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 • July 15th, 2014 • 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, an Ohio banking corporation, as administrator (the “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 [ ] (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.
LIMITED LIABILITY COMPANY AGREEMENT OF FIFTH THIRD HOLDINGS FUNDING, LLC a Delaware Limited Liability CompanyLimited Liability Company Agreement • July 15th, 2014 • Fifth Third Holdings Funding, LLC • Asset-backed securities • Delaware
otherwise invoke or cause the Company to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Company under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Company or any substantial part of the property of the Company, or ordering the winding up or liquidation of the affairs of the Company, and (B) not to join with or cooperate or encourage any other Person to do any of the foregoing.
FORM OF SERVICING AGREEMENT by and among FIFTH THIRD AUTO TRUST 20[ ]-[ ], as Issuer FIFTH THIRD BANK, as Servicer and as Indenture Trustee Dated as of [ ]Servicing Agreement • July 15th, 2014 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
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[ ]-[ ] (the “Issuer”), a Delaware statutory trust, FIFTH THIRD BANK, an Ohio banking corporation (the “The Bank”), as servicer (in such capacity, the “Servicer”), and [ ], a [ ], as indenture trustee (the “Indenture Trustee”).
FORM OF SALE AGREEMENT by and among FIFTH THIRD AUTO TRUST 20[ ]-[ ], as Issuer FIFTH THIRD HOLDINGS FUNDING, LLC, as Seller and as Indenture Trustee Dated as of [ ]Sale Agreement • July 15th, 2014 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
SALE 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 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”), and [ ], a [ ], as indenture trustee (the “Indenture Trustee”).
FORM OF PURCHASE AGREEMENT dated as of [ ] between FIFTH THIRD HOLDINGS, LLC and FIFTH THIRD HOLDINGS FUNDING, LLCPurchase Agreement • July 15th, 2014 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
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 between FIFTH THIRD HOLDINGS FUNDING, LLC, as the Depositor and as the Owner Trustee Dated as of [ ]Trust Agreement • July 15th, 2014 • 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 “Depositor”), and [ ], a [ ], as the owner trustee (in such capacity, the “Owner Trustee”).
FORM OF RECEIVABLES SALE AGREEMENT dated as of [ ] between [ORIGINATOR], and FIFTH THIRD HOLDINGS, LLCReceivables Sale Agreement • July 15th, 2014 • 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 [ORIGINATOR], a [ ], and FIFTH THIRD HOLDINGS, LLC, a Delaware limited liability company (“FTH LLC”).
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 • July 15th, 2014 • Asset-backed securities • New York
MASTER AGREEMENT dated as of [ ] [ ] and Fifth Third Auto Trust 20[ ]-[ ]Master Agreement • July 15th, 2014 • Fifth Third Holdings Funding, LLC • Asset-backed securities • New York
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
