VERIZON OWNER TRUST 2020-A OMNIBUS AMENDMENT NO. 1

TRANSFER AND SERVICING AGREEMENT dated as of January 29, 2020, among VERIZON OWNER TRUST 2020-A, as Issuer, VERIZON ABS LLC, as Depositor, and CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, as Servicer, Marketing Agent and Custodian,

PARENT SUPPORT AGREEMENT dated as of January 29, 2020, made by VERIZON COMMUNICATIONS INC., as Parent Support Provider in favor of VERIZON ABS LLC, as Depositor, VERIZON OWNER TRUST 2020-A, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee for the benefit of the Noteholders,

INDENTURE dated as of January 29, 2020, between VERIZON OWNER TRUST 2020-A, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee and Note Paying Agent,   and

ADMINISTRATION AGREEMENT dated as of January 29, 2020, between VERIZON OWNER TRUST 2020-A, as Issuer, and CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, as Administrator

(1)

the TRANSFER AND SERVICING AGREEMENT, originally dated as of January 29, 2020 (the “Transfer and Servicing Agreement”), by and among VERIZON OWNER TRUST 2020-A, as issuer (the “Issuer”), VERIZON ABS LLC, as depositor (the “Depositor”) and CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS (“Cellco”), as servicer (in such capacity, the “Servicer”), as marketing agent (in such capacity, the “Marketing Agent”) and as custodian;

(2)

the PARENT SUPPORT AGREEMENT, originally dated as of January 29, 2020 (the “Parent Support Agreement”), made by VERIZON COMMUNICATIONS INC., as parent support provider (the “Parent Support Provider”) in favor of the Depositor, the Issuer and U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), as indenture trustee (the “Indenture Trustee”) for the benefit of the Noteholders;

(3)

the INDENTURE, originally dated as of January 29, 2020 (the “Indenture”), by and between the Issuer and U.S. Bank, as Indenture Trustee and as note paying agent; and

(4)

the ADMINISTRATION AGREEMENT, originally dated as of January 29, 2020 (the “Administration Agreement” and together with the Transfer and Servicing Agreement, the Parent Support Agreement and the Indenture, the “Agreements”), by and between the Issuer and Cellco, as administrator (the “Administrator”).

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1	Usage and Definitions	1
ARTICLE II TRANSFER AND ACQUISITION OF DEPOSITOR TRANSFERRED PROPERTY;  REPRESENTATIONS AND WARRANTIES		1
Section 2.1	Transfers of Depositor Transferred Property.	1
Section 2.2	Acknowledgement of Further Assignments	3
Section 2.3	Savings Clause	3
Section 2.4	Representations and Warranties About Depositor Transferred Property.	3
Section 2.5	Originators’ Reacquisition and Servicer’s Acquisition of Receivables for Breach of Representations.	56
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.	910
Section 3.4	Sale of Written-Off Receivables	1011
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	2223
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		2526
Section 6.1	Servicer’s and Marketing Agent’s Representations and Warranties	2526
Section 6.2	Liability of Servicer and Marketing Agent.	29
Section 6.3	Indemnities of Servicer and the Marketing Agent.	2930

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		3233
Section 7.1	No Resignation	3233
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	4041
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.	4748

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 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:

Email: ▇▇▇.▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇.▇▇▇

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:

11.	If to the Master Trust:

Email: ▇▇▇.▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇.▇▇▇

12.	If to VZMT:

Email: ▇▇▇.▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇.▇▇▇

(a)

the Initial Pool Balance; minus

(b)

the Yield Supplement Overcollateralization Amount for the Closing Date;

(a)

the Pool Balance as of the last day of the Collection Period immediately preceding such Payment Date or Acquisition Date; minus

(b)

the Yield Supplement Overcollateralization Amount for such Payment Date or Acquisition Date.

•

The customer may be able to upgrade an eligible device for a new qualifying device after 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.

(1)

the sum of (a) Term SOFR and (b) the Benchmark Replacement Adjustment, provided that there has been no official public statement or publication of information by the Benchmark Administrator or the regulatory supervisor for the Benchmark Administrator announcing that Term SOFR is not yet representative that has not been either withdrawn or superseded by a similar official public statement or publication that Term SOFR has become representative,

(2)

the sum of (a) Compounded SOFR and (b) the Benchmark Replacement Adjustment,

(3)

the sum of (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment,

(4)

the sum of (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment, and

(5)

the sum of (a) the alternate rate of interest that has been selected by the Administrator in its reasonable discretion as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment.

(1)

the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement,

(2)

if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment, and

(3)

the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrator in its reasonable discretion for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement.

(1)

in the case of clause (1) or (2) of the definition of “Benchmark Transition Event”, the later of (a) the date of the related official public statement or publication of information referenced therein and (b) the date on which the applicable Benchmark Administrator permanently or indefinitely ceases to provide the Benchmark, or

(2)

in the case of clause (3) of the definition of “Benchmark Transition Event”, the date of the official public statement or publication of information.

(1)

an official public statement or publication of information by or on behalf of the Benchmark Administrator announcing that such Benchmark Administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely; provided, that, at the time of such statement or publication, there is no successor Benchmark Administrator that will continue to provide the Benchmark,

(2)

an official public statement or publication of information by the regulatory supervisor for the Benchmark Administrator, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the Benchmark Administrator, a resolution authority with jurisdiction over the Benchmark Administrator or a court or an entity with similar insolvency or resolution authority over the Benchmark Administrator, which states that the Benchmark Administrator has ceased or will cease to provide the Benchmark permanently or indefinitely; provided, that, at the time of such statement or publication, there is no successor Benchmark Administrator that will continue to provide the Benchmark, or

(3)

an official public statement or publication of information by the regulatory supervisor for the Benchmark Administrator announcing that the Benchmark is no longer representative.

(i)

the Supplemental Servicing Fee;

(ii)

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

(iii)

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

(1)

the rate, or methodology of this rate, and conventions of this rate selected or recommended by the Relevant Governmental Body for determining compounded SOFR; provided that

(2)

if, and to the extent that, the Administrator determines that Compounded SOFR cannot be determined in accordance with clause (1) above, then the rate, or methodology of this rate, and conventions of this rate that have been selected by the Administrator in its reasonable discretion.

(i)

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

(ii)

for any date of determination (other than the Closing Date), prior to the Amortization Period, on which the pool of Receivables meets all of the Floor Credit Enhancement Composition Tests, the greater of (x) the result of (a)(i) the aggregate Note Balance, divided by (ii) 1 minus 0.1050, minus (b) the aggregate Note Balance, and (y) 1.00% of the Adjusted Pool Balance as of the Closing Date;

(iii)

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

(iv)

for any date of determination, during the Amortization Period, on which the pool of Receivables meets all of the Floor Credit Enhancement Composition Tests, the greater of (x) 14.50% of the Adjusted Pool Balance as of the end of the calendar

(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),

Re:

The Transfer and Servicing Agreement, dated as of January 29, 2020, as amended (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.