SERVICING AGREEMENT by and among FIFTH THIRD AUTO TRUST 2019-1, as Issuer FIFTH THIRD BANK, as Servicer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee Dated as of May 8, 2019Servicing Agreement • May 9th, 2019 • Fifth Third Auto Trust 2019-1 • Asset-backed securities • New York
This SERVICING AGREEMENT, dated as of May 8, 2019 (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 2019-1, 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”).
SALE AGREEMENT between FIFTH THIRD AUTO TRUST 2019-1, as Issuer and FIFTH THIRD HOLDINGS FUNDING, LLC, as Seller dated as of May 8, 2019Sale Agreement • May 9th, 2019 • Fifth Third Auto Trust 2019-1 • Asset-backed securities • New York
This SALE AGREEMENT is made and entered into as of May 8, 2019 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and between FIFTH THIRD AUTO TRUST 2019-1, a Delaware statutory trust (the “Issuer”), and FIFTH THIRD HOLDINGS FUNDING, LLC, a Delaware limited liability company (the “Seller”).
ASSET REPRESENTATIONS REVIEW AGREEMENT among FIFTH THIRD AUTO TRUST 2019-1, as Issuer, FIFTH THIRD BANK, as Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of May 8, 2019Asset Representations Review Agreement • May 9th, 2019 • Fifth Third Auto Trust 2019-1 • Asset-backed securities • New York
ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of May 8, 2019 (this “Agreement”), among FIFTH THIRD AUTO TRUST 2019-1, 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”).
UNDERWRITING AGREEMENTUnderwriting Agreement • May 2nd, 2019 • Fifth Third Auto Trust 2019-1 • Asset-backed securities • New York
RECEIVABLES SALE AGREEMENT dated as of May 8, 2019 between FIFTH THIRD BANK and FIFTH THIRD HOLDINGS, LLCReceivables Sale Agreement • May 9th, 2019 • Fifth Third Auto Trust 2019-1 • Asset-backed securities • New York
This RECEIVABLES SALE AGREEMENT is made and entered into as of May 8, 2019 (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”).
PURCHASE AGREEMENT dated as of May 8, 2019 between FIFTH THIRD HOLDINGS, LLC and FIFTH THIRD HOLDINGS FUNDING, LLCPurchase Agreement • May 2nd, 2019 • Fifth Third Auto Trust 2019-1 • Asset-backed securities • New York
This PURCHASE AGREEMENT is made and entered into as of May 8, 2019 (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 2019-1 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 May...Trust Agreement • May 9th, 2019 • Fifth Third Auto Trust 2019-1 • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT is made as of May 8, 2019 (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”).
ADMINISTRATION AGREEMENT among FIFTH THIRD AUTO TRUST 2019-1, as Issuer FIFTH THIRD BANK, as Administrator and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee Dated as of May 8, 2019Administration Agreement • May 2nd, 2019 • Fifth Third Auto Trust 2019-1 • 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 May 8, 2019, is among FIFTH THIRD AUTO TRUST 2019-1, 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.
SALE AGREEMENT between FIFTH THIRD AUTO TRUST 2019-1, as Issuer and FIFTH THIRD HOLDINGS FUNDING, LLC, as Seller dated as of May 8, 2019Sale Agreement • May 2nd, 2019 • Fifth Third Auto Trust 2019-1 • Asset-backed securities • New York
This SALE AGREEMENT is made and entered into as of May 8, 2019 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and between FIFTH THIRD AUTO TRUST 2019-1, a Delaware statutory trust (the “Issuer”), and FIFTH THIRD HOLDINGS FUNDING, LLC, a Delaware limited liability company (the “Seller”).
ADMINISTRATION AGREEMENT among FIFTH THIRD AUTO TRUST 2019-1, as Issuer FIFTH THIRD BANK, as Administrator and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee Dated as of May 8, 2019Administration Agreement • May 9th, 2019 • Fifth Third Auto Trust 2019-1 • 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 May 8, 2019, is among FIFTH THIRD AUTO TRUST 2019-1, 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.
PURCHASE AGREEMENT dated as of May 8, 2019 between FIFTH THIRD HOLDINGS, LLC and FIFTH THIRD HOLDINGS FUNDING, LLCPurchase Agreement • May 9th, 2019 • Fifth Third Auto Trust 2019-1 • Asset-backed securities • New York
This PURCHASE AGREEMENT is made and entered into as of May 8, 2019 (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”).
