FORM OF SERVICING AGREEMENT by and among FIFTH THIRD AUTO TRUST 20[ ]-[ ], as Issuer FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Servicer and as Indenture Trustee Dated as of [ ]Servicing Agreement • February 10th, 2023 • Fifth Third Holdings Funding, LLC • Asset-backed securities
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, NATIONAL ASSOCIATION, a national banking association (the “Bank”), as servicer (in such capacity, the “Servicer”), and [ ], a [ ], as indenture trustee (the “Indenture Trustee”).
FORM OF ADMINISTRATION AGREEMENT among FIFTH THIRD AUTO TRUST 20[ ]–[ ], as Issuer FIFTH THIRD BANK, NATIONAL ASSOCIATION as Administrator and as Indenture Trustee Dated as of [ ]Administration Agreement • February 10th, 2023 • 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, NATIONAL ASSOCIATION, a national banking association, as administrator (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 RECEIVABLES SALE AGREEMENT dated as of [ ] between FIFTH THIRD BANK, NATIONAL ASSOCIATION and FIFTH THIRD HOLDINGS, LLCReceivables Sale Agreement • February 10th, 2023 • 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, NATIONAL ASSOCIATION, a national banking association (the “Bank”), and FIFTH THIRD HOLDINGS, LLC, a Delaware limited liability company (“FTH LLC”).
FORM OF PURCHASE AGREEMENT dated as of [ ] between FIFTH THIRD HOLDINGS, LLC and FIFTH THIRD HOLDINGS FUNDING, LLCPurchase Agreement • February 10th, 2023 • Fifth Third Holdings Funding, LLC • Asset-backed securities
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”).
FIFTH THIRD AUTO TRUST 20[ ]-[ ] FORM OF AMENDED AND RESTATED TRUST AGREEMENT among FIFTH THIRD HOLDINGS FUNDING, LLC, as the Depositor, as the Owner Trustee and as the Delaware Trustee Dated as of [___________]Trust Agreement • February 10th, 2023 • Fifth Third Holdings Funding, LLC • Asset-backed securities
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”), [ ], a [_______________], as the owner trustee (in such capacity, the “Owner Trustee”) and [ ], a [_______________], as the Delaware trustee (in such capacity, the “Delaware Trustee”).
ASSET REPRESENTATIONS REVIEW AGREEMENT among FIFTH THIRD AUTO TRUST 20[•]-[•], as Issuer, FIFTH THIRD BANK, NATIONAL ASSOCIATION as Servicer and as Asset Representations Reviewer Dated as of [•], 20[•]Asset Representations Review Agreement • February 10th, 2023 • 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, NATIONAL ASSOCIATION, a national banking association (“Fifth Third Bank”), as servicer (the “Servicer”), and [•], a [•], as asset representations reviewer (the “Asset Representations Reviewer”).
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 • February 10th, 2023 • Fifth Third Holdings Funding, LLC • Asset-backed securities
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 (the “Issuer”), and FIFTH THIRD HOLDINGS FUNDING, LLC, a Delaware limited liability company (the “Seller”).
