EX-10.4



 Exhibit 10.4 
 (Multicurrency—Cross Border) 
  
 



 
 MASTER AGREEMENT 
 dated as of [            ] 
 [                            ]     
                and                     Fifth Third Auto Trust
20[    ]-[    ] 
 have entered and/or anticipate entering into one or more
transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged
between the parties confirming those Transactions. 
 Accordingly, the parties agree as follows: 

1. Interpretation 
 (a) Definitions. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement. 

(b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of
this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant
Transaction. 
 (c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master
Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions. 

2. Obligations 
 (a) General Conditions. 
 (i) Each party will make
each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement. 
 (ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise








 
pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such
delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement. 

(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no
Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively
designated and (3) each other applicable condition precedent specified in this Agreement. 
 (b) Change of
Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies
unless such other party gives timely notice of a reasonable objection to such change. 
 (c) Netting. If on any
date amounts would otherwise be payable: 
 (i) in the same currency; and 

(ii) in respect of the same Transaction, 
 by each party to the other, then, on such date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would
otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other
party the excess of the larger aggregate amount over the smaller aggregate amount. 
 The parties may elect in respect of two or
more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The
election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph
(ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and
receive payments or deliveries. 
 (d) Deduction or Withholding for Tax. 

(i) Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on
account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party
(“X”) will: 

  
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 (1) promptly notify the other party (“Y”) of such requirement;

 (2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full
amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been
assessed against Y; 
 (3) promptly forward to Y an official receipt (or a certified copy), or other
documentation reasonably acceptable to Y, evidencing such payment to such authorities; and 
 (4) if such Tax is
an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes,
whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be
paid but for: 
 (A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i),
4(a)(iii) or 4(d); or 
 (B) the failure of a representation made by Y pursuant to Section 3(f) to be
accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of
whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law. 

(ii) Liability. If: 
 (1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay
an additional amount to Y under Section 2(d)(i)(4); 
 (2) X does not so deduct or withhold; and 

(3) a liability resulting from such Tax is assessed directly against X, 

then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to
X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

 (e) Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early Termination
Date in respect of the relevant Transaction, a party that defaults in the 

  
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performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount
to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on
the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation
required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement. 
 3. Representations 
 Each party represents to the other party (which
representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that: 

(a) Basic Representations. 
 (i) Status. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing; 

(ii) Powers. It has the power to execute this Agreement and any other documentation relating to this
Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under
any Credit Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance; 
 (iii) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or
judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; 

(iv) Consents. All governmental and other consents that are required to have been obtained by it with
respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and 

(v) Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is
a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally
and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). 
 (b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such


  
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event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party. 

(c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any
action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit
Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document. 
 (d) Accuracy of Specified Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this
Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect. 

(e) Payer Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this
Section 3(e) is accurate and true. 
 (f) Payee Tax Representations. Each representation specified in the
Schedule as being made by it for the purpose of this Section 3(f) is accurate and true. 
 4. Agreements 

Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit
Support Document to which it is a party: 
 (a) Furnish Specified Information. It will deliver to the other party
or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs: 
 (i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation; 
 (ii) any other documents specified in the Schedule or any Confirmation; and 
 (iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a
payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of
such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to
be executed and to be delivered with any reasonably required certification, 
 in each case by the date specified in the
Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable. 

  
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 (b) Maintain Authorisations. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any
that may become necessary in the future. 
 (c) Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party. 

(d) Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate
and true promptly upon learning of such failure. 
 (e) Payment of Stamp Tax. Subject to Section 11, it will
pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated, organised, managed and controlled, or considered to have its seat, or in which a branch or
office through which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”) and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other
party’s execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party. 
 5. Events of Default and Termination Events 
 (a) Events of
Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an “Event of
Default”) with respect to such party: 
 (i) Failure to Pay or Deliver. Failure by the party
to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the
party; 
 (ii) Breach of Agreement. Failure by the party to comply with or perform any agreement or
obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be
complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party; 

(iii) Credit Support Default. 

(1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or
obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed; 

  
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 (2) the expiration or termination of such Credit Support Document or the
failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each
Transaction to which such Credit Support Document relates without the written consent of the other party; or 

(3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or
challenges the validity of, such Credit Support Document; 
 (iv) Misrepresentation. A
representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to
have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated; 
 (v) Default under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction
and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any
applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three
Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or
empowered to operate it or act on its behalf); 
 (vi) Cross Default. If “Cross Default”
is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however described) in respect of such party, any Credit Support Provider of such party or
any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as
specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or
(2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount
under such agreements or instruments (after giving effect to any applicable notice requirement or grace period); 

(vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified Entity of
such party: 

  
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 (1) is dissolved (other than pursuant to a consolidation, amalgamation or
merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of
its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a
petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of
an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed
for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver,
trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other
legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;
(8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in
furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or 

(viii) Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or
amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer: 

(1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support
Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or 

(2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance
by such resulting, surviving or transferee entity of its obligations under this Agreement. 
 (b) Termination
Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in
(i) below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified


  
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pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below: 

(i) Illegality. Due to the adoption of, or any change in, any applicable law after the date on which a
Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a
result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party): 
 (1)
to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or

 (2) to perform, or for any Credit Support Provider of such party to perform, any contingent or other
obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction; 
 (ii) Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into
(regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next
succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or
(2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of
such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B)); 
 (iii)
Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under
Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the
other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or
substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii); 

(iv) Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as
applying to the party, such party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets, to, another
entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the 

  
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resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in
such event, X or its successor or transferee, as appropriate, will be the Affected Party); or 
 (v)
Additional Termination Event. If any “Additional Termination Event” is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall
be as specified for such Additional Termination Event in the Schedule or such Confirmation). 
 (c) Event of Default and
Illegality. If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default. 

