ADMINISTRATION AGREEMENT among FIFTH THIRD AUTO TRUST 2013–1, as Issuer FIFTH THIRD BANK, as Administrator and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee Dated as of August 21, 2013Administration Agreement • August 22nd, 2013 • Fifth Third Auto Trust 2013-1 • Asset-backed securities • New York
THIS ADMINISTRATION AGREEMENT (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), dated as of August 21, 2013, is among FIFTH THIRD AUTO TRUST 2013-1, a Delaware statutory trust (the “Issuer”), FIFTH THIRD BANK, an Ohio banking corporation as administrator (the “Bank” or in its capacity as administrator, the “Administrator”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York trust company, 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 Agreement dated as of August 21, 2013 (as amended, supplemented or otherwise modified and in effect from time to time, the “Sale Agreement”) by and between Fifth Third Holdings Funding, LLC (the “Seller”), as seller and the Issuer, which contains rules as to usage that are applicable herein.
SERVICING AGREEMENT by and among FIFTH THIRD AUTO TRUST 2013-1, as Issuer FIFTH THIRD BANK, as Servicer and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee Dated as of August 21, 2013Servicing Agreement • August 22nd, 2013 • Fifth Third Auto Trust 2013-1 • Asset-backed securities • New York
This SERVICING AGREEMENT, dated as of August 21, 2013 (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 2013-1, a Delaware statutory trust (the “Issuer”), FIFTH THIRD BANK, an Ohio banking corporation (the “Bank”), as servicer (in such capacity, the “Servicer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as indenture trustee (the “Indenture Trustee”).
SALE AGREEMENT dated as of August 21, 2013 between FIFTH THIRD HOLDINGS FUNDING, LLC and FIFTH THIRD AUTO TRUST 2013-1Sale Agreement • August 22nd, 2013 • Fifth Third Auto Trust 2013-1 • Asset-backed securities • New York
THIS SALE AGREEMENT is made and entered into as of August 21, 2013 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) by FIFTH THIRD HOLDINGS FUNDING, LLC, a Delaware limited liability company (the “Seller”), and FIFTH THIRD AUTO TRUST 2013-1, a Delaware statutory trust (the “Issuer”).
PURCHASE AGREEMENT dated as of August 21, 2013 between FIFTH THIRD HOLDINGS, LLC and FIFTH THIRD HOLDINGS FUNDING, LLCPurchase Agreement • August 22nd, 2013 • Fifth Third Auto Trust 2013-1 • Asset-backed securities • New York
THIS PURCHASE AGREEMENT is made and entered into as of August 21, 2013 (as amended, restated, supplemented or otherwise modified and in effect 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 2013-1 AMENDED AND RESTATED TRUST AGREEMENT between FIFTH THIRD HOLDINGS FUNDING, LLC, as the Depositor and WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Owner Trustee Dated as of August 21, 2013Trust Agreement • August 22nd, 2013 • Fifth Third Auto Trust 2013-1 • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT is made as of August 21, 2013 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”) between FIFTH THIRD HOLDINGS FUNDING, LLC, a Delaware limited liability company, as the depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as the owner trustee (in such capacity, the “Owner Trustee”).
RECEIVABLES SALE AGREEMENT dated as of August 21, 2013 between FIFTH THIRD BANK and FIFTH THIRD HOLDINGS, LLCReceivables Sale Agreement • August 22nd, 2013 • Fifth Third Auto Trust 2013-1 • Asset-backed securities • New York
THIS RECEIVABLES SALE AGREEMENT is made and entered into as of August 21, 2013 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) by FIFTH THIRD BANK, an Ohio banking corporation (the “Bank”), and FIFTH THIRD HOLDINGS, LLC, a Delaware limited liability company (“FTH LLC”).
