FORM OF ADMINISTRATION AGREEMENT among HUNTINGTON AUTO TRUST 20[ ]-[ ], as Issuer, THE HUNTINGTON NATIONAL BANK, as Administrator, and as Indenture Trustee Dated as of [ ], 20[ ]Administration Agreement • October 14th, 2016 • Huntington 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 [ ], 20[ ], is between HUNTINGTON AUTO TRUST 20[ ]-[ ], a Delaware statutory trust (the “Issuer”), THE HUNTINGTON NATIONAL BANK, a national banking association, as administrator (in such capacity, 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 the date hereof (as amended, supplemented or otherwise modified and in effect from time to time, the “Sale Agreement”) by and between Huntington Funding, LLC, as seller (the “Seller”), and the Issuer, which contains rules as to usage that are applicable herein.
HUNTINGTON AUTO TRUST 2015-[—] AMENDED AND RESTATED TRUST AGREEMENT between HUNTINGTON FUNDING, LLC, as the Depositor and as the Owner Trustee Dated as of [—][—], 2015Trust Agreement • April 24th, 2015 • Huntington Funding, LLC • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT is made as of [—][—], 2015 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement” or this “Trust Agreement”) between HUNTINGTON FUNDING, LLC, a Delaware limited liability company, as the depositor (the “Depositor”), and [—], a [—], as the owner trustee (“[—],” and in such capacity, the “Owner Trustee”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HUNTINGTON FUNDING, LLCLimited Liability Company Agreement • November 9th, 2016 • Huntington Funding, LLC • Asset-backed securities • Delaware
This Third Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Huntington Funding, LLC (the “Company”), is entered into as of November 9, 2016, by The Huntington National Bank, a national banking association, as the sole equity member (such Person and any substitute or additional member (but excluding any Special Member) being referred to as the “Member”), and Mr. Victor A. Duva and Mr. Daniel P. McMahon, as the Independent Directors (as defined on Schedule A hereto). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
FORM OF SERVICING AGREEMENT by and among HUNTINGTON AUTO TRUST 20[ ]-[ ], as Issuer THE HUNTINGTON NATIONAL BANK, as Servicer and as Indenture Trustee Dated as of [ ], 20[ ]Servicing Agreement • October 14th, 2016 • Huntington Funding, LLC • Asset-backed securities • New York
This SERVICING AGREEMENT, dated as of [ ], 20[ ] (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 HUNTINGTON AUTO TRUST 20[ ]-[ ], a Delaware statutory trust (the “Issuer”), THE HUNTINGTON NATIONAL BANK, a national banking association (the “Bank”), as servicer (in such capacity, the “Servicer”), and [ ], a [ ], as indenture trustee (the “Indenture Trustee”).
FORM OF SALE AGREEMENT dated as of [ ], 20[ ] between HUNTINGTON FUNDING, LLC and HUNTINGTON AUTO TRUST 20[ ]-[ ]Sale Agreement • October 14th, 2016 • Huntington Funding, LLC • Asset-backed securities • New York
THIS SALE AGREEMENT is made and entered into as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) by HUNTINGTON FUNDING, LLC, a Delaware limited liability company (the “Seller”), and HUNTINGTON AUTO TRUST 20[ ]-[ ], a Delaware statutory trust (the “Issuer”).
