SERVICING AGREEMENT by and among FIFTH THIRD AUTO TRUST 2023-1, as Issuer FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Servicer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee Dated as of August 23, 2023Servicing Agreement • August 17th, 2023 • Fifth Third Auto Trust 2023-1 • Asset-backed securities • New York
This SERVICING AGREEMENT, dated as of August 23, 2023 (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 2023-1, 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 WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”).
ASSET REPRESENTATIONS REVIEW AGREEMENT among FIFTH THIRD AUTO TRUST 2023-1, as Issuer, FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of August 23, 2023Asset Representations Review Agreement • August 17th, 2023 • Fifth Third Auto Trust 2023-1 • Asset-backed securities • New York
ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of August 23, 2023 (this “Agreement”), among FIFTH THIRD AUTO TRUST 2023-1, 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 CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as asset representations reviewer (the “Asset Representations Reviewer”).
UNDERWRITING AGREEMENTUnderwriting Agreement • August 17th, 2023 • Fifth Third Auto Trust 2023-1 • Asset-backed securities • New York
FIFTH THIRD AUTO TRUST 2023-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT among FIFTH THIRD HOLDINGS FUNDING, LLC, as the Depositor and U.S. BANK TRUST NATIONAL ASSOCIATION, as the Owner Trustee Dated as of August 23, 2023Trust Agreement • August 17th, 2023 • Fifth Third Auto Trust 2023-1 • Asset-backed securities • Delaware
This SECOND AMENDED AND RESTATED TRUST AGREEMENT is made as of August 23, 2023 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) among FIFTH THIRD HOLDINGS FUNDING, LLC, a Delaware limited liability company, as the depositor (the “Depositor”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as the owner trustee (in such capacity, the “Owner Trustee”).
RECEIVABLES SALE AGREEMENT dated as of August 23, 2023 between FIFTH THIRD BANK, NATIONAL ASSOCIATION and FIFTH THIRD HOLDINGS, LLCReceivables Sale Agreement • August 17th, 2023 • Fifth Third Auto Trust 2023-1 • Asset-backed securities • New York
This RECEIVABLES SALE AGREEMENT is made and entered into as of August 23, 2023 (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”).
PURCHASE AGREEMENT dated as of August 23, 2023 between FIFTH THIRD HOLDINGS, LLC and FIFTH THIRD HOLDINGS FUNDING, LLCPurchase Agreement • August 17th, 2023 • Fifth Third Auto Trust 2023-1 • Asset-backed securities • New York
This PURCHASE AGREEMENT is made and entered into as of August 23, 2023 (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”).
ADMINISTRATION AGREEMENT among FIFTH THIRD AUTO TRUST 2023-1, as Issuer FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Administrator and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee Dated as of August 23, 2023Administration Agreement • August 17th, 2023 • Fifth Third Auto Trust 2023-1 • 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 23, 2023, is among FIFTH THIRD AUTO TRUST 2023-1, 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 WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, 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.
SALE AGREEMENT between FIFTH THIRD AUTO TRUST 2023-1, as Issuer and FIFTH THIRD HOLDINGS FUNDING, LLC, as Seller dated as of August 23, 2023Sale Agreement • August 17th, 2023 • Fifth Third Auto Trust 2023-1 • Asset-backed securities
This SALE AGREEMENT is made and entered into as of August 23, 2023 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and between FIFTH THIRD AUTO TRUST 2023-1, a Delaware statutory trust (the “Issuer”), and FIFTH THIRD HOLDINGS FUNDING, LLC, a Delaware limited liability company (the “Seller”).
