FORM OF SALE AND SERVICING AGREEMENT by and among FIFTH THIRD AUTO TRUST 20[ ]-[ ], as Issuer FIFTH THIRD HOLDINGS FUNDING, LLC, as Seller FIFTH THIRD BANK, an Ohio banking corporation, as Servicer and as Indenture Trustee Dated as of [ ]Sale and Servicing Agreement • August 15th, 2007 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
SALE AND 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[ ]-[ ] (the “Issuer”), a Delaware statutory trust, FIFTH THIRD HOLDINGS FUNDING, LLC, a Delaware limited liability company, as seller (the “Seller”), FIFTH THIRD BANK, an Ohio banking corporation (the “Ohio Bank”), as servicer (in such capacity, the “Servicer”), and [ ], a [ ], as indenture trustee (the “Indenture Trustee”).
FORM OF LIMITED LIABILITY COMPANY AGREEMENT OF [FIFTH THIRD AUTO LOAN, LLC 20[ ]-[ ]]Limited Liability Company Agreement • August 15th, 2007 • Fifth Third Holdings Funding, LLC • Asset-backed securities • Delaware
This Directors’ Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Directors’ Agreement and all of which together shall constitute one and the same instrument.
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 • August 15th, 2007 • Fifth Third Holdings Funding, LLC • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT is made as of [ ] (as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”) between FIFTH THIRD HOLDINGS FUNDING, LLC, a Delaware limited liability company, as the depositor (the “Seller”), and [ ], a [ ], as the owner trustee (in such capacity, the “Owner Trustee”).
FORM OF PURCHASE AGREEMENT dated as of [ ] between FIFTH THIRD HOLDINGS, LLC and FIFTH THIRD HOLDINGS FUNDING, LLCPurchase Agreement • August 15th, 2007 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
THIS PURCHASE AGREEMENT is made and entered into as of [ ] (as amended 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 RECEIVABLES SALE AGREEMENT dated as of [ ] between [ORIGINATOR], and FIFTH THIRD HOLDINGS, LLCReceivables Sale Agreement • August 15th, 2007 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
THIS PURCHASE AGREEMENT is made and entered into as of [ ] (as amended from time to time, this “Agreement”) by [ORIGINATOR], a [ ], and FIFTH THIRD HOLDINGS, LLC, a Delaware limited liability company (“FTH LLC”).
FORM OF LIMITED PARTNERSHIP AGREEMENT OF [Fifth Third Auto Loan] L.P. A Delaware Limited PartnershipLimited Partnership Agreement • August 15th, 2007 • Fifth Third Holdings Funding, LLC • Asset-backed securities • Delaware
This Limited Partnership Agreement of [Fifth Third Auto Loan] L.P. is made and entered into, effective [ ], by and between [ ], a Delaware limited liability company (“[ ]”), as the General Partner, and [ ], a Delaware limited partnership (“[ ]”), as the Limited Partner.
Trustee on behalf of the Holders FORM OF POOLING AND SERVICING AGREEMENT Dated as of , 20 FIFTH THIRD AUTO TRUST 20[ ]-[ ] % Asset Backed Certificates, Class A % Asset Backed Certificates, Class BPooling and Servicing Agreement • August 15th, 2007 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
POOLING AND SERVICING AGREEMENT dated as of , 20 , between Fifth Third Holdings Funding, LLC, a Delaware limited liability company, as Seller, Fifth Third Bank, an Ohio banking corporation (the “Ohio Bank”), as Servicer, and , a , as trustee hereunder.
FIFTH THIRD AUTO TRUST 20[ ]-[ ] FIFTH THIRD HOLDINGS FUNDING, LLC (DEPOSITOR) $[ ] [ ]% Auto Loan Asset Backed Class A-1 Notes $[ ] [ ]% Auto Loan Asset Backed Class A-2 Notes $[ ] [ ]% Auto Loan Asset Backed Class A-3 Notes $[ ] [LIBOR] + [ ]% Auto...Fifth Third Holdings Funding, LLC • August 15th, 2007 • Asset-backed securities • Ohio
FORM OF ADMINISTRATION AGREEMENT among FIFTH THIRD AUTO TRUST 20[ ]–[ ], as Issuer FIFTH THIRD BANK, an Ohio banking corporation, as Administrator and as Indenture Trustee Dated as of [ ]Administration Agreement • August 15th, 2007 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
THIS ADMINISTRATION AGREEMENT (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 “Ohio 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 and Servicing Agreement dated as of [ ] (the “Sale and Servicing Agreement”) by and among Depositor, as seller, the Issuer, the Ohio Bank, as servicer, and the Indenture Trustee.
