LIMITED LIABILITY COMPANY AGREEMENT OF VERIZON ABS II LLC

(i)

to purchase, acquire, own, hold, sell, transfer, service, convey, safekeep, dispose of, pledge, assign, borrow money against, finance, refinance or otherwise deal with, publicly or privately and whether with unrelated third parties or with affiliated entities, all right, title and interest in and to receivables arising out of or relating to device payment plan agreements originated by subsidiaries of Verizon Communications Inc., moneys due thereunder and related rights (collectively, the “Receivables”), all books, records and other contracts and documents relating thereto, all related rights and security and all collections and other proceeds with respect to the foregoing, all as expressly contemplated by the Basic Documents;

(ii)

to sell or hold any series or class of certificates, notes, loans or other evidence of indebtedness, backed by a pool of Receivables (the “Credit Extensions”) issued by one or more grantor trusts, owner trusts or similar special purpose entities directly or indirectly affiliated with the Company (each, a “Trust”);

(iii)

to enter into the Basic Documents and perform the obligations thereunder; and

(iv)

to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware that are related or incidental to and necessary, convenient or advisable for the accomplishment of the above-mentioned purposes (including the establishment of bank accounts and entering into management, transfer, purchase, servicing and administration agreements), in each case, to the extent permitted by the Basic Documents.

(i)

The Board may, by resolution passed by a majority of the Directors entitled to vote, designate one or more committees, each committee to consist of one or more of the Directors (excluding the Independent Director) of the Company.  The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

(ii)

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

(iii)

Any such committee, to the extent provided in the resolution of the Board, and subject, in all cases, to Sections 9(j) and 10, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company.  Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board.  Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

(i)

This Section 9(j) is being adopted in order, inter alia, to comply with certain provisions required in order to qualify the Company as a “special purpose” entity.

(ii)

The Member shall not, prior to the date which is two years and one day after the date when, following the termination of all Basic Documents in accordance with their terms, all Obligations of the Company thereunder, including any Credit Extensions issued by a Trust formed by the Company, have been paid in full (such date, the “Final Payment Date”), amend, alter, change or repeal the definition of “Independent Director” or Sections 5(c), 7, 8, 9, 10, 16, 20, 21, 22, 23, 24, 25, 26 or 31 or Schedule A of this Agreement without the unanimous written consent of the Board (including all Independent Directors), with notice of such amendment provided promptly by the Company to each Rating Agency; provided, however, that the Board may not vote on, or authorize the taking of, any such action unless there is at least one Independent Director appointed pursuant to, and in compliance with, each of the provisions of this Agreement and then serving in such capacity.  Subject to this Section 9(j), the Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 31.

(iii)

Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Member, the Board, any Officer or any other Person, neither the Member nor the Board nor any Officer nor any other Person shall be authorized or empowered to, nor shall they permit the Company to, and the Company shall not, without the

prior unanimous written consent of the Member and the Board (including all Independent Directors), take any Material Action; provided, however, that the Board may not vote on, or authorize the taking of, any Material Action, unless there is at least one Independent Director appointed pursuant to, and in compliance with, each of the provisions of this Agreement and then serving in such capacity, and any taking or purported taking of any Material Action that is not in strict compliance with this Section 9(j)(iii) shall be void and of no effect.

(iv)

The Board and the Member shall cause the Company to, and the Company shall, do or cause to be done all things necessary to preserve and keep in full force and effect its limited liability company existence and structure, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board shall determine that the preservation thereof is no longer desirable for the conduct of its business and that the loss thereof is not disadvantageous in any material respect to the Company.  The Board also shall cause the Company to, and the Company shall:

(A)

maintain its own separate books and records and bank accounts;

(B)

at all times hold itself out to the public and all other Persons under the Company’s own name as a legal entity separate and distinct from the Member and any other Person;

(C)

have a Board of Directors separate from those of the Member and any other Person;

(D)

file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law;

(E)

except as contemplated by the Basic Documents, not commingle its assets with assets of any other Person;

(F)

conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence;

(G)

maintain separate financial statements;

(H)

pay its own liabilities only out of its own funds;

(I)

maintain an arm’s length relationship with its Affiliates and the Member;