6. Early Termination 
 (a) Right to Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the
other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date
in respect of all outstanding Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately
upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant
proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8). 

(b) Right to Terminate Following Termination Event. 

(i) Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it,
notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require. 

(ii) Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(1) or a Tax
Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under
Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and
obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. 

  
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 If the Affected Party is not able to make such a transfer it will give
notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). 

Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written
consent of the other party, which consent will not be withheld if such other party’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed. 

(iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there
are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event. 

(iv) Right to Terminate. If: 

(1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been
effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or 
 (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party,

 either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any
Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there
is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in
respect of all Affected Transactions. 
 (c) Effect of Designation. 

(i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date
will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing. 
 (ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be
required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e). 

(d) Calculations. 
 (i) Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any,


  
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contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any
amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market
Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation. 
 (ii) Payment Date. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is
effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an
Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency,
from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. 

(e) Payments on Early Termination. If an Early Termination Date occurs, the following provisions shall apply based on the
parties’ election in the Schedule of a payment measure, either “Market Quotation” or “Loss”, and a payment method, either the “First Method” or the “Second Method”. If the parties fail to designate a
payment measure or payment method in the Schedule, it will be deemed that “Market Quotation” or the “Second Method”, as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subject to any Set-off. 
 (i) Events of Default. If
the Early Termination Date results from an Event of Default: 
 (1) First Method and Market Quotation. If
the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the
Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. 

(2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting
Party, if a positive number, the Non-defaulting Party’s Loss in respect of this Agreement. 
 (3) Second
Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the
Termination Currency Equivalent of the Unpaid 

  
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Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the
Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party. 

(4) Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the
Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of
that amount to the Defaulting Party. 
 (ii) Termination Events. If the Early Termination Date
results from a Termination Event: 
 (1) One Affected Party. If there is one Affected Party, the amount
payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be
deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated
Transactions. 
 (2) Two Affected Parties. If there are two Affected Parties: 

(A) if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions,
and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount (“X”) and the Settlement Amount of the party with the lower
Settlement Amount (“Y”) and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and 

(B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the
Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss (“X”) and the Loss of the party with the
lower Loss (“Y”). 
 If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X
will pay the absolute value of that amount to Y. 
 (iii) Adjustment for Bankruptcy. In
circumstances where an Early Termination Date occurs because “Automatic Early Termination” applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and
permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the 

  
 13 









 
relevant Early Termination Date to the date for payment determined under Section 6(d)(ii). 
 (iv) Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount
is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses. 

7. Transfer 
 Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the
prior written consent of the other party, except that: 
 (a) a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and 

(b) a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under
Section 6(e). 
 Any purported transfer that is not in compliance with this Section will be void. 

8. Contractual Currency 
 (a) Payment in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “Contractual
Currency”). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency,
except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the
Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party
required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual
Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess. 

(b) Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the
Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment
or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant


  
 14 









 
to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid
in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any
variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable
manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term “rate of
exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency. 
 (c) Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be
enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums
payable in respect of this Agreement. 
 (d) Evidence of Loss. For the purpose of this Section 8, it will be
sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made. 
 9.
Miscellaneous 
 (a) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the
parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto. 
 (b)
Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system. 
 (c) Survival of Obligations.
Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction. 
 (d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers,
remedies and privileges provided by law. 
 (e) Counterparts and Confirmations. 

(i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in
counterparts (including by facsimile transmission), each of which will be deemed an original. 

  
 15 









 (ii) The parties intend that they are legally bound by the terms of each
Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by
an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through
another effective means that any such counterpart, telex or electronic message constitutes a Confirmation. 
 (f) No
Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed
to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege. 
 (g) Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this
Agreement. 
 10. Offices; Multibranch Parties 
 (a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that,
notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation
will be deemed to be repeated by such party on each date on which a Transaction is entered into. 
 (b) Neither party may change
the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party. 
 (c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and
the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation. 
 11. Expenses 
 A Defaulting Party will, on demand, indemnify and hold
harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support
Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection. 
 12. Notices 

  
 16 









 (a) Effectiveness. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the
electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated: 
 (i)
if in writing and delivered in person or by courier, on the date it is delivered; 
 (ii) if sent by telex, on
the date the recipient’s answerback is received; 
 (iii) if sent by facsimile transmission, on the date
that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile
machine); 
 (iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return
receipt requested), on the date that mail is delivered or its delivery is attempted; or 
 (v) if sent by
electronic messaging system, on the date that electronic message is received, 
 unless the date of that delivery (or attempted
delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed
given and effective on the first following day that is a Local Business Day. 
 (b) Change of Addresses. Either
party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it. 

