Common use of Cash Collection and Administration Clause in Contracts

Cash Collection and Administration. 1122(d)(2)(i) Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements. Applicable 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. Applicable 1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. Not applicable; no advances by the Servicer are permitted under the transaction agreements. 1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. Applicable, but no current assessment is required since transaction accounts are maintained by and in the name of the Indenture Trustee. Servicing Criteria Applicable Servicing Criteria Reference Criteria 1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. Applicable, but no current assessment required; all “custodial accounts” are maintained by the Indenture Trustee. 1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. Not applicable; all transfers made by wire transfer. 1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. Applicable; assessment below. EXHIBIT C-3 Servicing Criteria Applicable Servicing Criteria Reference Criteria Investor Remittances and Reporting 1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the Indenture Trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. Applicable; assessment below. 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. Not applicable; investor records maintained by Indenture Trustee. 1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements. Applicable 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. Applicable; assessment below. Pool Asset Administration 1122(d)(4)(i) Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. Applicable; assessment below. 1122(d)(4)(ii) Pool assets and related documents are safeguarded as required by the transaction agreements. Applicable; assessment below. 1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. Not applicable; no removals or substitutions of recovery property are contemplated or allowed under the transaction documents. EXHIBIT C-4 Servicing Criteria Applicable Servicing Criteria Reference Criteria 1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. Applicable; assessment below. 1122(d)(4)(v) The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance. Not applicable; because underlying obligation (fixed recovery charge) is not an interest bearing instrument. 1122(d)(4)(vi) Changes with respect to the terms or status of an obligor’s pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. Applicable; assessment below 1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. Applicable; limited assessment below. Servicer actions governed by CPUC regulations. 1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). Applicable, but does not require assessment since no explicit documentation requirement with respect to delinquent accounts are imposed under the transactional documents due to availability of “true-up” mechanism. EXHIBIT C-5 Servicing Criteria Applicable Servicing Criteria Reference Criteria 1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. Not applicable; fixed recovery charges are not interest bearing instruments. 1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements. Applicable; Servicer maintains ESP deposit accounts in accordance with CPUC rules and regulations. 1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. Not applicable; Servicer does not make payments on behalf of obligors. 1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission. Not applicable; Servicer cannot make advances of its own funds on behalf of customers under the transaction documents. EXHIBIT C-6 Servicing Criteria Applicable Servicing Criteria Reference Criteria 1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements. Not applicable; Servicer cannot make advances of its own funds on behalf of customers to pay principal or interest on the bonds. 1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance with the transaction agreements. Applicable; assessment below. 1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. Not applicable; no external enhancement is required under the transaction documents.

Cash Collection and Administration. 1122(d)(2)(i) Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements. Applicable 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. Applicable 1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. Not applicable; no advances by the Servicer are permitted under the transaction agreements. 1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. Applicable, but no current assessment is required since transaction accounts are maintained by and in the name of the Indenture Trustee. Servicing Criteria Applicable Servicing Criteria Reference Criteria 1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. Applicable, but no current assessment required; all “custodial accounts” are maintained by the Indenture Trustee. 1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. Not applicable; all transfers made by wire transfer. 1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations reconciliations: (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. Applicable; assessment below. EXHIBIT C-3 Servicing Criteria Applicable Servicing Criteria XXXXX 0000-X0 Xxxxxxxxxx Custodian Agreement Reference Criteria CTC (CC) Investor Remittances and Reporting 1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the Indenture Trusteetrustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. Applicable; assessment belowservicer. 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. Not applicable; investor records maintained by Indenture Trustee. 1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the Servicerservicer’s investor records, or such other number of days specified in the transaction agreements. Applicable 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. Applicable; assessment below. Pool Asset Administration 1122(d)(4)(i) Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. Applicable; assessment below. X 1122(d)(4)(ii) Pool assets and related documents are safeguarded as required by the transaction agreements. Applicable; assessment below. X 1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. Not applicable; no removals or substitutions of recovery property are contemplated or allowed under the transaction documents. EXHIBIT C-4 Servicing Criteria Applicable Servicing Criteria Reference Criteria 1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicerapplicable servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. Applicable; assessment below. 