VERIZON OWNER TRUST 2020-B OMNIBUS AMENDMENT NO. 1

________________________________________________________________________

 

OMNIBUS AMENDMENT NO. 1

dated as of November 8, 2021

to

 

________________________________________________________________________

 

 

 

This OMNIBUS AMENDMENT NO. 1, dated as of November 8, 2021 (this “Amendment”), is to:

 

 

 

 

 

 

WHEREAS, the parties to this Amendment desire to amend the Agreements to, among other things, (i) permit Verizon Master Trust, a Delaware statutory trust (“VZMT”), to transfer Receivables to the Depositor from time to time during the Revolving Period, which Receivables would be subsequently transferred by the Depositor to the Issuer, (ii) require the Servicer to acquire Receivables transferred by VZMT to the Depositor and from the Depositor to the Issuer that breach the Eligibility Representation, (iii) require the Parent Support Provider to acquire, or to cause the Servicer to acquire, Receivables transferred by VZMT to the Depositor and from the Depositor to the Issuer to the extent that the Servicer is obligated to acquire such Receivables under the VZMT Receivables Transfer Agreement, dated as of November 8, 2021, among VZMT, as transferor, Cellco, as Servicer, and the Depositor, but has not acquired such Receivables, and (iv) require the Administrator to cause Cellco, as administrator of VZMT, to facilitate the release of Receivables from the lien of the Master Collateral Agency and Intercreditor Agreement, originally dated as of May 25, 2021, as amended (the “VZMT Master Collateral Agreement”), by and among VZMT, U.S. Bank, as master collateral agent, Cellco, as servicer, and each creditor representative from time to time party thereto;

 

WHEREAS, Section 10.1(b) of the Transfer and Servicing Agreement provides that other than as set forth in Section 10.1(c) of the Transfer and Servicing Agreement, the Transfer and Servicing Agreement (including Appendix A) may be amended by the parties thereto, to add any provisions to, or change in any manner or eliminate any provisions of, the Transfer and Servicing Agreement or for the purpose of modifying in any manner the rights of the Noteholders under the Transfer and Servicing Agreement, with the consent of the Certificateholders, either (1) without the consent of the Noteholders if (x) the Issuer or Cellco, as administrator (the “Administrator”) delivers an Officer’s Certificate to the Indenture Trustee and the Owner Trustee stating that the amendment will not have a material adverse effect on the Noteholders, or (y) the Rating Agency Condition is satisfied with respect to such amendment or (2) if the interests of the Noteholders are materially and adversely affected, with the consent of the holders of a majority of the Note Balance of the Controlling Class;

 

WHEREAS, Section 5(d) of the Parent Support Agreement permits amendments to the Parent Support Agreement if the amendments are in writing and signed by the Depositor, the Issuer, the Indenture Trustee and the Parent Support Provider;

 

WHEREAS, Section 9.1(b) of the Indenture provides that other than as set forth in Section 9.2 of the Indenture, the Indenture may be amended by the parties thereto (in the case of the Indenture Trustee, when directed by an Issuer Order), to add terms to, or to change or eliminate the terms of, the Indenture or to modify in any manner the rights of the Noteholders under the Indenture, without the consent of the Noteholders, if (1) the Administrator delivers to the Indenture Trustee an Officer’s Certificate stating that the amendment will not have a material adverse effect on the Notes, or (2) the Rating Agency Condition has been satisfied;

 

WHEREAS, Section 5.1(b) of the Administration Agreement provides that other than as set forth in Section 5.1(c) of the Administration Agreement, the Administration Agreement may be amended by the parties thereto to add any provisions to, or change in any manner or eliminate any provisions of, the Administration Agreement or for the purpose of modifying in any manner the rights of the Noteholders under the Administration Agreement if either (x) the Issuer or the Administrator delivers an Officer’s Certificate to the Indenture Trustee and the Owner Trustee stating that the amendment will not have a material adverse effect on the Noteholders or (y) the Rating Agency Condition is satisfied with respect to such amendment;

 

WHEREAS, Section 10.1(c) of the Transfer and Servicing Agreement, Section 9.2 of the Indenture and Section 5.1(c) of the Administration Agreement do not apply to this Amendment; and