13. Governing Law and Jurisdiction 
 (a) Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule. 

(b) Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”),
each party irrevocably: 
 (i) submits to the jurisdiction of the English courts, if this Agreement is expressed
to be governed by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by
the laws of the State of New York; and 
 (ii) waives any objection which it may have at any time to the laying
of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any
jurisdiction over such party. 

  
 17 









 Nothing in this Agreement precludes either party from bringing Proceedings in any other
jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for
the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction. 
 (c) Service of Process. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any
Proceedings. If for any reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably
consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law. 

(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to
itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction,
order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled
in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings. 

14. Definitions 
 As used in this Agreement: 
 “Additional Termination
Event” has the meaning specified in Section 5(b). 
 “Affected Party” has the meaning
specified in Section 5(b). 
 “Affected Transactions” means (a) with respect to any Termination
Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions. 

“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled, directly or
indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of a
majority of the voting power of the entity or person. 
 “Applicable Rate” means: 

(a) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the
Default Rate; 

  
 18 









 (b) in respect of an obligation to pay an amount under Section 6(e) of either party
from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate; 
 (c) in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and 

 

	 (d)
	 in all other cases, the Termination Rate. 


 “Burdened Party” has the meaning specified in Section 5(b). 
 “Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of
any law) that occurs on or after the date on which the relevant Transaction is entered into. 

“consent” includes a consent, approval, action, authorisation, exemption, notice, filing, registration or
exchange control consent. 
 “Credit Event Upon Merger” has the meaning specified in Section 5(b).

 “Credit Support Document” means any agreement or instrument that is specified as such in this
Agreement. 
 “Credit Support Provider” has the meaning specified in the Schedule. 

“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the
relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum. 

“Defaulting Party” has the meaning specified in Section 6(a). 

“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv). 

“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.

 “Illegality” has the meaning specified in Section 5(b). 

“Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a payment under this
Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection
arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent
establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this
Agreement or a Credit Support Document). 

  
 19 









 “law” includes any treaty, law, rule or regulation (as modified, in
the case of tax matters, by the practice of any relevant governmental revenue authority) and “lawful” and “unlawful” will be construed accordingly. 

“Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for business
(including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the
parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different, in the principal
financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient
and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such
Specified Transaction. 
 “Loss” means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection
with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result
of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made
(assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include
a party’s legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is
reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets. 

“Market Quotation” means, with respect to one or more Terminated Transactions and a party making the
determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive
number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the
“Replacement Transaction”) that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each
applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required
after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be 

  
 20 









 
excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition
precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its
agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early
Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the
other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market
Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than
three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined. 
 “Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the
relevant amount. 
 “Non-defaulting Party” has the meaning specified in Section
6(a). 
 “Office” means a branch or office of a party, which may be such party’s head
or home office. 
 “Potential Event of Default” means any event which, with the giving of
notice or the lapse of time or both, would constitute an Event of Default. 
 “Reference
Market-makers” means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such
party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city. 

“Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is
incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in
relation to any payment, from or through which such payment is made. 
 “Scheduled Payment
Date” means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction. 
 “Set-off” means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is
entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer. 

  
 21 









 “Settlement Amount” means, with respect to a party and any Early
Termination Date, the sum of: 
 (a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative)
for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and 
 (b) such
party’s Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief
of the party making the determination) produce a commercially reasonable result. 
 “Specified Entity”
has the meaning specified in the Schedule. 
 “Specified Indebtedness” means, subject to
the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money. 
 “Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one
party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of
such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction,
cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any
combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation. 
 “Stamp Tax” means any stamp, registration, documentation or similar tax. 
 “Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any
government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax. 
 “Tax Event” has the meaning specified in Section 5(b). 
 “Tax Event Upon Merger” has the meaning specified in Section 5(b). 
 “Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from
an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if “Automatic Early Termination” applies, immediately before that Early
Termination Date). 

  
 22 









 “Termination Currency” has the meaning specified in the
Schedule. 
 “Termination Currency Equivalent” means, in respect of any amount denominated
in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency determined by the
party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date,
that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in
the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The
foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties. 

“Termination Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be
applicable, a Credit Event Upon Merger or an Additional Termination Event. 
 “Termination
Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts. 

“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate of
(a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which
remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery
to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required
to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any
obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of
the fair market values reasonably determined by both parties. 

  
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 IN WITNESS WHEREOF the parties have executed this document on the respective dates specified
below with effect from the date specified on the first page of this document. 
  

			
	
[                       
                 ]
  

                      
                                         
                                         
                      
 (Name of Party)
  
 By:                                 
                                         
                                         
    

Name:                     
                                         
                                         
          

Title:                     
                                         
                                         
            

Date:                     
                                         
                                         
            
	 	 FIFTH THIRD AUTO TRUST 20[ ]-[ ]

By:
[                                    ], not in its

individual capacity but solely as owner trustee

 

                      
                                         
                                         
                      
 (Name of Party)                            

 

By:                      
                                         
                                         
               

Name:                     
                                         
                                         
          

Title:                     
                                         
                                         
            

Date:                     
                                         
                                         
            



  
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 ISDA 
 International Swap Dealers Association, Inc. 
 SCHEDULE 

to the 
 Master
Agreement 
 dated as of
[                    ] 
  

					
	between [                    ] and Fifth Third Auto
Trust 200[    ] – [    ]
	(“Party A”)	 	
                              
                  (“Party B”)


 Part 1. Termination Provisions. 

