Common use of Disclosure of Tax Treatment Clause in Contracts

Disclosure of Tax Treatment. Notwithstanding any other provision of this Agreement, the Depositor and the Bank (and each employee, officer, representative, trustee or other agent, as the case may be, of the Depositor and the Bank) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Depositor and the Bank relating to such tax treatment and tax structure. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For purposes of the foregoing, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax structure” includes any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the undersigned and the remaining Underwriters. Very truly yours, FIFTH THIRD HOLDINGS FUNDING, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President FIFTH THIRD BANK By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first written above. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx X. Xxx Name: Xxxxxx X. Xxx Title: Director For itself and as representative of the other several Underwriters named in the Underwriting Agreement. SCHEDULE 1 to the Underwriting Agreement Underwriters Class A-1 Notes Class A-2-A Notes Class A-2-B Notes Class A-3 Notes Class A-4 Notes Credit Suisse Securities (USA) LLC $ 63,580,000 $ 42,160,000 $ 34,000,000 $ 89,760,000 $ 25,500,000 Barclays Capital Inc. $ 38,335,000 $ 25,420,000 $ 20,500,000 $ 54,120,000 $ 15,375,000 Citigroup Global Markets Inc. $ 38,335,000 $ 25,420,000 $ 20,500,000 $ 54,120,000 $ 15,375,000 RBC Capital Markets, LLC $ 38,335,000 $ 25,420,000 $ 20,500,000 $ 54,120,000 $ 15,375,000 Fifth Third Securities Inc. $ 8,415,000 $ 5,580,000 $ 4,500,000 $ 11,880,000 $ 3,375,000 Total $ 187,000,000 $ 124,000,000 $ 100,000,000 $ 264,000,000 $ 75,000,000

Disclosure of Tax Treatment. Notwithstanding any other provision of this Agreement, the Depositor and the Bank (and each employee, officer, representative, trustee or other agent, as the case may be, of the Depositor and the Bank) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Depositor and the Bank relating to such tax treatment and tax structure. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For purposes of the foregoing, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax structure” includes any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the undersigned and the remaining Underwriters. Very truly yours, FIFTH THIRD HOLDINGS FUNDING, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President FIFTH THIRD BANK By: /s/ Xxxxxx Xxxxx Xxxxxxx Name: Xxxxxx Xxxxx Xxxxxxx Title: Vice President Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first written above. CREDIT SUISSE SECURITIES (USA) LLC BARCLAYS CAPITAL INC. By: /s/ Xxxxxx X. Xxx Xxxxx Name: Xxxxxx X. Xxx Xxxxx Title: Managing Director For itself and as representative of the other several Underwriters named in the Underwriting Agreement. SCHEDULE 1 to the Underwriting Agreement Underwriters Class A-1 Notes Class A-2-A Notes Class A-2-B Notes Class A-3 Notes Class A-4 Notes Barclays Capital Inc. $ 74,120,000 $ 57,800,000 $ 57,800,000 $ 115,600,000 $ 34,680,000 Credit Suisse Securities (USA) LLC $ 63,580,000 44,690,000 $ 42,160,000 34,850,000 $ 34,000,000 34,850,000 $ 89,760,000 69,700,000 $ 25,500,000 Barclays Capital 20,910,000 Deutsche Bank Securities Inc. $ 38,335,000 44,690,000 $ 25,420,000 34,850,000 $ 20,500,000 34,850,000 $ 54,120,000 69,700,000 $ 15,375,000 Citigroup Global Markets Inc. $ 38,335,000 $ 25,420,000 $ 20,500,000 $ 54,120,000 $ 15,375,000 RBC Capital Markets20,910,000 Xxxxx Fargo Securities, LLC $ 38,335,000 44,690,000 $ 25,420,000 34,850,000 $ 20,500,000 34,850,000 $ 54,120,000 69,700,000 $ 15,375,000 20,910,000 Fifth Third Securities Inc. $ 8,415,000 9,810,000 $ 5,580,000 7,650,000 $ 4,500,000 7,650,000 $ 11,880,000 15,300,000 $ 3,375,000 4,590,000 Total $ 187,000,000 218,000,000 $ 124,000,000 170,000,000 $ 100,000,000 170,000,000 $ 264,000,000 340,000,000 $ 75,000,000102,000,000

Disclosure of Tax Treatment. Notwithstanding any other provision of this Agreement, the Depositor and the Bank (and each employee, officer, representative, trustee or other agent, as the case may be, of the Depositor and the Bank) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Depositor and the Bank relating to such tax treatment and tax structure. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For purposes of the foregoing, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax structure” includes any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the undersigned and the remaining Underwriters. Very truly yours, FIFTH THIRD HOLDINGS FUNDING, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President Assistant Secretary FIFTH THIRD BANK By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President The foregoing Underwriting Agreement is Agreementis hereby confirmed and accepted as of the date first written above. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxx-Xxxxxx X. Xxx Xxxxxxx Name: Xxx-Xxxxxx X. Xxx Xxxxxxx Title: Managing Director For itself and as representative of the other several Underwriters named in the Underwriting Agreement. SCHEDULE 1 I to the Underwriting Agreement The Underwriters named below are the “Underwriters” for the purpose of this Agreement. Underwriters Class A-1 Notes Class A-2-A Notes Class A-2-B A-2 Notes Class A-3 Notes Class A-4 Notes Credit Suisse Securities (USA) LLC $ 63,580,000 151,200,000 $ 42,160,000 151,200,000 $ 34,000,000 163,380,000 $ 89,760,000 $ 25,500,000 59,220,000 Barclays Capital Inc. $ 38,335,000 90,000,000 $ 25,420,000 90,000,000 $ 20,500,000 97,250,000 $ 54,120,000 35,250,000 X.X. Xxxxxx Securities LLC $ 15,375,000 Citigroup Global Markets 90,000,000 $ 90,000,000 $ 97,250,000 $ 35,250,000 Deutsche Bank Securities Inc. $ 38,335,000 14,400,000 $ 25,420,000 14,400,000 $ 20,500,000 15,560,000 $ 54,120,000 $ 15,375,000 5,640,000 RBC Capital Markets, LLC $ 38,335,000 14,400,000 $ 25,420,000 14,400,000 $ 20,500,000 15,560,000 $ 54,120,000 $ 15,375,000 Fifth Third Securities Inc. $ 8,415,000 $ 5,580,000 $ 4,500,000 $ 11,880,000 $ 3,375,000 5,640,000 Total $ 187,000,000 360,000,000 $ 124,000,000 360,000,000 $ 100,000,000 389,000,000 $ 264,000,000 $ 75,000,000141,000,000

Disclosure of Tax Treatment. Notwithstanding any other provision of this Agreement, the Depositor and the Bank (and each employee, officer, representative, trustee or other agent, as the case may be, of the Depositor and the Bank) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Depositor and the Bank relating to such tax treatment and tax structure. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For purposes of the foregoing, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax structure” includes any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the undersigned and the remaining Underwriters. Very truly yours, FIFTH THIRD HOLDINGS FUNDING, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President FIFTH THIRD BANK By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first written above. CREDIT SUISSE X.X. XXXXXX SECURITIES (USA) LLC By: /s/ Xxxxxx X. Xxx Au Name: Xxxxxx X. Xxx Au Title: Executive Director For itself and as representative of the other several Underwriters named in the Underwriting Agreement. SCHEDULE 1 to the Underwriting Agreement Underwriters Class A-1 Notes Class A-2-A Notes Class A-2-B Notes Class A-3 Notes Class A-4 Underwriters Notes Notes Notes Notes X.X. Xxxxxx Securities LLC $ 72,674,000 $ 25,515,000 $ 125,968,000 $ 30,839,000 Barclays Capital Inc. $ 43,819,000 $ 15,386,000 $ 75,953,000 $ 18,595,000 Credit Suisse Securities (USA) LLC $ 63,580,000 43,819,000 $ 42,160,000 15,386,000 $ 34,000,000 75,953,000 $ 89,760,000 $ 25,500,000 Barclays Capital Inc. $ 38,335,000 $ 25,420,000 $ 20,500,000 $ 54,120,000 $ 15,375,000 Citigroup Global Markets Inc. $ 38,335,000 $ 25,420,000 $ 20,500,000 $ 54,120,000 $ 15,375,000 RBC Capital Markets18,595,000 Xxxxx Fargo Securities, LLC $ 38,335,000 43,819,000 $ 25,420,000 15,386,000 $ 20,500,000 75,953,000 $ 54,120,000 $ 15,375,000 18,595,000 Fifth Third Securities Inc. $ 8,415,000 9,619,000 $ 5,580,000 3,377,000 $ 4,500,000 16,673,000 $ 11,880,000 $ 3,375,000 4,082,000 Total $ 187,000,000 213,750,000 $ 124,000,000 75,050,000 $ 100,000,000 370,500,000 $ 264,000,000 $ 75,000,00090,706,000

Disclosure of Tax Treatment. Notwithstanding any other provision of this Agreement, the Depositor and the Bank (and each employee, officer, representative, trustee or other agent, as the case may be, of the Depositor and the Bank) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Depositor and the Bank relating to such tax treatment and tax structure. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For purposes of the foregoing, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax structure” includes any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the undersigned and the remaining Underwriters. Very truly yours, FIFTH THIRD HOLDINGS FUNDING, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President FIFTH THIRD BANK BANK, an Ohio banking corporation By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President 20[ ]-[ ] Underwriting Agreement The foregoing Underwriting Agreement is Agreementis hereby confirmed and accepted as of the date first written above. CREDIT SUISSE SECURITIES (USA) LLC [ ] By: /s/ Xxxxxx X. Xxx Name: Xxxxxx X. Xxx Title: Director For itself and as representative of the other several Underwriters named in the Underwriting Agreement. SCHEDULE 1 to the 20[ ]-[ ] Underwriting Agreement SCHEDULE I to Underwriting Agreement The Underwriters named below are the “Underwriters” for the purpose of this Agreement. Underwriters Class A-1 Notes Class A-2-A Notes Class A-2-B A-2 Notes Class A-3 Notes Class A-4 Notes Credit Suisse Securities (USA) LLC $ 63,580,000 $ 42,160,000 $ 34,000,000 $ 89,760,000 $ 25,500,000 Barclays Capital Inc. $ 38,335,000 $ 25,420,000 $ 20,500,000 $ 54,120,000 $ 15,375,000 Citigroup Global Markets Inc. $ 38,335,000 $ 25,420,000 $ 20,500,000 $ 54,120,000 $ 15,375,000 RBC Capital Markets, LLC $ 38,335,000 $ 25,420,000 $ 20,500,000 $ 54,120,000 $ 15,375,000 Fifth Third Securities Inc. $ 8,415,000 $ 5,580,000 $ 4,500,000 $ 11,880,000 $ 3,375,000 [Class B Notes] Total $ 187,000,000 $ 124,000,000 $ 100,000,000 $ 264,000,000 $ 75,000,000Total

Disclosure of Tax Treatment. Notwithstanding any other provision of this Agreement, the Depositor and the Bank (and each employee, officer, representative, trustee or other agent, as the case may be, of the Depositor and the Bank) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Depositor and the Bank relating to such tax treatment and tax structure. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For purposes of the foregoing, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax structure” includes any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the undersigned and the remaining Underwriters. Very truly yours, FIFTH THIRD HOLDINGS FUNDING, LLC By: /s/ Xxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxx Xxxxx X. Xxxxxxx Title: President FIFTH THIRD BANK By: /s/ Xxxxxx Xxxxxxx Xxxxx Name: Xxxxxx Xxxxxxx Xxxxx Title: Vice President Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first written above. CREDIT SUISSE SECURITIES (USA) LLC BARCLAYS CAPITAL INC. By: /s/ Xxxxxx X. Xxx Xxxxx Name: Xxxxxx X. Xxx Xxxxx Title: Managing Director For itself and as representative of the other several Underwriters named in the Underwriting Agreement. SCHEDULE 1 to the Underwriting Agreement Underwriters Class A-1 Notes Class A-2-A Notes Class A-2-B Notes A-2 Class A-3 Notes Class A-4 Underwriters Notes Notes Notes Notes Barclays Capital Inc. $ 147,190,000 $ 159,490,000 $ 159,490,000 $ 46,330,000 Citigroup Global Markets Inc. $ 89,750,000 $ 97,250,000 $ 97,250,000 $ 28,250,000 Credit Suisse Securities (USA) LLC $ 63,580,000 89,750,000 $ 42,160,000 97,250,000 $ 34,000,000 97,250,000 $ 89,760,000 $ 25,500,000 Barclays Capital Inc. $ 38,335,000 $ 25,420,000 $ 20,500,000 $ 54,120,000 $ 15,375,000 Citigroup Global Markets Inc. $ 38,335,000 $ 25,420,000 $ 20,500,000 $ 54,120,000 $ 15,375,000 RBC Capital Markets, 28,250,000 X. X. Xxxxxx Securities LLC $ 38,335,000 10,770,000 $ 25,420,000 11,670,000 $ 20,500,000 11,670,000 $ 54,120,000 3,390,000 Xxxxxx Xxxxxxx & Co. LLC $ 15,375,000 Fifth Third 10,770,000 $ 11,670,000 $ 11,670,000 $ 3,390,000 RBS Securities Inc. $ 8,415,000 10,770,000 $ 5,580,000 11,670,000 $ 4,500,000 11,670,000 $ 11,880,000 $ 3,375,000 3,390,000 Total $ 187,000,000 359,000,000 $ 124,000,000 389,000,000 $ 100,000,000 389,000,000 $ 264,000,000 $ 75,000,000113,000,000

Disclosure of Tax Treatment. Notwithstanding any other provision of this Agreement, the Depositor and the Bank (and each employee, officer, representative, trustee or other agent, as the case may be, of the Depositor and the Bank) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Depositor and the Bank relating to such tax treatment and tax structure. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For purposes of the foregoing, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax structure” includes any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the undersigned and the remaining Underwriters. Very truly yours, FIFTH THIRD HOLDINGS FUNDING, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President FIFTH THIRD BANK By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first written above. CREDIT SUISSE SECURITIES (USA) LLC CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxx X. Xxx Xx Xxxxx Name: Xxxxxx X. Xxx Xx Xxxxx Title: Managing Director For itself and as representative of the other several Underwriters named in the Underwriting Agreement. SCHEDULE 1 to the Underwriting Agreement Underwriters Class A-1 Notes Class A-2-A Notes Class A-2-B Notes Class A-3 Notes Class A-4 Notes Credit Suisse Securities (USA) LLC $ 63,580,000 $ 42,160,000 $ 34,000,000 $ 89,760,000 $ 25,500,000 Barclays Capital Inc. $ 38,335,000 $ 25,420,000 $ 20,500,000 $ 54,120,000 $ 15,375,000 Citigroup Global Markets Inc. $ 38,335,000 133,280,000 $ 25,420,000 94,860,000 $ 20,500,000 94,860,000 $ 54,120,000 141,780,000 $ 15,375,000 45,220,000 Xxxxxx Xxxxxxx & Co. LLC $ 80,360,000 $ 57,195,000 $ 57,195,000 $ 85,485,000 $ 27,265,000 RBC Capital Markets, LLC $ 38,335,000 80,360,000 $ 25,420,000 57,195,000 $ 20,500,000 57,195,000 $ 54,120,000 85,485,000 $ 15,375,000 27,265,000 RBS Securities Inc. $ 80,360,000 $ 57,195,000 $ 57,195,000 $ 85,485,000 $ 27,265,000 Fifth Third Securities Inc. $ 8,415,000 17,640,000 $ 5,580,000 12,555,000 $ 4,500,000 12,555,000 $ 11,880,000 18,765,000 $ 3,375,000 5,985,000 Total $ 187,000,000 392,000,000 $ 124,000,000 279,000,000 $ 100,000,000 279,000,000 $ 264,000,000 417,000,000 $ 75,000,000133,000,000

Disclosure of Tax Treatment. Notwithstanding any other provision of this Agreementanything herein to the contrary, the Depositor Company and the Bank (and each employee, officer, representative, trustee or other agent, as the case may be, of the Depositor and the Bank) may Selling Stockholder are authorized to disclose to any persons the U.S. federal and all persons, without limitation of any kind, the state income tax treatment and tax structure of the transactions by this Agreement potential transaction and all materials of any kind (including tax opinions or and other tax analyses) that are provided to the Depositor Company and the Bank Selling Stockholder relating to such tax that treatment and tax structure, without the Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For purposes of the foregoingthis purpose, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “"tax structure” includes " is limited to any fact facts that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated herebythat treatment. If the foregoing is in accordance with your understanding of our agreementunderstanding, kindly please sign and return to us the enclosed duplicate counterparts hereof, whereupon it will become and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the undersigned Underwriters, the Company and the remaining Selling Stockholder. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company and the Selling Stockholder for examination, upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, FIFTH THIRD HOLDINGS FUNDING, LLC OYO Geospace Corporation By: /s/ Xxxx X. Xxxxx X. Xxxxxxx Name: Xxxx X. Xxxxx X. Xxxxxxx Title: Chairman of the Board, President FIFTH THIRD BANK and Chief Executive Officer OYO Corporation U.S.A. By: /s/ Xxxxxx Xxxxxxx Tadashi Jimbo Name: Xxxxxx Xxxxxxx Tadashi Jimbo Title: Executive Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted Accepted as of the date first written above. CREDIT SUISSE SECURITIES hereof Xxxxxxx, Sachs & Co. /s/ Xxxxxxx, Xxxxx & Co. (Xxxxxxx, Sachs & Co.) Credit Suisse Securities (USA) LLC By: /s/ Xxxxxx X. Xxx Xxxxx Xxxx Name: Xxxxxx X. Xxx Xxxxx Xxxx Title: Managing Director For itself and as representative On behalf of each of the other several Underwriters named in the Underwriting Agreement. SCHEDULE 1 I Underwriter Number of Firm Shares to the Underwriting Agreement Underwriters Class A-1 Notes Class A-2-A Notes Class A-2-B Notes Class A-3 Notes Class A-4 Notes be Purchased Xxxxxxx, Xxxxx & Co. 561,283 Credit Suisse Securities (USA) LLC $ 63,580,000 $ 42,160,000 $ 34,000,000 $ 89,760,000 $ 25,500,000 Barclays Capital Inc. $ 38,335,000 $ 25,420,000 $ 20,500,000 $ 54,120,000 $ 15,375,000 Citigroup 280,641 Global Markets Inc. $ 38,335,000 $ 25,420,000 $ 20,500,000 $ 54,120,000 $ 15,375,000 RBC Capital MarketsHunter Securities, LLC $ 38,335,000 $ 25,420,000 $ 20,500,000 $ 54,120,000 $ 15,375,000 Fifth Third Securities Inc. $ 8,415,000 $ 5,580,000 $ 4,500,000 $ 11,880,000 $ 3,375,000 93,547 Xxxxxxxxx Capital Partners, LLC 93,547 Xxxxxxx & Company International 93,547 Total $ 187,000,000 $ 124,000,000 $ 100,000,000 $ 264,000,000 $ 75,000,0001,122,565 SCHEDULE II

Disclosure of Tax Treatment. Notwithstanding any other provision of this Agreement, the Depositor and the Bank (and each employee, officer, representative, trustee or other agent, as the case may be, of the Depositor and the Bank) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Depositor and the Bank relating to such tax treatment and tax structure. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For purposes of the foregoing, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax structure” includes any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the undersigned and the remaining Underwriters. Very truly yours, FIFTH THIRD HOLDINGS FUNDING, LLC By: /s/ Xxxxx Xxxx X. Xxxxxxx Xxxxxxxxxxx Name: Xxxxx Xxxx X. Xxxxxxx Xxxxxxxxxxx Title: Senior Vice President FIFTH THIRD BANK By: /s/ Xxxxxx Xxxxxxx Xxxx X. Xxxxxxxxxxx Name: Xxxxxx Xxxxxxx Xxxx X. Xxxxxxxxxxx Title: Senior Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first written above. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxx X. Xxx Name: Xxxxxxx Xxxxxx X. Xxx Title: Director For itself and as representative of the other several Underwriters named in the Underwriting Agreement. SCHEDULE 1 I to the Underwriting Agreement The Underwriters named below are the “Underwriters” for the purpose of this Agreement. Underwriters Class A-1 Notes Class A-2-A Notes Class A-2-B A-2 Notes Class A-3 Notes Class A-4 Notes Class B Notes Class C Notes Credit Suisse Securities (USA) LLC $ 63,580,000 85,500,000 $ 42,160,000 116,250,000 $ 34,000,000 117,750,000 $ 89,760,000 41,437,000 $ 25,500,000 7,500,000 $ 6,565,000 Barclays Capital Inc. $ 38,335,000 28,500,000 $ 25,420,000 38,750,000 $ 20,500,000 39,250,000 $ 54,120,000 13,813,000 $ 15,375,000 Citigroup Global Markets Inc. 2,500,000 $ 38,335,000 $ 25,420,000 $ 20,500,000 $ 54,120,000 $ 15,375,000 RBC Capital Markets, LLC $ 38,335,000 $ 25,420,000 $ 20,500,000 $ 54,120,000 $ 15,375,000 Fifth Third Securities Inc. $ 8,415,000 $ 5,580,000 $ 4,500,000 $ 11,880,000 $ 3,375,000 2,189,000 Total $ 187,000,000 114,000,000 $ 124,000,000 155,000,000 $ 100,000,000 157,000,000 $ 264,000,000 55,250,000 $ 75,000,00010,000,000 $ 8,754,000