FORM OF ASSET REPRESENTATIONS REVIEW AGREEMENT HUNTINGTON AUTO TRUST 20[ ]-[ ], as Issuer and THE HUNTINGTON NATIONAL BANK, as Sponsor and Servicer and as Asset Representations Reviewer Dated as of [ ], 20[ ]Asset Representations Review Agreement • November 9th, 2016 • Huntington Funding, LLC • Asset-backed securities • New York
This ASSET REPRESENTATIONS REVIEW AGREEMENT is made and entered into as of [ ], 20[ ] (this “Agreement”), by and between Huntington Auto Trust 20[ ]-[ ], a Delaware statutory trust (the “Issuer”), THE HUNTINGTON NATIONAL BANK, a national banking association (the “Bank”), and in its capacity as sponsor, the “Sponsor”, and in its capacity as servicer, the “Servicer”, and [ ], a [ ] (“[ ]”, and in its capacity as asset representations reviewer, the “Asset Representations Reviewer”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HUNTINGTON FUNDING, LLCLimited Liability Company Agreement • October 14th, 2016 • Huntington Funding, LLC • Asset-backed securities • Delaware
This Second Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Huntington Funding, LLC (the “Company”), is entered into as of February 24, 2009, by The Huntington National Bank, a national banking association, as the sole equity member (such Person and any substitute or additional member (but excluding any Special Member) being referred to as the “Member”), and Mr. Victor A. Duva and Mr. Kenneth J. Uva, as the Independent Directors (as defined on Schedule A hereto). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
FORM OF SALE AND SERVICING AGREEMENT among HUNTINGTON AUTO TRUST 20[ ]-[ ], Issuing Entity, HUNTINGTON FUNDING, LLC, Depositor, THE HUNTINGTON NATIONAL BANK, Loan Seller, Servicer, Administrator, Calculation Agent and Custodian, and Indenture Trustee...Sale and Servicing Agreement • August 22nd, 2012 • Huntington Funding, LLC • Asset-backed securities • New York
FORM OF ASSET PURCHASE AGREEMENT between as Loan Seller, and HUNTINGTON FUNDING, LLC, as Purchaser Dated as of [ ]Asset Purchase Agreement • August 22nd, 2012 • Huntington Funding, LLC • Asset-backed securities • New York
ASSET PURCHASE AGREEMENT dated as of [ ], between [ ], a national banking association (“Huntington”), as seller of loans (in such capacity, the “Loan Seller”), and HUNTINGTON FUNDING, LLC, a Delaware limited liability company, as purchaser (the “Purchaser”).
HUNTINGTON AUTO TRUST 20_-_ [$[ ] Asset Backed Notes, Class A-1] $[ ] Asset Backed Notes, Class A-2-A $[ ] Asset Backed Notes, Class A-2-B $[ ] Asset Backed Notes, Class A-3-A $[ ] Asset Backed Notes, Class A-3-B $[ ] Asset Backed Notes, Class A-4 $[...Underwriting Agreement • September 17th, 2012 • Huntington Funding, LLC • Asset-backed securities • New York
Huntington Funding, LLC, a Delaware limited liability company (the “Depositor”), proposes to sell to the [$[ ] aggregate principal balance of Class A-1 Asset Backed Notes (the “Class A-1 Notes”),] $[ ] aggregate principal balance of Class A-2-A Asset Backed Notes (the “Class A-2-A Notes”), $[ ] aggregate principal balance of Class A-2-B Asset Backed Notes (the “Class A-2-B Notes”) $[ ] aggregate principal balance of Class A-3A Asset Backed Notes (the “Class A-3-A Notes”), $[ ] aggregate principal balance of Class A-3-B Asset Backed Notes (the “Class A-3-B Notes”), and $[ ] aggregate principal balance of Class A-4 Asset Backed Notes (the “Class A-4 Notes”, and together with Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”), the Class A Notes also to be referred to herein as the “Offered Notes”) of the Huntington Auto Trust 20__-_ (the “Trust”), to be issued pursuant to an indenture, to be dated as of the [Initial] Closing Date (as defined below) (as amended and supplemented
RECEIVABLES SALE AGREEMENT dated as of June 10, 2015 between THE HUNTINGTON NATIONAL BANK and HUNTINGTON FUNDING, LLCReceivables Sale Agreement • June 11th, 2015 • Huntington Funding, LLC • Asset-backed securities • New York
THIS RECEIVABLES SALE AGREEMENT is made and entered into as of June 10, 2015 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) by THE HUNTINGTON NATIONAL BANK, a national banking association (the “Bank”), and HUNTINGTON FUNDING, LLC, a Delaware limited liability company (the “Depositor”).
FORM OF RECEIVABLES SALE AGREEMENT dated as of [ ], 20[ ] between THE HUNTINGTON NATIONAL BANK and HUNTINGTON FUNDING, LLCReceivables Sale Agreement • October 14th, 2016 • Huntington Funding, LLC • Asset-backed securities • New York
THIS RECEIVABLES SALE AGREEMENT is made and entered into as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) by THE HUNTINGTON NATIONAL BANK, a national banking association (the “Bank”), and HUNTINGTON FUNDING, LLC, a Delaware limited liability company (the “Depositor”).