 

	 (a)
	 The following shall apply: 


 (i) Termination by Party A - Events of Default. Notwithstanding the provisions of Section 5(a), the only events which will constitute Events of Default when they occur in relation to Party B
will be those events specified in Sections 5(a)(i) (Failure To Pay Or Deliver) and Section 5(a)(vii) (Bankruptcy), other than the events specified in Section 5(a)(vii)(2). 

Accordingly, the provisions of Section 5(a)(ii) (Breach Of Agreement), the provisions of Section 5(a)(iii)
(Credit Support Default), the provisions of Section 5(a)(iv) (Misrepresentation), the provisions of Section 5(a)(v) (Default Under Specified Transaction), the provisions of Section 5(a)(vi) (Cross Default), the provisions of
Section 5(a)(vii)(2) (insolvency) and the provisions of Section 5(a)(viii) (Merger Without Assumption) will in no circumstances be regarded as having given rise to an Event of Default with respect to Party B. 

(ii) Termination by Party A - Termination Events Notwithstanding the provisions of Section 5(b), and save as
otherwise provided herein, the only events which will constitute Termination Events when they occur in relation to Party B will be those events specified in Section 5(b)(i) (Illegality) and Section 5(b)(v) (Additional Termination Event).
Accordingly, the provisions of Section 5(b)(iv) (Credit Event Upon 

  
 1 








 
Merger) will not be regarded as having given rise to a Termination Event with respect to Party B and Party A may not designate an Early Termination Date related to the provisions of
Section 5(b)(ii) (Tax Event) or the provisions of Section 5(iii) (Tax Event Upon Merger). 
 (iii)
Termination by Party B - Events of Default and Termination Events. Save as otherwise provided herein, the provisions of Section 5 will apply with respect to Party A without amendment save for the provisions of
Section 5(b)(iii) will apply to Party A provided that Party A shall not be entitled to designate an Early Termination Date by reason of a Tax Event Upon Merger in respect of which it is the Affected Party. For purposes of
Section 5(a)(vi) (Cross Default), the Threshold Amount applicable to Party A shall be 3% of shareholder equity (excluding deposits). 
  

	 (b)
	 “Specified Entity” none specified in relation to either Party A or Party B. 



 

	 (c)
	 “Specified Transaction” will have the meaning specified in Section 14 of this Agreement. 



 

	 (d)
	 The “Automatic Early Termination” provision of Section 6(a) of this Agreement will not apply to Party A and will not apply to
Party B. 


  

	 (e)
	 Payments on Early Termination. For the purpose of Section 6(e) of this Agreement: 



Market Quotation will apply and the Second Method will apply; provided, however, with respect to an early
termination in which Party A is the Defaulting Party or sole Affected Party in respect of an Additional Termination Event or Tax Event Upon Merger, notwithstanding Section 6 of this Agreement, the following amendment to this Agreement set forth
in paragraphs (i) to (ix) below shall apply: 
 The definition of “Market Quotation” shall be
deleted in its entirety and replaced with the following: 
 “Market Quotation” means, with
respect to one or more Terminated Transactions, a Firm Offer which is (1) made by a Reference Market-maker that is an Eligible Replacement with Rated Debt, (2) for an amount that would be paid to Party B (expressed as a negative
number) or by Party B (expressed as a positive number) in consideration of an agreement between Party B and such Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that would have the effect of

  
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preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable
condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transactions or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that
Date, (3) made on the basis that Unpaid Amounts in respect of the Terminated Transaction or group of Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have
been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included and (4) made in respect of a Replacement Transaction with commercial terms substantially the same as those of this
Agreement (save for the exclusion of provisions relating to Transactions that are not Terminated Transactions).” 
 (iii) The definition of “Settlement Amount” shall be deleted in its entirety and replaced with the following: 

“Settlement Amount” means, with respect to any Early Termination Date, an amount (as determined by Party
B) equal to: 
  

	 	 (a)
	 If a Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions is accepted by Party B so as to become legally
binding on or before the day falling ten Local Business Days after the day on which the Early Termination Date is designated (or such later day as Party B may specify in writing to Party A, which in any event will not be later than the Early
Termination Date) (such day, the “Latest Settlement Amount Determination Day”), the Termination Currency Equivalent of the amount (whether positive or negative) of such Market Quotation; or 



 

	 	 (b)
	 If no Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions is accepted by Party B so as to become legally
binding on or before the Latest Settlement Amount Determination Day, Party B’s Loss (whether positive or negative and without reference to any Unpaid Amounts) for the relevant Terminated Transaction or group of Terminated Transactions.



 (iv) For the purpose of clause (4) of the definition of Market Quotation, Party B shall
determine in its sole discretion, acting in a commercially reasonable manner, whether a 
  
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Firm Offer is made in respect of a Replacement Transaction with commercial terms substantially the same as those of this Agreement (save for the exclusion of provisions relating to Transactions
that are not Terminated Transactions). 
 (v) Party B undertakes to use its reasonable efforts to obtain at least
one Market Quotation before the Latest Settlement Amount Determination Day. 
 (vi) Party B will be deemed to
have discharged its obligations under (v) above if it requests Party A to obtain Market Quotations, where such request is made in writing within two Local Business Days after the day on which the Early Termination Date is designated.