 

WHEREAS, (A) the Issuer Order referred to in Section 9.1(b) of the Indenture, (B) the Officer’s Certificate referred to in Section 11.3(a) of the Indenture and (C) the Opinion of Counsel referred to in Section 10.1(e) of the Transfer and Servicing Agreement, Section 9.3(a) of the Indenture, Section 5.1(f) of the Administration Agreement and Section 11.1(h)(ii) of the Amended and Restated Trust Agreement of the Issuer, dated as of August 12, 2020 (the “Trust Agreement”) between the Depositor and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”) are being delivered simultaneously herewith.

 

NOW, THEREFORE, the parties hereto agree as follows:

 

 

SECTION 2.  Amendments and Modifications to the Agreements.  As of the Effective Date (as defined below), and subject to the satisfaction of the conditions precedent set forth in Section 4 below, (i) the Transfer and Servicing Agreement is hereby amended as set forth in Exhibit A to this Amendment, (ii) the Parent Support Agreement is hereby amended as set forth in Exhibit B to this Amendment, (iii) the Indenture is hereby amended as set forth in Exhibit C to this Amendment and (iv) the Administration Agreement is hereby amended as set forth in Exhibit D to this Amendment, in each case, with text marked in underline indicating additions to such Agreement and with text marked in strikethrough indicating deletions to such Agreement

 

SECTION 3.  Reference to and Effect on the Agreements.

 

 

Noteholder of every Note heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and thereby, (ii) each reference in the Agreements to “this Agreement”, “this Indenture”, “hereof”, “hereunder” or words of like import referring to an Agreement shall mean and be a reference to such Agreement, as amended by this Amendment and (iii) each reference to an Agreement contained in any other Transaction Document and any financing statement filed in connection therewith shall mean and be a reference to such Agreement, as amended by this Amendment.

 

 

SECTION 4.  Conditions Precedent.  This Amendment shall become effective as of the Effective Date upon (i) receipt by the parties hereto of this Amendment duly executed by the parties hereto and (ii) delivery by the Administrator of an Officer’s Certificate to the Indenture Trustee and the Owner Trustee stating that this Amendment will not have a material adverse effect on the Noteholders or the Notes, as required by Section 10.1(b) of the Transfer and Servicing Agreement, Section 9.1(b) of the Indenture and Section 5.1(b) of the Administration Agreement.

 

SECTION 5.  Certain Representations and Warranties.

 

 

 

 

 

 

SECTION 6.  Governing Law.  THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN

 

ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).

 

SECTION 7.  Submission to Jurisdiction.   Each party submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for legal proceedings relating to this Amendment.  Each party irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or in the future have to the venue of a proceeding brought in such a court and any claim that the proceeding was brought in an inconvenient forum.

 

SECTION 8.  Waiver of Jury Trial.   TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR IN CONNECTION WITH, THIS AMENDMENT OR ANY MATTER ARISING THEREUNDER WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

 

SECTION 9.  Severability.  If a part of this Amendment is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Amendment and will not affect the validity, legality or enforceability of the remaining Amendment.

 

SECTION 10.  Headings.  The headings in this Amendment are included for convenience and will not affect the meaning or interpretation of this Amendment.

 

SECTION 11.  Counterparts.  This Amendment may be executed in multiple counterparts.  Each counterpart will be an original and all counterparts will together be one document.

 

SECTION 12.  Direction to Owner Trustee.  Pursuant to and in accordance with Section 5.6 of the Trust Agreement, the Administrator hereby directs the Owner Trustee to execute and deliver this Amendment as Owner Trustee, and on behalf of the Issuer.  The Administrator hereby certifies and confirms that (a) it has reviewed and approved of this Amendment and the amendments to the Agreements; (b) this direction and such action by the Owner Trustee pursuant to this direction are not contrary to any obligation of the Issuer or the Owner Trustee under, and are consistent with, permitted by and in compliance with the Trust Agreement, and all of the other relevant documents contemplated by the Trust Agreement; (c) the Owner Trustee shall not be liable for the action taken by it in accordance with this Amendment; (d) all conditions precedent necessary for the effectiveness of this Amendment contained in the Trust Agreement and the other Agreements have been duly satisfied or waived; and (e) the Owner Trustee’s actions in accordance with this Amendment are covered by Section 7.2(a) of the Trust Agreement.