(J)

pay the salaries of its own employees, if any;

(K)

not hold out its credit or assets as being available to satisfy the obligations of others;

(L)

allocate fairly and reasonably, to the extent practical on the basis of actual use or the value of services rendered, any overhead for shared office space or other overhead expenses;

(M)

use separate stationery, invoices and checks;

(N)

correct any known misunderstanding regarding its separate identity from its Affiliates;

(O)

not operate or purport to operate as an integrated single economic unit with respect to its Affiliates;

(P)

maintain adequate capital in light of its contemplated business purpose, transactions and liabilities;

(Q)

cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities;

(R)

not acquire any securities of the Member, it being understood that the Receivables shall not be securities of the Member for purposes of this clause (R);

(S)

act solely in its own name and through its own authorized managers, Directors, members, Officers and agents, except as explicitly permitted in the Basic Documents; and

(T)

cause the Directors, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company.

(v)

Prior to the Final Payment Date, the Board shall not cause or permit the Company to, and, without the unanimous written consent of the Board (including all Independent Directors), the Company shall not and shall not permit any Person acting on its behalf to:

(A)

except as contemplated by the Basic Documents, guarantee any obligation of any Person, including any Affiliate;

(B)

engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 7 hereof, the Basic Documents or this Section 9(j);

(C)

incur, create or assume any indebtedness except as expressly permitted under the Basic Documents;

(D)

create, assume or suffer to exist any Lien on any of its assets other than any Lien created pursuant to the Basic Documents;

(E)

make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Company may invest in those investments permitted under the Basic Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Basic Documents and permit the same to remain outstanding in accordance with such provisions;

(F)

to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Basic Documents;

(G)

be named, directly or indirectly, as a contingent beneficiary or loss payee on any insurance policy covering the property of the Servicer, any Originator (including the Member) or any Affiliate of any of them;

(H)

except as contemplated by the Basic Documents, issue any security of any kind;

(I)

except as contemplated by the Basic Documents, sell, pledge or dispose of any of its assets for the benefit of any other Person;

(J)

purchase any asset (or make any investment, by share purchase, loan or otherwise) except as permitted by the Basic Documents;

(K)

engage in any activity (whether or not pursued for gain or other pecuniary advantage) other than as permitted by the Basic Documents;

(L)

except as expressly permitted in the Basic Documents (including pursuant to Section 16 hereof) make any payment, directly or indirectly, to, or for the account or benefit of, any member or any Affiliate thereof;

(M)

have any employees; or

(N)

form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other).

1.

Subject to paragraph 2 below, the Member may assign in whole or in part its limited liability company interest in the Company to the extent permitted by the Basic Documents.  Subject to Section 23, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement.  If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company.  Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

2.

The Member shall cause to be kept or maintained, a register (the “Register”) in which, subject to such reasonable regulations as it may prescribe, it shall provide for the registration of the limited liability company interests in the Company.  The Member shall only update the Register to record an assignment as provided in paragraph 1 above, and no such assignment shall be effective until recorded in the Register.

	MEMBER:
	CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS
	By:	/s/ ▇▇▇ ▇▇▇▇ Sin
		Name:	▇▇▇ ▇▇▇▇ Sin
		Title:	Vice President and Assistant Treasurer
	INDEPENDENT DIRECTOR:
		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
		Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

Name	Mailing Address	Agreed Value of Capital Contribution	Membership Interest
Cellco Partnership d/b/a Verizon Wireless	▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇	$10.00	100%

	▇▇▇▇▇ ▇▇▇▇▇, a Director
	▇▇▇ ▇▇▇▇ Sin, a Director
	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, an Independent Director

	DIRECTORS
1.	▇▇▇▇▇ ▇▇▇▇▇
2.	▇▇▇ ▇▇▇▇ Sin
3.	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, an Independent Director

OFFICERS	TITLE
▇▇▇▇▇ ▇▇▇▇▇	President
▇▇▇ ▇▇▇▇ Sin	Chief Financial Officer and Treasurer
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇	Assistant Treasurer
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇	Secretary
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇	Assistant Secretary
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇	Assistant Secretary