 (vii) if Party B requests Party A in writing to obtain Market Quotations, Party A shall use its reasonable
efforts to do so before the Latest Settlement Amount Determination Day. 
 (viii) Any amount calculated as being
due in respect of an Early Termination Date will be payable in accordance with Section 6(d)(ii), provided that if such payment is owed to Party B, it will be payable on the day that notice of the amount payable is given to Party A. 

(ix) If the Settlement Amount is a negative number, Section 6(e)(i)(3) of this Agreement shall be deleted in its
entirety and replaced with the following: 
 “Second Method and Market Quotation”. If
Second Method and Market Quotation apply, (1) Party B shall pay to Party A an amount equal to the absolute value of the Settlement Amount in respect of the Terminated Transactions, (2) Party B shall pay to Party A the Termination Currency
Equivalent of the Unpaid Amounts owing to Party A and (3) Party A shall pay to Party B the Termination Currency Equivalent of the Unpaid Amounts owing to Party B, provided that, (i) the amounts payable under (2) and (3) shall be
subject to netting in accordance with Section 2(c) of this Agreement and (ii) notwithstanding any other provision of this Agreement, any amount payable by Party A under (3) shall not be netted-off against any amount payable by Party B
under (1).”. 
  

	 (f)
	 “Termination Currency” means U.S. Dollars. 



 

	 (g)
	 Additional Termination Event will apply. Each of the following events shall constitute an Additional Termination Event hereunder:



  
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Agreement 

  
 4 








 (i) Acceleration of the Notes. The following shall constitute an
Additional Termination Event in which Party B shall be the sole Affected Party: Any acceleration of the Notes outstanding occurs following an event of default under the Indenture. 

(ii) Regulation AB Financial Disclosure. The following shall constitute an Additional Termination Event in which
Party A shall be the sole Affected Party: The failure of Party A to materially comply with or materially perform any agreement or undertaking to be complied with or performed by Party A under Part 5(t). 

(iii) S&P [or Fitch] Downgrade of Party A. The failure by Party A to post Eligible Collateral in accordance
with the terms of the Credit Support Annex or to obtain a guarantee in accordance with Part 5(q) and with the terms of the Credit Support Annex or to transfer its rights and obligations hereunder to a Qualified Counterparty in accordance with Part
5(q) shall constitute an Additional Termination Event for which Party A shall be the sole Affected Party. 
 (iv)
Moody’s First Rating Trigger Collateral. The following shall constitute an Additional Termination Event in which Party A is the sole Affected Party: Party A has failed to comply with or perform any obligation to be complied with or
performed by Party A in accordance with the Credit Support Annex from time to time entered into between Party A and Party B in relation to this Agreement and either (x) the Moody’s Second Rating Trigger Requirements do not apply or
(y) less than 30 Local Business Days have elapsed since the last time the Moody’s Second Rating Trigger Requirements did not apply. 
 (v) Moody’s Second Rating Trigger Replacement. The following shall constitute an Additional Termination Event in which Party A is the sole Affected Party: (x) The Moody’s Second
Rating Trigger Requirements apply and 30 or more Local Business Days have elapsed since the last time the Moody’s Second Rating Trigger Requirements did not apply and (y) (A) at least one Eligible Replacement has made a Firm Offer
(which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(e) below and/or (B) at least one entity with the Moody’s First Trigger Required Ratings and/or the
Moody’s Second Trigger Required Ratings has made a Firm Offer (which remains capable of becoming legally 
  

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 5 








 
binding upon acceptance by the offeree) to provide an Eligible Guarantee in respect of all of Party A’s present and future obligations under this Agreement. 

For the purpose of Part 1(e) and sub-paragraphs (iv) and (v) above: 

“Eligible Guarantee” means an unconditional and irrevocable guarantee that is provided by a guarantor as
principal debtor rather than surety and is directly enforceable by Party B, where either (A) a law firm has given a legal opinion confirming that none of the guarantor’s payments to Party B under such guarantee will be subject to
withholding for tax or (B) such guarantee provides that, in the event that any of such guarantor’s payments to Party B are subject to withholding for tax, such guarantor is required to pay such additional amount as is necessary to ensure
that the net amount actually received by Party B (free and clear of any withholding tax) will equal the full amount Party B would have received had no such withholding been required. 

“Eligible Replacement” means an entity (A) with the Moody’s First Trigger Required Ratings
and/or the Moody’s Second Trigger Required Ratings that is the subject of a legal opinion given by a law firm confirming that none of its payments to Party B will be subject to withholding for tax or (B) whose present and future
obligations owing to Party B are guaranteed pursuant to an Eligible Guarantee provided by a guarantor with the Moody’s First Trigger Required Ratings and/or the Moody’s Second Trigger Required Ratings. 

“Firm Offer” means an offer which, when made, was capable of becoming legally binding upon acceptance.

 “Moody’s Short-term Rating” means a rating assigned by Moody’s under its short-term
rating scale in respect of an entity’s short-term, unsecured and unsubordinated debt obligations 
  
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 “Relevant Entities” means Party A and any guarantor under
an Eligible Guarantee in respect of all of Party A’s present and future obligations under this Agreement. 