1122(d)(4)(v) The Servicerservicer’s records regarding the pool assets agree with the Servicerservicer’s records with respect to an obligor’s unpaid principal balance. Not applicable; because underlying obligation (fixed recovery charge) is not an interest bearing instrument. 1122(d)(4)(vi) Changes with respect to the terms or status of an obligor’s pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. Applicable; assessment below 1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. Applicable; limited assessment below. Servicer actions governed by CPUC regulations. 1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). Applicable, but does not require assessment since no explicit documentation requirement with respect to delinquent accounts are imposed under the transactional documents due to availability of “true-up” mechanism. EXHIBIT C-5 Servicing Criteria Applicable Servicing Criteria Reference Criteria 1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset receivables documents. Not applicable; fixed recovery charges are not interest bearing instruments. XXXXX 0000-X0 Xxxxxxxxxx Custodian Agreement Reference Criteria CTC (CC) 1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset assets documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements. Applicable; Servicer maintains ESP deposit accounts in accordance with CPUC rules and regulations. 1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. Not applicable; Servicer does not make payments on behalf of obligors. 1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission. Not applicable; Servicer cannot make advances of its own funds on behalf of customers under the transaction documents. EXHIBIT C-6 Servicing Criteria Applicable Servicing Criteria Reference Criteria 1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements. Not applicable; Servicer cannot make advances of its own funds on behalf of customers to pay principal or interest on the bonds. 1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectable uncollectible accounts are recognized and recorded in accordance with the transaction agreements. Applicable; assessment below. 1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. Not applicable; no external enhancement is required under the transaction documents.XXXXX 0000-X0

Cash Collection and Administration. 1122(d)(2)(i) Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of following receipt, or such other number of days specified in the transaction agreements. Applicable 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. Applicable X 1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. Not applicable; no advances by the Servicer are permitted under the transaction agreements. 1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. Applicable, but no current assessment is required since transaction accounts are maintained by and in the name of the Indenture Trustee. Servicing Criteria Applicable Servicing Criteria Reference Criteria X 1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. Applicable, but no current assessment required; all “custodial accounts” are maintained by the Indenture Trustee. X 1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. Not applicable; all transfers made by wire transfer. 1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. Applicable; assessment below. EXHIBIT C-3 Servicing Criteria Applicable Servicing Criteria Reference Criteria Investor Remittances and Reporting 1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the Indenture Trusteetrustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. Applicable; assessment below. 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. Not applicable; investor records maintained by Indenture Trustee. (solely with respect to remittance)X 1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements. Applicable X 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. Applicable; assessment below. X Pool Asset Administration 1122(d)(4)(i) Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool asset documents. Applicable; assessment below. 1122(d)(4)(ii) Pool assets and related documents are safeguarded as required by the transaction agreements. Applicable; assessment below. agreements 1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. Not applicable; no removals or substitutions of recovery property are contemplated or allowed under the transaction documents. EXHIBIT C-4 Servicing Criteria Applicable Servicing Criteria Reference Criteria 1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool asset documents. Applicable; assessment below. 1122(d)(4)(v) The Servicer’s records regarding the pool assets accounts and the accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance. Not applicable; because underlying obligation (fixed recovery charge) is not an interest bearing instrument. 1122(d)(4)(vi) Changes with respect to the terms or status of an obligor’s pool asset account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. Applicable; assessment below 1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. Applicable; limited assessment below. Servicer actions governed by CPUC regulations. 1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). Applicable, but does not require assessment since no explicit documentation requirement with respect to delinquent accounts are imposed under the transactional documents due to availability of “true-up” mechanism. EXHIBIT C-5 Servicing Criteria Applicable Servicing Criteria Reference Criteria 1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. Not applicable; fixed recovery charges are not interest bearing instruments. Servicing Criteria Applicable Servicing Criteria Reference Criteria 1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset Account documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset Account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assetAccounts, or such other number of days specified in the transaction agreements. Applicable; Servicer maintains ESP deposit accounts in accordance with CPUC rules and regulations. 