This INDENTURE, dated as of May 8, 2019 (as amended, supplemented or otherwise modified and in effect from time to time, this Indenture), is between FIFTH THIRD AUTO TRUST 2019-1, a Delaware statutory trust (the Issuer), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, solely as Indenture Trustee and not in its individual capacity (the Indenture Trustee).
Each party agrees as follows for the benefit of the other party and the equal and ratable benefit of the Holders of the Issuers Class A-1 2.57563% Auto Loan Asset Backed Notes (the Class A-1 Notes), Class A-2-A 2.66% Auto Loan Asset Backed Notes (the Class A-2-A Notes), Class A-2-B LIBOR + 0.17% Auto Loan Asset Backed Notes (the Class A-2-B Notes; and together with the Class A-2-A Notes, the Class A-2 Notes) Class A-3 2.64% Auto Loan Asset Backed Notes (the Class A-3 Notes) and Class A-4 2.69% Auto Loan Asset Backed Notes (the Class A-4 Notes; and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the Notes).
The Issuer, to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction except as set forth herein, and to secure compliance with the provisions of this Indenture, hereby Grants in trust to the Indenture Trustee on the Closing Date, as trustee for the benefit of the Noteholders, all of the Issuers right, title and interest, whether now owned or hereafter acquired, in and to (i) the Trust Estate and (ii) all present and future claims, demands, causes and choses in action in respect of any or all of the Trust Estate and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the Trust Estate, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, securities, financial assets and other property which at any time constitute all or part of or are included in the proceeds of any of the Trust Estate (collectively, the Collateral).
The Indenture Trustee, on behalf of the Noteholders, acknowledges the foregoing Grant, accepts the trusts under this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.
The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction except as set forth herein and (ii) compliance with the provisions of this Indenture, all as provided in this Indenture.
Without limiting the foregoing Grant, any Receivable repurchased or purchased (a) by the Servicer pursuant to Section 3.6 of the Servicing Agreement or (b) by the Bank pursuant to Section 3.3 of the Receivables Sale Agreement shall be deemed to be automatically released from the lien of this Indenture without any action being taken by the Indenture Trustee upon payment by the applicable purchaser of the related Repurchase Price for such Repurchased Receivable.
FTAT 2019-1 Indenture