(A) The “Moody’s First Rating Trigger Requirements” shall apply so long as no Relevant Entity has the
Moody’s First Trigger Required Ratings. 
 An entity shall have the “Moody’s First Trigger
Required Ratings” (x) where such entity is the subject of a Moody’s Short-term Rating, if such rating is “Prime-1” and its long-term, unsecured and unsubordinated debt obligations are rated “A2” or above by
Moody’s and (y) where such entity is not the subject of a Moody’s Short-term Rating, if its long-term, unsecured and unsubordinated debt obligations are rated “A1” or above by Moody’s. 

(B) So long as the Moody’s First Rating Trigger Requirements apply, Party A will at its own cost use commercially
reasonable efforts to, as soon as reasonably practicable, (x) procure an Eligible Guarantee in respect of all of Party A’s present and future obligations under this Agreement to be provided by a guarantor with the Moody’s First
Trigger Required Ratings, (y) transfer to Party B the amount of Eligible Collateral required under the Credit Support Annex or (y) transfer this Agreement in accordance with Part 5(e) below. 

(C) The “Moody’s Second Rating Trigger Requirements” shall apply so long as no Relevant Entity has the
Moody’s Second Trigger Required Ratings. 
 An entity shall have the “Moody’s Second Trigger
Required Ratings” (x) where such entity is the subject of a Moody’s Short-term Rating, if such rating is “Prime-2” or above and its long-term, unsecured and unsubordinated debt obligations are rated “A3” or
above by Moody’s and (y) where such entity is not the subject of a Moody’s Short-term Rating, if its long-term, unsecured and unsubordinated debt obligations are rated “A3” or above by Moody’s. 

(D) So long as the Moody’s Second Rating Trigger Requirements apply, Party A will at its own cost use commercially
reasonable efforts to, as soon as reasonably practicable, either (x) procure an Eligible Guarantee in respect of all of Party A’s present and future obligations under this Agreement to be provided 

 
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by a guarantor with the Moody’s First Trigger Required Ratings and/or the Moody’s Second Trigger Required Ratings or (y) transfer this Agreement in accordance with Part 5(e) below,
and in both the case of (x) and (y), transfer to Party B the amount of Eligible Collateral required under the Credit Support Annex. 
 In the event of an Early Termination Date in respect of a Party A Rating Downgrade, a Moody’s First Rating Trigger Replacement or a Moody’s Second Rating Trigger Replacement and the entering
into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the entering into of such alternative swap arrangements. 

Part 2. Tax Representations 
  

	 (a)
	 Payer Representations. For the purpose of Section 3(e) of this Agreement, Party A will make the following representation and Party
B will make the following representation: 


 It is not required by any applicable law, as
modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e)
of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement,
(ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this
Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other
party does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position. 
  

	 (b)
	 Payee Representations. For the purpose of Section 3(f) of this Agreement, Party A and Party B will make the representations in
(i) and (ii) below. 


  

	 	 (i)
	 Party A represents that it is a [type of entity] organized under the laws of
[                    ]. 


  

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	 	 (ii)
	 Party B represents that it is a [Delaware statutory trust] organized or formed under the laws of the State of [Delaware].



 Part 3. Agreement to Deliver Documents. 

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable:

  

	 (a)
	 Tax forms, documents or certificates to be delivered are: 



Party A and Party B shall promptly deliver to the other party (or as directed) any form or document accurately completed
and in a manner reasonably satisfactory to the other party that may be required or reasonably requested in order to allow the other party to make a payment under a Transaction without any deduction or withholding for or on account of any Tax or with
such deduction or withholding at a reduced rate, promptly upon reasonable demand by the other party. 
  
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	 	 (b)
	 Other documents to be delivered are: 


  

							
	 Party required to deliver document
	 	 Form/Document/Certificate
	 	 Date by which to be delivered
	 	 Covered by Section 3(d)
Representation of this Agreement

	 Party A and Party B
	 	 Evidence of the authority of the signatories of this Agreement including specimen signatures of such signatories.
	 	 Upon execution of this Agreement.
	 	Yes
	 Party A
	 	 An opinion of counsel addressed to Party B in form and substance reasonably acceptable to Party B.
	 	 Upon execution of this Agreement.
	 	No
	 Party B
	 	 An opinion of Party B’s counsel addressed to Party A in form and substance reasonably acceptable to Party A.
	 	 Upon execution of this Agreement.
	 	No
	 Party B
	 	 A duly executed certificate of the secretary or assistant secretary of the Owner Trustee of Party B certifying the name and true signature of each person
authorized to execute this
	 	 Upon execution of this Agreement.
	 	Yes

  

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	 Party required to deliver document
	 	 Form/Document/Certificate
	 	 Date by which to be delivered
	 	 Covered by Section 3(d)
Representation of this Agreement

		 	 Agreement and enter into Transactions for Party B.
	 		 	
	 Party B
	 	 Copies of executed Indenture and Servicing Agreement.
	 	 Upon execution of such Agreements
	 	Yes
	 Party A
	 	 Financial data relating to Party A, as required pursuant to Part 5(t) of this Schedule.
	 	 As required pursuant to Part 5(t) of this Schedule.
	 	Yes
	 Party A
	 	 Executed Indemnification and Disclosure Agreement, among Party A, Fifth Third Bank, an Ohio banking corporation, Fifth Third Holdings Funding, LLC and Fifth
Third Holdings, LLC, relating to Party A’s furnished information for use in the Prospectus and other matters.
	 	 Upon or prior to execution of this Agreement
	 	Yes

 Part 4. Miscellaneous. 