1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. Not applicable; Servicer does not make payments on behalf of obligors. 1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission. Not applicable; Servicer cannot make advances of its own funds on behalf of customers under the transaction documents. EXHIBIT C-6 Servicing Criteria Applicable Servicing Criteria Reference Criteria 1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements. Not applicable; Servicer cannot make advances of its own funds on behalf of customers to pay principal or interest on the bonds. 1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectable uncollectible accounts are recognized and recorded in accordance with the transaction agreements. Applicable; assessment below. 1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. Not applicable; no external enhancement is required under EXHIBIT B FORM OF INDENTURE TRUSTEE’S ANNUAL CERTIFICATION Re: FIFTH THIRD AUTO TRUST 0000-0 Xxxxxxxx Bank Trust Company Americas, not in its individual capacity but solely as indenture trustee (the transaction documents.“Indenture Trustee”), certifies to Fifth Third Holdings Funding, LLC (the “Seller”), and its officers, with the knowledge and intent that they will rely upon this certification, that:

Cash Collection and Administration. 1122(d)(2)(i) Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of following receipt, or such other number of days specified in the transaction agreements. Applicable X 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. Applicable X X 1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. Not applicable; no advances by the Servicer are permitted under the transaction agreements. X 1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. Applicable, but no current assessment is required since transaction accounts are maintained by and in the name of the Indenture Trustee. Servicing Criteria Applicable Servicing Criteria Reference Criteria X 1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. Applicable, but no current assessment required; all “custodial accounts” are maintained by the Indenture Trustee. X 1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. Not applicable; all transfers made by wire transfer. X Sale and Servicing Agreement Servicing Criteria Applicable Indenture Trustee Servicing Criteria Applicable Servicer Servicing Criteria Inapplicable Servicing Criteria Reference Criteria 1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. Applicable; assessment below. EXHIBIT C-3 Servicing Criteria Applicable Servicing Criteria Reference Criteria X Investor Remittances and Reporting 1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the Indenture Trusteetrustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. Applicable; assessment below. X 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. Not applicable; investor records maintained by Indenture Trustee. X1 X 1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements. Applicable X X 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. Applicable; assessment below. X X Pool Asset Administration 1122(d)(4)(i) Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool asset documents. Applicable; assessment below. X 1122(d)(4)(ii) Pool assets and related documents are safeguarded as required by the transaction agreements. Applicable; assessment below. X 1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. Not applicable; no removals or substitutions of recovery property are contemplated or allowed under the transaction documents. EXHIBIT C-4 Servicing Criteria Applicable Servicing Criteria Reference Criteria X 1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool asset documents. Applicable; assessment below. X 1122(d)(4)(v) The Servicer’s records regarding the pool assets accounts and the accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance. Not applicable; because underlying obligation (fixed recovery charge) is not an interest bearing instrumentX 1 Solely with regard to timeframes and that distributions were made in accordance with the instructions of the Servicer. Sale and Servicing Agreement Servicing Criteria Applicable Indenture Trustee Servicing Criteria Applicable Servicer Servicing Criteria Inapplicable Servicing Criteria Reference Criteria 1122(d)(4)(vi) Changes with respect to the terms or status of an obligor’s pool asset account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. Applicable; assessment below X 1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. Applicable; limited assessment below. Servicer actions governed by CPUC regulations. X 1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). Applicable, but does not require assessment since no explicit documentation requirement with respect to delinquent accounts are imposed under the transactional documents due to availability of “true-up” mechanism. EXHIBIT C-5 Servicing Criteria Applicable Servicing Criteria Reference Criteria X 1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. Not applicable; fixed recovery charges are not interest bearing instruments. X 1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset Account documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset Account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assetAccounts, or such other number of days specified in the transaction agreements. Applicable; Servicer maintains ESP deposit accounts in accordance with CPUC rules and regulations. X 1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. Not applicable; Servicer does not make payments on behalf of obligors. X 1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission. Not applicable; Servicer cannot make advances of its own funds on behalf of customers under the transaction documents. EXHIBIT C-6 Servicing Criteria Applicable Servicing Criteria Reference Criteria X 1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements. Not applicable; Servicer cannot make advances of its own funds on behalf of customers to pay principal or interest on the bonds. X 1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectable uncollectible accounts are recognized and recorded in accordance with the transaction agreements. Applicable; assessment below. X 1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. Not applicable; no external enhancement is required under X Sale and Servicing Agreement EXHIBIT D FORM OF INDENTURE TRUSTEE’S ANNUAL CERTIFICATION Re: SANTANDER DRIVE AUTO RECEIVABLES TRUST 2017-2 Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as indenture trustee (the transaction documents.