amount” means, with respect to an Interest Period, any amount of interest received (net of any deduction or withholding for
or on account of any tax) by the Secured Party during such Interest Period on the principal amount of the portion of the Posted Credit Support comprised of Cash.
|
(v) |
“Distributions” means, with respect to any Eligible Credit Support comprised in the Posted Credit Support consisting of securities,
all principal, interest and other payments and distributions of cash or other property received (net of any deduction or withholding for or on account of any tax) by the Secured Party from time to time.
|
(vi) |
“Distribution Date” means, with respect to any Eligible Credit Support comprised in the Posted Credit Support other than cash, each
date on which the Secured Party receives Distributions or, if that date is not a Valuation Date, the next following Valuation Date.
|
(vii) |
Transfer of Distributions. The Secured Party shall only be obliged to transfer Distributions
under Paragraph 6(d)(i) if the Valuation Agent has confirmed in writing that no Delivery Amount would be created or increased by the transfer (and the date of calculation will be deemed a Valuation Date for this purpose).
|
(j) |
Demands and Notices. All demands, specifications and notices under this Annex will be made pursuant to the Notices Section of this
Agreement, unless otherwise specified here:
|
(i) |
Collateral Account. In the event that the Threshold applicable to Party A has been reduced to
zero, Party A shall open and maintain a segregated account with the Custodian, titled as an account of Party A as depositor and entitlement holder (such segregated account the “Collateral
Account”). The Collateral Account shall be subject to a tri-party account control agreement to be entered into among Party A, Party B, and the Custodian (the “Control
Agreement”). The Control Agreement shall provide, among other customary matters, that (x) Party A shall be entitled to originate entitlement orders and instructions, and receive interest and distributions, with respect to the
Collateral Account so long as Party B has not delivered a notice to the Custodian and Party A to the effect that Party B shall have exclusive control over the Collateral Account, (y) following delivery of such notice of exclusive control
the Custodian shall comply with instructions and entitlement orders originated by Party B without further consent by Party A, and (z) the Control Agreement shall terminate on the fifth business day following delivery of a notice from
Party A to the Custodian and Party B that Party A has designated an Early Termination Date in respect of all Transactions for the reason that Party B is the Defaulting Party or the sole Affected Party with respect to a Termination Event,
unless such notice is contested by Party B within such period of five business days. Party B agrees that it shall not assert exclusive control over, or originate entitlement orders or instructions for the disposition of funds with respect
to, the Collateral Account unless the conditions for the exercise of its rights and remedies pursuant to Paragraph 8(a) are met and such assertion of exclusive control or origination of instructions or entitlement orders is for the
purpose of exercising such rights and remedies.
|
(ii) |
Modification to Paragraph 6(d)(i) – Distributions: Paragraph 6(d)(i) shall be amended so that
the phrase “or is deemed to receive” is hereby deleted.
|
(iii) |
Modification to Paragraph 7 – Events of Default: Clause (i) of Paragraph 7 will not apply to Party A as Pledgor and will apply to
Party B as Secured Party solely in respect of Party B’s obligations under Paragraphs 3(b), 6(d) and 8(d) of the Credit Support Annex.
|
(iv) |
Calculations. Paragraph 4(c) shall be amended by inserting the words “and S&P Credit Support Amount” after the world “Value”.
|
(v) |
Expenses. Notwithstanding Paragraph 10, the Pledgor will be responsible for, and will reimburse the Secured Party for, all transfer
and other taxes and other costs involved in the transfer of Eligible Credit Support and/or Posted Credit Support either from the Pledgor to the Secured Party or from the Secured Party to the Pledgor pursuant to this Annex.
|
(vi) |
Single Pledgor and Single Secured Party. Party A shall always be the Pledgor and Party B shall always be the Secured Party.
|
(vii) |
Exchange. The Secured Party shall only be obliged to transfer Eligible Credit Support or Posted Credit Support under Paragraph 4(b) if
the Valuation Agent has confirmed in writing that no Delivery Amount would be created or increased by the transfer (and the date of calculation will be deemed a Valuation Date for this purpose).
|
(viii) |
Additions to Paragraph 12 – Additional Definitions: Terms used herein and not defined herein shall have the meanings ascribed to such
terms in the Schedule. The following definitions of, “Ratings Criteria”, “Ratings Collateral Trigger”, “Treasury Securities”, and “Volatility Buffer” shall be added to Paragraph 12 of this Annex:
|
Remaining weighted-average life of swap*
|
Volatility Buffer in respect of the Notional Amount if:
|
|
S&P Strong Collateral Framework applies
|
S&P Adequate Collateral Framework applies
|
|
interest rate swap: fixed-floating
|
interest rate swap: fixed-floating
|
|
[0;1]
|
2.0
|
1.0
|
(1;2]
|
4.0
|
2.0
|
(2;3]
|
6.0
|
2.5
|
(3;5]
|
8.5
|
3.5
|
(5;7]
|
10.0
|
4.0
|
(7;10]
|
12.0
|
5.0
|
(10;15]
|
14.0
|
6.0
|
(15;20]
|
14.5
|
6.5
|
Greater than 20
|
15.0
|
7.0
|
(ix) |
Notwithstanding any other provision in this Agreement to the contrary, no full or partial failure to exercise and no delay in exercising, on the part of the Counterparty or the Trust, any right,
remedy, power or privilege permitted hereunder shall operate in any way as a waiver thereof by such party, including without limitation any failure to exercise or any delay in exercising to any or to the full extent of such party’s rights
with respect to transfer timing pursuant to Paragraph 4(b), regardless of the frequency of such failure or delay.
|
(x) |
In all cases, in order to facilitate calculation of the Delivery Amount and the Return Amount for a particular Valuation Date in accordance with Paragraph 3 of this Annex:
|
(m) |
Agreement as to Single Secured Party and Pledgor. The Counterparty and the Trust agree that, notwithstanding anything to the contrary
in the recital to this Annex, Paragraph 1(b) or Paragraph 2 or the definitions of Paragraph 12, (a) the term “Secured Party” as used in this Annex shall mean only the Trust, (b) the term “Pledgor” as used in this Annex shall mean only the
Counterparty, and (c) only the Counterparty makes the pledge and grant in Paragraph 2, the acknowledgement in the final sentence of Paragraph 8(a) and the representations in Paragraph 9.
|
(n) |
Covenants of the Pledgor. So long as the Agreement is in effect, the Counterparty covenants that it will keep the Posted Collateral
free from all security interests or other encumbrances created by the Counterparty, except the security interest created hereunder, any security interests or other encumbrances created by the Trust and any security interests in favor of
Custodian or the relevant clearing system; and subject to the foregoing it will not sell, transfer, assign, deliver or otherwise dispose of, or grant any option with respect to any Posted Collateral or any interest therein, or create,
incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any Posted Collateral or any interest therein, without the prior written consent of the Trust.
|
(o) |
Costs of Transfer and Collateral Account. Notwithstanding Paragraph 10, (i) Party A will be responsible for, and will reimburse Party
B for all transfer taxes and other costs involved in the transfer of Eligible Credit Support either from the Pledgor to the Secured Party or from the Secured Party to the Pledgor hereunder and (ii) for all costs associated with the
establishment and maintenance of the Collateral Account.
|
(p) |
Cumulative Rights. The rights, powers and remedies of the Secured Party under this Annex shall be in addition to all rights, powers
and remedies given to the Secured Party by the Agreement or by virtue of any statute or rule of law, all of which rights, powers and remedies shall be cumulative and may be exercised successively or concurrently without impairing the
rights of the Secured Party in the Posted Collateral created pursuant to this Annex.
|
(r) |
Swap Transactions. References throughout this Annex to “Swap Transactions” are deleted.
|
BANK OF AMERICA, N.A.
|
VERIZON OWNER TRUST 2020-A
|
By: Wilmington Trust, National Association,
not in its individual capacity but solely as Owner Trustee of Verizon Owner Trust 2020-A |
|
By: /s/ Brendan Mulvey
Name: Brendan Mulvey Title: Managing Director Date: January 23, 2020
|
By: /s/ Clarice Wright
Name: Clarice Wright Title: Assistant Vice President Date: January 23, 2020
|
(a) |
cash in the Base Currency or in an Eligible Currency (other than the Base Currency); or
|
(b) |
bonds denominated in the Base Currency or an Eligible Currency (other than the Base Currency) that are either (i) coupon-bearing or (ii) zero-coupon bonds that mature within one year) issued by
the following sovereigns provided that the applicable local currency sovereign ratings remain at least as high as 'A': Australia; Austria; Belgium; Canada; Denmark; Finland; France; Germany; Hong Kong;
Japan; Netherlands; Norway; Singapore; South Korea; Sweden; Switzerland; U.K.; and the U.S. (such bonds as permitted under (b) above being “S&P Eligible Bonds”).
|
(a) |
with respect to a Valuation Date and cash:
|
Item
|
S&P Valuation Percentage
|
||
S&P Strong
Collateral Framework |
S&P Adequate
Collateral Framework |
S&P Moderate
Collateral Framework |
|
1. Cash in the Base Currency
|
100
|
100
|
100
|
2. Cash in EUR
|
80
|
92
|
92
|
3. Cash in GBP
|
80
|
92
|
92
|
(b) |
with respect to a Valuation Date and S&P Eligible Bonds: The following Valuation Percentages apply if the S&P Eligible Bonds are denominated in USD. If the S&P Eligible Bonds are
denominated in GBP or EUR each percentage set out below shall be deemed to be equal to such percentage minus 20% (if the S&P Strong Collateral Framework applies) or 8% (if the S&P Adequate Collateral Framework applies or the
S&P Moderate Collateral Framework applies).
|
Remaining term to maturity (years)*
|
S&P Eligible Bonds
(%) |
Covered bonds which are (i) coupon bearing,
(ii) eligible as level one high quality liquid assets under the Counterparty’s national liquidity coverage ratio regulation, (iii) rated at least as high as “AA-” by S&P and (iv) not issued by the Counterparty or an Affiliate of the Counterparty (%) |
||||
S&P Strong
Collateral Framework |
S&P Adequate Collateral Framework
|
S&P Moderate Collateral Framework
|
S&P Strong
Collateral Framework |
S&P Adequate Collateral Framework
|
S&P Moderate Collateral Framework
|
|
[0; 1]
|
92.0
|
95.0
|
99.5
|
88.0
|
92.5
|
99.0
|
(1; 3]
|
90.0
|
95.0
|
98.0
|
85.0
|
92.5
|
96.0
|
(3; 5]
|
88.0
|
93.0
|
98.0
|
82.0
|
89.5
|
96.0
|
(5; 7]
|
86.0
|
93.0
|
96.0
|
79.0
|
89.5
|
92.0
|
(7; 10]
|
82.0
|
92.0
|
96.0
|
73.0
|
88.0
|
92.0
|
(10; 15]
|
81.0
|
92.0
|
95.5
|
71.5
|
88.0
|
91.0
|
(15; 20]
|
80.0
|
91.0
|
95.0
|
70.0
|
86.5
|
90.0
|
>20
|
79.0
|
90.0
|
94.5
|
68.5
|
85.0
|
89.0
|