 

	 (a)
	 Addresses for Notices. For the purpose of Section 12(a) of this Agreement: 



Address for notices or communications to Party A: 

 
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 Address:
[            ] 
 Attention:
[            ] 
 Facsimile
No.:                    Telephone
No.:                     
 Electronic Messaging System Details: [Not Applicable] 
 Address for
notices or communications to Party B: 
 Address: c/o
[                    ], as Owner Trustee 
                       [            
] 

                    
  [            ] 

Attention:      [            ]


Telex No.:                Not
applicable                Answerback:                Not applicable 

Facsimile No.: [            ]    
Telephone No.: [            ] 
 Electronic Messaging
System Details: [Not Applicable] 
 With a copy to: 

Fifth Third Bank 
 38 Fountain Square Plaza 
 Cincinnati, Ohio 45263 

Attention: [            ] 

Telephone No.: (513) 579-5300 

Facsimile No.: [            ] 

With a copy to the Indenture Trustee at: 

Address: [            ] 

Attention: [            ] 

Telex No.: Not applicable    Answerback: Not applicable 

Facsimile No.: [            ]    Telephone
No.: [            ] 
 Electronic Messaging System
Details: [            ] 
  

	 (b)
	 Process Agent. For the purpose of Section 13(c) of this Agreement: 



Party A appoints as its Process
Agent        [            ] 
 Party B appoints as its Process Agent        Not applicable 
  

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	 (c)
	 Notices. Section 12(a) of the Agreement is amended by adding the words in the third line thereof after the phrase “messaging
system” and before the “)” the words “; provided, however, any such notice or other communication may be given by facsimile transmission if telex is unavailable, no telex number is supplied by the party providing notice, or if
answer back confirmation is not received from the party to whom the telex is sent.” 


  

	 (d)
	 Offices. The provisions of Section 10(a) of this Agreement will apply to this Agreement. 



 

	 (e)
	 Multibranch Party. For the purpose of Section 10(c) of this Agreement: 



Party A [is] [is not] a Multibranch Party [and may act through the following offices:] 

[specify]. 
 Party B is not a Multibranch Party. 
  

	 (f)
	 Calculation Agent. The Calculation Agent is Party B, unless otherwise specified in a Confirmation in relation to the relevant Transaction.



  

	 (g)
	 Credit Support Document. Details of any Credit Support Document: 



 

			
	 With respect to Party A:
	  	 The Credit Support Annex and any guarantee in support of Party A’s obligations under this Agreement

		
	 With respect to Party B:
	  	 Not applicable


  

	 (h)
	 Credit Support Provider. Credit Support Provider means in relation to 



 

			
	 Party A:
	  	 The guarantor under any guarantee in support of Party A’s obligations under this Agreement.

		
	 Party B:
	  	 Not applicable.


  

	 (i)
	 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York (without reference to
choice of laws doctrine except Section 5-1401 and Section 5-1402 of the New York General Obligation Law). 


  

	 (j)
	 Netting of Payments. The limitation set forth in Section 2(c)(ii) of this Agreement will apply and therefore the netting in
Section 2(c) of this Agreement will be limited to the same Transaction. 


  
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	 (k)
	 “Affiliate” will have the meaning specified in Section 14 of this Agreement. 



(l) No Gross Up by Party B. Section 2(d)(i)(4) is hereby deleted and replaced by the following: 

“(4) (A) If Party A is the party so required to deduct or withhold, then Party A shall make such additional payment
as is necessary to ensure that the net amount actually received by Party B (free and clear of all Taxes, whether assessed against it or Party B) will equal the full amount Party B would have received had no such deduction or withholding been
required; and 
 (B) if Party B is the party so required to deduct or withhold, then Party B shall make the
relevant payment subject to such deduction or withholding and Party B will not be required to gross up. 
 For
the avoidance of doubt, the fact that any payment is made by Party B subject to the provisions of (B) above shall at no time affect the obligations of Party A under (A) above.” 
  
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 Part 5. Other Provisions. 

 

	 (a)
	 ISDA Definitions 


 The definitions and provisions contained in the 2000 ISDA Definitions (the “2000 Definitions”) as published by the International Swaps and Derivatives Association, Inc. are incorporated by
reference into this Agreement. The Agreement and each Transaction will be governed by the 2000 Definitions as they may be officially amended and supplemented from time to time by ISDA. 

For the sake of clarity, unless otherwise specified in this Agreement, the following documents shall govern in the order
in which they are listed in the event of any inconsistency between any of the documents: 
  

	 	 (i)
	 the Confirmation; 


  

	 	 (ii)
	 the Schedule; 


  

	 	 (iii)
	 the 2000 Definitions; and 


  

	 	 (iv)
	 the printed form of ISDA Master Agreement. 


  

	 (b)
	 Relationship Between Parties 



Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a
written agreement between the parties that expressly imposes affirmative obligations to the contrary for the Transaction): 
 (i) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it
based upon its own judgement and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it
being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. It has not received from the other party any
assurance or guarantee as to the expected results of that Transaction. 
  
