SALE AND SERVICING AGREEMENT by and among FIFTH THIRD AUTO TRUST 2008-1, as Issuer FIFTH THIRD HOLDINGS FUNDING, LLC, as Seller FIFTH THIRD BANK, an Ohio banking corporation, as Servicer and THE BANK OF NEW YORK, as Indenture Trustee Dated as of March...Sale and Servicing Agreement • April 4th, 2008 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
SALE AND SERVICING AGREEMENT, dated as of March 31, 2008 (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among FIFTH THIRD AUTO TRUST 2008-1 (the “Issuer”), a Delaware statutory trust, FIFTH THIRD HOLDINGS FUNDING, LLC, a Delaware limited liability company, as seller (the “Seller”), FIFTH THIRD BANK, an Ohio banking corporation (the “Ohio Bank”), as servicer (in such capacity, the “Servicer”), and THE BANK OF NEW YORK, a New York banking corporation, as indenture trustee (the “Indenture Trustee”).
International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of March 31, 2008 Credit Suisse International and Fifth Third Auto Trust 2008-1Master Agreement • April 4th, 2008 • Fifth Third Holdings Funding, LLC • Asset-backed securities
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
ADMINISTRATION AGREEMENT among FIFTH THIRD AUTO TRUST 2008–1, as Issuer FIFTH THIRD BANK, an Ohio banking corporation, as Administrator and THE BANK OF NEW YORK, as Indenture Trustee Dated as of March 31, 2008Administration Agreement • April 4th, 2008 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
THIS ADMINISTRATION AGREEMENT (this “Agreement”) dated as of March 31, 2008, is among FIFTH THIRD AUTO TRUST 2008-1, a Delaware statutory trust (the “Issuer”), FIFTH THIRD BANK, an Ohio banking corporation, as administrator (the “Ohio Bank” or in its capacity as administrator, the “Administrator”), and THE BANK OF NEW YORK, a New York banking corporation, as indenture trustee (the “Indenture Trustee”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned such terms in Appendix A to the Sale and Servicing Agreement dated as of March 31, 2008 (the “Sale and Servicing Agreement”) by and among Depositor, as seller, the Issuer, the Ohio Bank, as servicer, and the Indenture Trustee.
PURCHASE AGREEMENT dated as of March 31, 2008 between FIFTH THIRD HOLDINGS, LLC and FIFTH THIRD HOLDINGS FUNDING, LLCPurchase Agreement • April 4th, 2008 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
THIS PURCHASE AGREEMENT is made and entered into as of March 31, 2008 (as amended from time to time, this “Agreement”) by FIFTH THIRD HOLDINGS, LLC, a Delaware limited liability company (“FTH LLC”), and FIFTH THIRD HOLDINGS FUNDING, LLC, a Delaware limited liability company (the “Purchaser”).
FIFTH THIRD AUTO TRUST 2008-1 AMENDED AND RESTATED TRUST AGREEMENT between FIFTH THIRD HOLDINGS FUNDING, LLC, as the Depositor and WILMINGTON TRUST COMPANY, as the Owner Trustee Dated as of March 31, 2008Trust Agreement • April 4th, 2008 • Fifth Third Holdings Funding, LLC • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT is made as of March 31, 2008 (as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”) between FIFTH THIRD HOLDINGS FUNDING, LLC, a Delaware limited liability company, as the depositor (the “Seller”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as the owner trustee (in such capacity, the “Owner Trustee”).
International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX to the Schedule to the ISDA MASTER AGREEMENT dated as March 31, 2008 between CREDIT SUISSE INTERNATIONAL (“Party A”) and FIFTH THIRD AUTO TRUST 2008-1 (“Party B”)Master Agreement • April 4th, 2008 • Fifth Third Holdings Funding, LLC • Asset-backed securities
This Annex supplements, forms part of, and is subject to, the ISDA Master Agreement referred to above (this “Agreement”), is part of its Schedule and is a Credit Support Document under this Agreement with respect to Party A.
ISDA International Swap Dealers Association, Inc. SCHEDULE to the Master Agreement dated as of March 31, 2008 between CREDIT SUISSE INTERNATIONAL and FIFTH THIRD AUTO TRUST 2008-1 (“Party A”) (“Party B”)Master Agreement • April 4th, 2008 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
RECEIVABLES SALE AGREEMENT dated as of March 31, 2008 between FIFTH THIRD BANK, a Michigan banking corporation and FIFTH THIRD HOLDINGS, LLCReceivables Sale Agreement • April 4th, 2008 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
THIS PURCHASE AGREEMENT is made and entered into as of March 31, 2008 (as amended from time to time, this “Agreement”) by FIFTH THIRD BANK, a Michigan banking corporation (“Michigan Bank”), and FIFTH THIRD HOLDINGS, LLC, a Delaware limited liability company (“FTH LLC”).
RECEIVABLES SALE AGREEMENT dated as of March 31, 2008 between FIFTH THIRD BANK, an Ohio banking corporation and FIFTH THIRD HOLDINGS, LLCReceivables Sale Agreement • April 4th, 2008 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
THIS PURCHASE AGREEMENT is made and entered into as of March 31, 2008 (as amended from time to time, this “Agreement”) by FIFTH THIRD BANK, an Ohio banking corporation (“Ohio Bank”), and FIFTH THIRD HOLDINGS, LLC, a Delaware limited liability company (“FTH LLC”).
