FIFTH THIRD AUTO TRUST 20[ ]-[ ] FORM OF AMENDED AND RESTATED TRUST AGREEMENT between FIFTH THIRD HOLDINGS FUNDING, LLC, as the Depositor and as the Owner Trustee Dated as of [ ]Trust Agreement • July 15th, 2016 • Fifth Third Holdings Funding, LLC • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT is made as of [ ] (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 [ ], a [ ], as the owner trustee (in such capacity, the “Owner Trustee”).
FORM OF RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • July 15th, 2016 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
This RECEIVABLES SALE AGREEMENT is made and entered into as of [ ] (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”).
FORM OF PURCHASE AGREEMENTPurchase Agreement • July 15th, 2016 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
This PURCHASE AGREEMENT is made and entered into as of [ ] (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”).
FORM OF SALE AGREEMENT between FIFTH THIRD AUTO TRUST 20[ ]-[ ], as Issuer and FIFTH THIRD HOLDINGS FUNDING, LLC, as Seller Dated as of [ ]Sale Agreement • July 15th, 2016 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
This SALE AGREEMENT, is made and entered into as of [ ] (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and between FIFTH THIRD AUTO TRUST 20[ ]-[ ] (the “Issuer”), a Delaware statutory trust, and FIFTH THIRD HOLDINGS FUNDING, LLC, a Delaware limited liability company (the “Seller”).
FORM OF ADMINISTRATION AGREEMENT among FIFTH THIRD AUTO TRUST 20[ ]–[ ], as Issuer FIFTH THIRD BANK, as Administrator and as Indenture Trustee Dated as of [ ]Administration Agreement • July 15th, 2016 • Fifth Third Holdings Funding, LLC • 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 [ ], is among FIFTH THIRD AUTO TRUST 20[ ]-[ ], a Delaware statutory trust (the “Issuer”), FIFTH THIRD BANK, an Ohio banking corporation, as administrator (the “the Bank” or in its capacity as administrator, the “Administrator”), and [ ], a [ ], 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 the date hereof (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.
FORM OF SERVICING AGREEMENT by and among FIFTH THIRD AUTO TRUST 20[ ]-[ ], as Issuer FIFTH THIRD BANK, as Servicer and as Indenture Trustee Dated as of [ ]Servicing Agreement • July 15th, 2016 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
This SERVICING AGREEMENT, dated as of [ ] (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 20[ ]-[ ], a Delaware statutory trust (the “Issuer”), FIFTH THIRD BANK, an Ohio banking corporation (the “The Bank”), as servicer (in such capacity, the “Servicer”), and [ ], a [ ], as indenture trustee (the “Indenture Trustee”).
ASSET REPRESENTATIONS REVIEW AGREEMENT among FIFTH THIRD AUTO TRUST 20[●]-[●], as Issuer, FIFTH THIRD BANK, as Servicer and as Asset Representations Reviewer Dated as of [●], 20[●]Asset Representations Review Agreement • July 15th, 2016 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of [●], 20[●] (this “Agreement”), among FIFTH THIRD AUTO TRUST 20[●]-[●], a Delaware statutory trust, as issuer (the “Issuer”), FIFTH THIRD BANK, an Ohio banking corporation (“Fifth Third Bank”), as servicer (the “Servicer”), and [●], a [●], as asset representations reviewer (the “Asset Representations Reviewer”).