HUNTINGTON AUTO TRUST 20 - HUNTINGTON FUNDING, LLC (DEPOSITOR AND SELLER) THE HUNTINGTON NATIONAL BANK (SPONSOR AND SERVICER) $[ ] [ ]% Auto Loan Asset Backed Class A-1 Notes $[ ] [ ]% Auto Loan Asset Backed Class A-2 Notes $[ ] [ ]% Auto Loan Asset...Underwriting Agreement • October 14th, 2016 • Huntington Funding, LLC • Asset-backed securities • New York
FORM OF ADMINISTRATION AGREEMENTAdministration Agreement • August 22nd, 2012 • Huntington Funding, LLC • Asset-backed securities • New York
THIS ADMINISTRATION AGREEMENT, dated as of [ ] (this “Agreement”), is between Huntington Auto Trust 20[ ]-[ ], a Delaware statutory trust (the “Issuing Entity”), The Huntington National Bank, a national banking association (“Huntington”), as Administrator (the “Administrator”), [ ], as Owner Trustee (the “Owner Trustee”) and [ ], a New York banking corporation, not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”).
HUNTINGTON AUTO TRUST 2015-1 AMENDED AND RESTATED TRUST AGREEMENT between HUNTINGTON FUNDING, LLC, as the Depositor and CITIBANK, N.A., as the Owner Trustee and CITICORP TRUST DELAWARE, NATIONAL ASSOCIATION, as the Issuer Delaware Trustee Dated as of...Trust Agreement • June 11th, 2015 • Huntington Funding, LLC • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT is made as of June 10, 2015 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement” or this “Trust Agreement”) between HUNTINGTON FUNDING, LLC, a Delaware limited liability company, as the depositor (the “Depositor”), CITIBANK, N.A., a national banking association, as the owner trustee (“Citibank,” and in such capacity, the “Owner Trustee”) and Citicorp Trust Delaware, National Association, as the issuer Delaware trustee (the “Issuer Delaware Trustee”).
FORM OF AMENDED AND RESTATED TRUST AGREEMENT between HUNTINGTON FUNDING, LLC and as Owner Trustee Amended and Restated as of [ ]Trust Agreement • August 22nd, 2012 • Huntington Funding, LLC • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT (this “Agreement”), dated as of [ ], is between Huntington Funding, LLC, a Delaware limited liability company (the “Initial Beneficiary”), [ ], a Delaware banking association, as owner trustee (the “Owner Trustee”).
SALE AGREEMENT dated as of June 10, 2015 between HUNTINGTON FUNDING, LLC and HUNTINGTON AUTO TRUST 2015-1Sale Agreement • June 11th, 2015 • Huntington Funding, LLC • Asset-backed securities • New York
THIS SALE AGREEMENT is made and entered into as of June 10, 2015 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) by HUNTINGTON FUNDING, LLC, a Delaware limited liability company (the “Seller”), and HUNTINGTON AUTO TRUST 2015-1, a Delaware statutory trust (the “Issuer”).
FORM OF RECEIVABLES SALE AGREEMENT dated as of [ ], 20[ ] between THE HUNTINGTON NATIONAL BANK and HUNTINGTON FUNDING, LLCForm Of • November 9th, 2016 • Huntington Funding, LLC • Asset-backed securities • New York
THIS RECEIVABLES SALE AGREEMENT is made and entered into as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) by THE HUNTINGTON NATIONAL BANK, a national banking association (the “Bank”), and HUNTINGTON FUNDING, LLC, a Delaware limited liability company (the “Depositor”).
FORM OF HUNTINGTON AUTO TRUST 20[ ]-[ ] AMENDED AND RESTATED TRUST AGREEMENT between HUNTINGTON FUNDING, LLC, as the Depositor and as the Owner Trustee and as the Issuer Delaware Trustee] Dated as of [ ], 20[ ]Trust Agreement • October 14th, 2016 • Huntington Funding, LLC • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT is made as of [ ], 20[ ] (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement” or this “Trust Agreement”) between HUNTINGTON FUNDING, LLC, a Delaware limited liability company, as the depositor (the “Depositor”), [ ], [ ], as the owner trustee (“[ ],” and in such capacity, the “Owner Trustee”) [and [ ], as the issuer Delaware trustee (the “Issuer Delaware Trustee”).]
