8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  October 21, 2022

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] 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))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Not applicable	Not applicable	Not applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
	Emerging growth company [   ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

Item 1.01Entry into a Material Definitive Agreement.

On October 21, 2022, Verizon ABS LLC (the “Depositor”) entered into Amendment No. 2 to the Transfer and Servicing Agreement, among Verizon Owner Trust 2020-A, as issuer, Verizon ABS LLC, as depositor and Class B Certificateholder, Cellco Partnership d/b/a Verizon Wireless (“Cellco”), as servicer, marketing agent and custodian, Cellco, as administrator, and Verizon DPPA True-Up Trust, as Class A Certificateholder, and acknowledged and agreed by U.S. Bank Trust Company, National Association.

Item 6.02.Change of Servicer or Trustee.

On January 28, 2022, U.S. Bank National Association (“U.S. Bank N.A.”) transferred substantially all of its corporate trust business to U.S. Bank Trust Company, National Association (“U.S. Bank Trust Co.”) and as a result, effective as of October 21, 2022, U.S. Bank Trust Co. succeeded U.S. Bank N.A. as indenture trustee (in such capacity, the “Indenture Trustee”), note paying agent (in such capacity, the “Note Paying Agent”), note registrar (in such capacity, the “Note Registrar”) and secured party (in such capacity, the “Secured Party”) for Verizon Owner Trust 2020-A.  The information contemplated by Item 1109(a)(3) through (a)(6) of Regulation AB remains unchanged from the information described in the final prospectus, dated January 21, 2020 (the “Final Prospectus”) and filed with the Commission on January 23, 2020.

Pursuant to Item 1109(a)(1) and (a)(2) of Regulation AB, the following eleven paragraphs have been provided by U.S. Bank Trust Co. with respect to the Final Prospectus.  Defined terms have the meanings set forth in the Final Prospectus.

U.S. Bank N.A. has made a strategic decision to reposition its corporate trust business by transferring substantially all of its corporate trust business to its affiliate, U.S. Bank Trust Co., a non-depository trust company (U.S. Bank N.A. and U.S. Bank Trust Co. are collectively referred to herein as “U.S. Bank”).  Upon U.S. Bank Trust Co.’s succession to the business of U.S. Bank

N.A., it has become a wholly owned subsidiary of U.S. Bank N.A.  The Indenture Trustee will maintain the Trust Bank Accounts in the name of the Indenture Trustee at U.S. Bank N.A.

U.S. Bancorp, with total assets exceeding $591 billion as of June 30, 2022, is the parent company of U.S. Bank, the fifth largest commercial bank in the United States.  As of June 30, 2022, U.S. Bancorp operated over 2,200 branch offices in 26 states. A network of specialized U.S. Bancorp offices across the nation provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses, and institutions.

U.S. Bank has one of the largest corporate trust businesses in the country with office locations in 48 domestic and 2 international cities.  The Indenture will be administered from U.S. Bank’s corporate trust office located at 190 South LaSalle Street, 7th floor, Mail code MK-IL-SL7C, Chicago, IL 60603, and its office for certificate transfer purposes is at 111 Fillmore Avenue, St. Paul, Minnesota 55107, Attention: Bondholder Services – Verizon Owner Trust.

U.S. Bank has provided corporate trust services since 1924.  As of June 30, 2022, U.S. Bank was acting as trustee with respect to over 122,000 issuances of securities with an aggregate outstanding principal balance of over $5.5 trillion.  This portfolio includes corporate and municipal bonds, mortgage-backed and asset-backed securities and collateralized debt obligations.

The Indenture Trustee shall make each monthly statement available to the holders via the Indenture Trustee’s internet website at https://pivot.usbank.com.  Holders with questions may direct them to the Indenture Trustee’s bondholder services group at (800) 934-6802.

As of June 30, 2022, U.S. Bank (and its affiliate U.S. Bank Trust National Association) was acting as indenture trustee on 12 issuances of device payment plan asset-backed securities with an outstanding aggregate principal balance of approximately $10,580,331,543.65.

U.S. Bank and other large financial institutions have been sued in their capacity as trustee or successor trustee for certain residential mortgage backed securities ("RMBS") trusts.  The complaints, primarily filed by investors or investor groups against U.S. Bank and similar institutions, allege the trustees caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers to comply with the governing agreements for these RMBS trusts.  Plaintiffs generally assert causes of action based upon the trustees’ purported failures to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties, notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and abide by a heightened standard of care following alleged events of default.

U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors, that it has meritorious defenses, and it has contested and intends to continue contesting the plaintiffs’ claims vigorously.  However, U.S. Bank cannot assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts.

On March 9, 2018, a law firm purporting to represent fifteen Delaware statutory trusts (the “DSTs”) that issued securities backed by student loans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S. Bank N.A. in its capacities as indenture trustee and successor special servicer, and three other institutions in their respective transaction capacities, with respect to the DSTs and the Student Loans.  This lawsuit is captioned The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al., C.A. No. 2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”).  The complaint, as amended on June 15, 2018, alleged that the DSTs have been harmed as a result of purported misconduct or omissions by the defendants concerning administration of the trusts and special servicing of the Student Loans.  Since the filing of the NCMSLT Action, certain Student Loan borrowers have made assertions against U.S. Bank N.A. concerning special servicing that appear to be based on certain allegations made on behalf of the DSTs in the NCMSLT Action.

U.S. Bank N.A. has filed a motion seeking dismissal of the operative complaint in its entirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case while other prior filed disputes involving the DSTs and the Student Loans are litigated.  On November 7, 2018, the Court ruled that the case should be stayed in its entirety pending resolution of the first-filed cases.  On January 21, 2020, the Court entered an order consolidating for pretrial purposes the NCMSLT Action and three other lawsuits pending in the Delaware Court of Chancery concerning the DSTs and the Student Loans, which remains pending.

U.S. Bank N.A. denies liability in the NCMSLT Action and believes it has performed its obligations as indenture trustee and special servicer in good faith and in compliance in all material respects with the terms of the agreements governing the DSTs and that it has meritorious defenses.  It has contested and intends to continue contesting the plaintiffs’ claims vigorously.

Item 9.01.Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits:

Exhibit No.Description

99.1 Amendment No. 2 to the Transfer and Servicing Agreement, dated as of October 21, 2022, among Verizon Owner Trust 2020-A, as issuer, Verizon ABS LLC, as depositor and Class B Certificateholder, Cellco, as servicer, marketing agent and custodian, Cellco, as administrator, and Verizon DPPA True-Up Trust, as Class A Certificateholder, and acknowledged and agreed by U.S. Bank Trust Company, National Association.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VERIZON ABS LLC
By:	/s/ Kee Chan Sin
Name:	Kee Chan Sin
Title:	Chief Financial Officer

Date: October 21, 2022

EX-99.1

Exhibit 99.1

________________________________________________________________________

VERIZON OWNER TRUST 2020-A

AMENDMENT NO. 2

dated as of October 21, 2022

to

TRANSFER AND SERVICING AGREEMENT

dated as of January 29, 2020, as amended,

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,

________________________________________________________________________

This AMENDMENT NO. 2, dated as of October 21, 2022 (this “Amendment”), is to the TRANSFER AND SERVICING AGREEMENT, originally dated as of January 29, 2020, as amended (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.

W I T N E S S E T H

WHEREAS, the parties to this Amendment desire to amend the Transfer and Servicing Agreement to revise the definition of “Qualified Institution” in order to facilitate the replacement of U.S. Bank National Association, as indenture trustee and note paying agent, under the Indenture, dated as of January 29, 2020, as amended (the “Indenture”), between the Issuer and U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”) and note paying agent (in such capacity, the “Note Paying Agent”), by U.S. Bank Trust Company, National Association, as Indenture Trustee and Note Paying Agent;

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 10.1(c) of the Transfer and Servicing Agreement does not apply to this Amendment; and

WHEREAS, the Opinion of Counsel referred to in Section 10.1(e) of the Transfer and Servicing Agreement and Section 11.1(h)(ii) of the Amended and Restated Trust Agreement of the Issuer, dated as of January 29, 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 1.Defined Terms.  Capitalized terms used in this Amendment and not otherwise defined herein are defined in Appendix A to the Transfer and Servicing Agreement.

SECTION 2.  Amendments and Modifications to the Transfer and Servicing Agreement.  As of the Effective Date (as defined below), and subject to the satisfaction of the conditions precedent set forth in Section 4 below, the Transfer and Servicing Agreement is hereby amended by replacing the definition of “Qualified Institution” included in Appendix A thereof with the following:

“Qualified Institution” means U.S. Bank National Association, U.S. Bank Trust Company, National Association, Wilmington Trust, National Association, or a trust company or a bank or depository institution organized under the laws of the United States or any State or any United States branch or agency of a foreign bank or depository institution that (i) is subject to supervision and examination by federal or State banking

authorities, (ii) has a short-term deposit rating of “P-1” from Moody’s, if rated by Moody’s, and “A-1+” from S&P, if rated by S&P, (iii) if the institution holds any Bank Accounts, has a long-term unsecured debt rating or issuer rating of at least “Aa3” from Moody’s, if rated by Moody’s, and at least “A” from S&P, if rated by S&P and (iv) if the institution is organized under the laws of the United States, whose deposits are insured by the Federal Deposit Insurance Corporation.