“Indenture Trustee”), certifies to Santander Drive Auto Receivables LLC (the “Seller”), and its officers, with the knowledge and intent that they will rely upon this certification, that:

Cash Collection and Administration. 1122(d)(2)(i) Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of following receipt, or such other number of days specified in the transaction agreements. Applicable 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. Applicable X 1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. Not applicable; no advances by the Servicer are permitted under the transaction agreements. 1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. Applicable, but no current assessment is required since transaction accounts are maintained by and in the name of the Indenture Trustee. Servicing Criteria Applicable Servicing Criteria Reference Criteria X 1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. Applicable, but no current assessment required; all “custodial accounts” are maintained by the Indenture Trustee. X 1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. Not applicable; all transfers made by wire transfer. 1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. Applicable; assessment below. EXHIBIT C-3 Servicing Criteria Applicable Servicing Criteria Reference Criteria Investor Remittances and Reporting 1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the Indenture Trusteetrustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. Applicable; assessment below. 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. Not applicable; investor records maintained by Indenture Trustee. (solely with respect to remittance) X 1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements. Applicable X 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. Applicable; assessment below. X Pool Asset Administration 1122(d)(4)(i) Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool asset documents. Applicable; assessment below. 1122(d)(4)(ii) Pool assets and related documents are safeguarded as required by the transaction agreements. Applicable; assessment below. agreements 1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. Not applicable; no removals or substitutions of recovery property are contemplated or allowed under the transaction documents. EXHIBIT C-4 Servicing Criteria Applicable Servicing Criteria Reference Criteria 1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool asset documents. Applicable; assessment below. 1122(d)(4)(v) The Servicer’s records regarding the pool assets accounts and the accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance. Not applicable; because underlying obligation (fixed recovery charge) is not an interest bearing instrument. 1122(d)(4)(vi) Changes with respect to the terms or status of an obligor’s pool asset account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. Applicable; assessment below 1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. Applicable; limited assessment below. Servicer actions governed by CPUC regulations. 1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). Applicable, but does not require assessment since no explicit documentation requirement with respect to delinquent accounts are imposed under the transactional documents due to availability of “true-up” mechanism. EXHIBIT C-5 Servicing Criteria Applicable Servicing Criteria Reference Criteria 1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. Not applicable; fixed recovery charges are not interest bearing instruments. Servicing Criteria Applicable Servicing Criteria Reference Criteria 1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset Account documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset Account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assetAccounts, or such other number of days specified in the transaction agreements. Applicable; Servicer maintains ESP deposit accounts in accordance with CPUC rules and regulations. 1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. Not applicable; Servicer does not make payments on behalf of obligors. 1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission. Not applicable; Servicer cannot make advances of its own funds on behalf of customers under the transaction documents. EXHIBIT C-6 Servicing Criteria Applicable Servicing Criteria Reference Criteria 1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements. Not applicable; Servicer cannot make advances of its own funds on behalf of customers to pay principal or interest on the bonds. 1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectable uncollectible accounts are recognized and recorded in accordance with the transaction agreements. Applicable; assessment below. 1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. Not applicable; no external enhancement is required under EXHIBIT B FORM OF INDENTURE TRUSTEE’S ANNUAL CERTIFICATION Re: FIFTH THIRD AUTO TRUST 0000-0 Xxxxxxxx Bank Trust Company Americas, not in its individual capacity but solely as indenture trustee (the transaction documents.“Indenture Trustee”), certifies to Fifth Third Holdings Funding, LLC (the “Seller”), and its officers, with the knowledge and intent that they will rely upon this certification, that: