0001193125-14-386532 Sample Contracts

ADMINISTRATION AGREEMENT among FIFTH THIRD AUTO TRUST 2014-3, as Issuer FIFTH THIRD BANK, as Administrator and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee Dated as of October 29, 2014
Administration Agreement • October 29th, 2014 • Fifth Third Auto Trust 2014-3 • 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 October 29, 2014, is among FIFTH THIRD AUTO TRUST 2014-3, a Delaware statutory trust (the “Issuer”), FIFTH THIRD BANK, an Ohio banking corporation as administrator (the “Bank” or in its capacity as administrator, the “Administrator”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York trust company, 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 Fifth Third Holdings Funding, LLC (the “Seller”), as seller, and the Issuer, which contains rules as to usage that are applicable herein.

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SERVICING AGREEMENT by and among FIFTH THIRD AUTO TRUST 2014-3, as Issuer FIFTH THIRD BANK, as Servicer and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee Dated as of October 29, 2014
Servicing Agreement • October 29th, 2014 • Fifth Third Auto Trust 2014-3 • Asset-backed securities • New York

This SERVICING AGREEMENT, dated as of October 29, 2014 (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among FIFTH THIRD AUTO TRUST 2014-3, a Delaware statutory trust (the “Issuer”), FIFTH THIRD BANK, an Ohio banking corporation (the “Bank”), as servicer (in such capacity, the “Servicer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as indenture trustee (the “Indenture Trustee”).

SALE AGREEMENT dated as of October 29, 2014 between FIFTH THIRD HOLDINGS FUNDING, LLC and FIFTH THIRD AUTO TRUST 2014-3
Sale Agreement • October 29th, 2014 • Fifth Third Auto Trust 2014-3 • Asset-backed securities • New York

THIS SALE AGREEMENT is made and entered into as of October 29, 2014 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) by FIFTH THIRD HOLDINGS FUNDING, LLC, a Delaware limited liability company (the “Seller”), and FIFTH THIRD AUTO TRUST 2014-3, a Delaware statutory trust (the “Issuer”).

PURCHASE AGREEMENT dated as of October 29, 2014 between FIFTH THIRD HOLDINGS, LLC and FIFTH THIRD HOLDINGS FUNDING, LLC
Purchase Agreement • October 29th, 2014 • Fifth Third Auto Trust 2014-3 • Asset-backed securities • New York

THIS PURCHASE AGREEMENT is made and entered into as of October 29, 2014 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) by FIFTH THIRD HOLDINGS, LLC, a Delaware limited liability company (“FTH LLC”), and FIFTH THIRD HOLDINGS FUNDING, LLC, a Delaware limited liability company (the “Purchaser”).

FIFTH THIRD AUTO TRUST 2014-3 AMENDED AND RESTATED TRUST AGREEMENT between FIFTH THIRD HOLDINGS FUNDING, LLC, as the Depositor and WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Owner Trustee Dated as of October 29, 2014
Trust Agreement • October 29th, 2014 • Fifth Third Auto Trust 2014-3 • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT is made as of October 29, 2014 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”) between FIFTH THIRD HOLDINGS FUNDING, LLC, a Delaware limited liability company, as the depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as the owner trustee (in such capacity, the “Owner Trustee”).

RECEIVABLES SALE AGREEMENT dated as of October 29, 2014 between FIFTH THIRD BANK and FIFTH THIRD HOLDINGS, LLC
Receivables Sale Agreement • October 29th, 2014 • Fifth Third Auto Trust 2014-3 • Asset-backed securities • New York

THIS RECEIVABLES SALE AGREEMENT is made and entered into as of October 29, 2014 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) by FIFTH THIRD BANK, an Ohio banking corporation (the “Bank”), and FIFTH THIRD HOLDINGS, LLC, a Delaware limited liability company (“FTH LLC”).

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