SECTION 3.  Reference to and Effect on the Transfer and Servicing Agreement.

(a)Beginning on October 21, 2022 (the “Effective Date”) (i) the Transfer and Servicing Agreement shall be and be deemed to be, modified and amended in accordance herewith and this Amendment shall form a part of the terms and conditions of the Transfer and Servicing Agreement for any and all purposes, and every Noteholder of every Note heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and thereby, (ii) each reference in the Transfer and Servicing Agreement to “this Agreement”, “hereof”, “hereunder” or words of like import referring to the Transfer and Servicing Agreement shall mean and be a reference to the Transfer and Servicing Agreement, as amended by this Amendment and (iii) each reference to the Transfer and Servicing Agreement contained in any other Transaction Document and any financing statement filed in connection therewith shall mean and be a reference to the Transfer and Servicing Agreement, as amended by this Amendment.

(b)The Transfer and Servicing Agreement (except as specifically amended herein) shall remain in full force and effect and the Transfer and Servicing Agreement is hereby ratified and confirmed in all respects by each of the parties hereto.

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 5.  Certain Representations and Warranties.

(a)Each of the Servicer, the Marketing Agent and the Depositor hereby represents and warrants to the other parties hereto as of the date hereof that, solely with respect to itself:

(i)the representations and warranties made by it in the Transfer and Servicing Agreement are true and correct in all material respects both on and as of the date hereof and immediately after giving effect to this Amendment and the transactions contemplated hereby (except to the extent such representations and warranties relate solely to an earlier date and then are true and correct as of such earlier date); provided, however, in the case of a breach of a representation or warranty described in Section 2.5 of the Transfer and Servicing Agreement, such breach shall not result in a failure of this representation to be true and correct unless such breach is not timely cured or remedied in accordance with Section 2.5 of the Transfer and Servicing Agreement;

(ii)the execution, delivery and performance by it of this Amendment are within its organizational powers, have been duly authorized by all necessary action, and do not contravene (1) its organizational documents, (2) any Law applicable to it, (3) any contractual restriction binding on or affecting it or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property; and

(iii)this Amendment, having been duly executed by each other party hereto, constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors’ rights generally and, if applicable, the rights of creditors from time to time in effect or by general principles of equity.

(b)The Issuer hereby represents and warrants to the other parties hereto as of the date hereof that no Default, Event of Default, Amortization Event or Servicer Termination Event exists or shall occur as a result of this Amendment or the transactions contemplated hereby.

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 amendment to the Transfer and Servicing Agreement; (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 Transfer and Servicing Agreement 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.

SECTION 14.  Succession by U.S. Bank Trust Company, National Association. Immediately following the effectiveness of this Amendment, U.S. Bank Trust Company, National Association, having succeeded to all or substantially all of the corporate trust business of U.S. Bank National Association, shall succeed to the roles of Indenture Trustee, Note Paying Agent, Note Registrar and Secured Party under the Transaction Documents, and by its execution hereof agrees that it shall be bound by such Transaction Documents from and after the date hereof as if it were a signatory thereto (in such capacities, as applicable). By its execution hereof, each of the parties hereto hereby acknowledges and agrees that as of the date hereof, U.S. Bank Trust Company, National Association has succeeded U.S. Bank National Association in the roles of Indenture Trustee, Note Paying Agent, Note Registrar and Secured Party.

[Remainder of Page Left Blank]

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.

VERIZON OWNER TRUST 2020-A
By:  WILMINGTON TRUST, NATIONAL
ASSOCIATION, not in its individual capacity, but
solely as Owner Trustee on behalf of the Issuer
By:	/s/ Clarice Wright
	Name:  Clarice Wright
	Title:    Vice President

VERIZON DPPA TRUE UP TRUST
By: Cellco Partnership d/b/a Verizon Wireless, as
custodian of Verizon DPPA True Up Trust, as Class A
Certificateholder
By:	/s/ Kee Chan Sin
Name:	Kee Chan Sin
Title:	Vice President and Assistant Treasurer
CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS,
as Servicer, Marketing Agent and Custodian
By:	/s/ Kee Chan Sin
	Name:    Kee Chan Sin
	Title:     Vice President and Assistant Treasurer
VERIZON ABS LLC,
as Depositor and Class B Certificateholder
By:	/s/ Kee Chan Sin
	Name: Kee Chan Sin
	Title: Chief Financial Officer
CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS,
as Administrator
By:	/s/ Kee Chan Sin
	Name:  Kee Chan Sin
	Title: Vice President and Assistant Treasurer

Acknowledged and agreed by:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

By: /s/ Matthew M. Smith

Name:  Matthew M. Smith

Title:    Vice President