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 (ii) Assessment and Understanding. It is capable of assessing the
merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.

 (iii) Status of Parties. Each party is acting as principal and not as agent and the other party is not
acting as a fiduciary for or as an advisor to it in respect of that Transaction. 
 (iv) Eligible Contract
Participant. It is an “eligible contract participant” as defined in Section 1a(12) of the U.S. Commodity Exchange Act, 7 U.S.C. Section 1a(12). 

(v) FDIC Requirements. If it is a bank subject to the requirements of 12 U.S.C. § 1823(e), the necessary
action to authorize referred to in the representation in Section 3(a)(ii) includes all authorizations required under the Federal Deposit Insurance Act as amended, including amendments effected by the Financial Institutions Reform, Recovery and
Enforcement Act of 1989, and under any agreement, writ, decree, or order entered into with such party’s supervisory authorities. At all times during the term of this Agreement, such party will continuously include and maintain as part of its
official written books and records this Agreement, this Schedule and all other exhibits, supplements, and attachments hereto and documents incorporated by reference herein, all Confirmations, and evidence of all necessary authorizations. 

(vi) ERISA.  
 (A) Party A continuously represents that it is not (i) an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), that subject to Title I of ERISA, (ii) a “plan” as defined in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or (iii) a person or entity the assets of
which constitute “plan assets” of an employee benefit plan or plan. 
 (B) Party B represents that the
purchase, holding and transfer of the Notes will, throughout the term of this Agreement, be prohibited to any person who cannot make the following deemed representation: Either (i) it is not acquiring a Note with the plan assets of an
“employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, a “plan” as defined in Section 4975 

 
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of the Code, an entity deemed to hold the plan assets of any of the foregoing or any other employee benefit plan or retirement arrangement that is subject to a law that is similar to
Section 406 of ERISA or Section 4975 of the Code; or (ii) the acquisition, holding and disposition of a Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or
a nonexempt violation of any similar applicable law. 
 Party A and Party B each agree that it will provide
notice to the other party in the event that it is aware that it is in breach of any aspect of this representation or is aware that with the passing of time, giving of notice or expiry of any applicable grace period, it will breach this
representation. 
  

	 (c)
	 Waiver of Jury Trial. Each party hereby irrevocably waives any and all rights to trial by jury with respect to any legal proceeding arising
out of or relating to this Agreement or any Transaction contemplated hereby. 


  

	 (d)
	 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of the Agreement or affecting the validity or enforceability of such provision in any other jurisdiction unless such severance shall
substantially impair the benefits of the remaining portions of this Agreement or changes the reciprocal obligations of the parties. The parties hereto shall endeavour in good faith negotiations to replace the prohibited or unenforceable provision
with a valid provision, the economic effect of which comes as close as possible to that of the prohibited or unenforceable provision. 


  

	 (e)
	 Transfers. Notwithstanding the provisions of Section 7: 



(i) No transfer by Party A of this Agreement or any interest or obligation in or of Party A under this Agreement shall be
effective unless: 
  

	 	 (A)
	 Party B consents to such transferee; 


  

	 	 (B)
	 The Rating Agency Condition shall have been satisfied; 



 

	 	 (C)
	 Party A shall have given Party B, the Servicer and the Indenture Trustee at least twenty days prior written notice of the proposed transfer; and



  
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Agreement 

  
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	 	 (D)
	 such transfer otherwise complies with the terms of the Indenture and the other Transaction Agreements. 



Upon the effectiveness of any transfer, each of Party A and Party B shall be released (in each case to the
extent of the obligations so transferred) from its obligations as a party to this Agreement without any further notification or other action. 
 (ii) Except to the extent contemplated by the Indenture, neither this Agreement nor any interest in or under this Agreement may be transferred by Party B to any other entity save with Party A’s prior
written consent (such consent not to be unreasonably withheld or delayed). 
  

	 (f)
	 Permitted Security Interest. For purposes of Section 7 of this Agreement, Party A hereby consents to the Permitted Security Interest.



 “Permitted Security Interest” means the pledge and assignment by Party B of
the Swap Collateral to the Indenture Trustee pursuant to the Indenture, and the granting to the Indenture Trustee of a security interest in the Swap Collateral pursuant to the Indenture. 

“Swap Collateral” means all right, title and interest of Party B in this Agreement, each Transaction
hereunder, and all present and future amounts payable by Party A to Party B under or in connection with this Agreement or any Transaction governed by this Agreement, including, without limitation, any transfer or termination of any such Transaction.

 “Indenture Trustee” means
[            ] or any successor, acting as Indenture Trustee pursuant to the Indenture. 
  

	 (g)
	 Absence of Certain Events. Section 3(b) of this Agreement is hereby amended by inserting the parenthetical “(with respect to Party
A only)” immediately after the phrase “No Event of Default or”. 


  

	 (h)
	 Events of Default. Section 5(a)(i) of this Agreement is hereby amended by changing the word “third” to “first” in
the phrase “if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party” and the addition of the following at the end thereof: 



 
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 “, it being understood that amounts payable by Party B are not due
except to the extent set forth in Section [4.3(a)] of the Servicing Agreement.” 
  

	 (i)
	 Payment on Early Termination. If an Early Termination Date occurs in respect of which Party A is the Defaulting Party or the sole Affected
Party with respect to an Additional Termination Event, