Fifth Third Auto Trust 2017-1 Sample Contracts

ADMINISTRATION AGREEMENT among FIFTH THIRD AUTO TRUST 2017-1, as Issuer FIFTH THIRD BANK, as Administrator and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee Dated as of September 20, 2017
Administration Agreement • September 21st, 2017 • Fifth Third Auto Trust 2017-1 • 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 September 20, 2017, is among FIFTH THIRD AUTO TRUST 2017-1, 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 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.

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SERVICING AGREEMENT by and among FIFTH THIRD AUTO TRUST 2017-1, as Issuer FIFTH THIRD BANK, as Servicer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee Dated as of September 20, 2017
Servicing Agreement • September 21st, 2017 • Fifth Third Auto Trust 2017-1 • Asset-backed securities • New York

This SERVICING AGREEMENT, dated as of September 20, 2017 (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 2017-1, a Delaware statutory trust (the “Issuer”), FIFTH THIRD BANK, an Ohio banking corporation (the “Bank”), as servicer (in such capacity, the “Servicer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”).

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SALE AGREEMENT between FIFTH THIRD AUTO TRUST 2017-1, as Issuer and FIFTH THIRD HOLDINGS FUNDING, LLC, as Seller dated as of September 20, 2017
Sale Agreement • September 21st, 2017 • Fifth Third Auto Trust 2017-1 • Asset-backed securities • New York

This SALE AGREEMENT is made and entered into as of September 20, 2017 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and between FIFTH THIRD AUTO TRUST 2017-1, a Delaware statutory trust (the “Issuer”), and FIFTH THIRD HOLDINGS FUNDING, LLC, a Delaware limited liability company (the “Seller”).

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ASSET REPRESENTATIONS REVIEW AGREEMENT among FIFTH THIRD AUTO TRUST 2017-1, as Issuer, FIFTH THIRD BANK, as Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of September 20, 2017
Asset Representations Review Agreement • September 21st, 2017 • Fifth Third Auto Trust 2017-1 • Asset-backed securities • New York

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of September 20, 2017 (this “Agreement”), among FIFTH THIRD AUTO TRUST 2017-1, a Delaware statutory trust, as issuer (the “Issuer”), FIFTH THIRD BANK, an Ohio banking corporation (“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”).

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UNDERWRITING AGREEMENT
Underwriting Agreement • September 13th, 2017 • Fifth Third Auto Trust 2017-1 • Asset-backed securities • New York
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RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • September 21st, 2017 • Fifth Third Auto Trust 2017-1 • Asset-backed securities • New York

This RECEIVABLES SALE AGREEMENT is made and entered into as of September 20, 2017 (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”).

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PURCHASE AGREEMENT
Purchase Agreement • September 21st, 2017 • Fifth Third Auto Trust 2017-1 • Asset-backed securities • New York

This PURCHASE AGREEMENT is made and entered into as of September 20, 2017 (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”).

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FIFTH THIRD AUTO TRUST 2017-1 AMENDED AND RESTATED TRUST AGREEMENT among FIFTH THIRD HOLDINGS FUNDING, LLC, as the Depositor, THE BANK OF NEW YORK MELLON, as the Owner Trustee and BNY MELLON TRUST OF DELAWARE, as the Delaware Trustee Dated as of...
Trust Agreement • September 21st, 2017 • Fifth Third Auto Trust 2017-1 • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT is made as of September 20, 2017 (as amended, 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”), THE BANK OF NEW YORK MELLON, a New York banking corporation, as the owner trustee (in such capacity, the “Owner Trustee”), and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, as the Delaware trustee (in such capacity, the “Delaware Trustee”).

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