 

SECTION 13.  Electronic Signatures. Each party agrees that this Amendment and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Amendment or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

 

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the day and year first written above.

 

(A)

as of such Acquisition Date, (1) the Depositor is Solvent and will not become insolvent as a result of the transfer and assignment of the Additional Receivables on the Acquisition Date, (2) the Depositor does not intend to incur or believe that it would incur debts that would be beyond the Depositor’s ability to pay as they matured and (3) the transfer and assignment of the Additional Receivables is not made by the Depositor with actual intent to hinder, delay or defraud any Person;

(B)

each of the representations and warranties made by the Depositor under Sections 2.4(a) and 2.4(b), in each case, solely with respect to the related Additional Receivables, will be true and correct as of the Acquisition Date; and

(C)

all conditions to the transfer and assignment of the related Additional Receivables by the Originators to the Depositor under Section 2.1(d) of the Originator Receivables Transfer Agreement and, by the Master Trust to the Depositor under Section 2.1(d) of the Master Trust Receivables Transfer Agreement and by VZMT to the Depositor under Section 2.1(d) of the VZMT Receivables Transfer Agreement, as applicable, have been satisfied.

(A)

This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Depositor Transferred Property in favor of the Issuer, which is prior to any Lien, other than Permitted Liens, and is enforceable against all creditors of, purchasers from and transferees and absolute assignees of the Depositor.

(B)

All filings (including UCC filings) necessary in any jurisdiction to give the Depositor a first priority, validly perfected ownership and security interest in the Originator Transferred Property and, the Master Trust Transferred Property and the VZMT 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 Fitch:

8.	If to Moody’s:

10.	If to the Master Trust:

11.	If to VZMT:

(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 ▇▇▇▇.  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.

(i)

the Supplemental Servicing Fee;

(ii)

amounts on any Receivable for which the Acquisition Amount is included in the Available Funds for the related Payment Date; and

(iii)

any Recoveries or cash collections received with respect to Written-Off Receivables that were written-off before or during such Collection Period.

(i)

on the Closing Date, 10.50% of the Adjusted Pool Balance as of the Initial Cutoff Date;

(ii)

for any date of determination (other than the Closing Date), prior to the Amortization Period, on which the pool of Receivables meets all of the Floor Credit

Enhancement Composition Tests, the greater of (x) the result of (a)(i) the aggregate Note Balance, divided by (ii) 1 minus 0.1050, minus (b) the aggregate Note Balance, and (y) 1.00% of the Adjusted Pool Balance as of the Closing Date;

(iii)

for any date of determination (other than the Closing Date), prior to the Amortization Period, on which the pool of Receivables does not meet all of the Floor Credit Enhancement Composition Tests, the greater of (x) the result of (a)(i) the aggregate Note Balance, divided by (ii) 1 minus 0.1350, minus (b) the aggregate Note Balance, and (y) 1.00% of the Adjusted Pool Balance as of the Closing Date;

(iv)

for any date of determination, during the Amortization Period, on which the pool of Receivables meets all of the Floor Credit Enhancement Composition Tests, the greater of (x) 14.50% of the Adjusted Pool Balance as of the end of the calendar month immediately preceding such date of determination, and (y) 1.00% of the Adjusted Pool Balance as of the Closing Date; or

(v)

for any date of determination, during the Amortization Period, on which the pool of Receivables does not meet all of the Floor Credit Enhancement Composition Tests, the greater of (x) 17.50% of the Adjusted Pool Balance as of the end of the calendar month immediately preceding such date of determination, and (y) 1.00% of the Adjusted Pool Balance as of the Closing Date.

(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,

(b)

the portion of the amounts paid by the related Obligor applied on or before that date allocable to principal; minus

(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 August 12, 2020, as amended (the “Agreement”), among Verizon Owner Trust 2020-B (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.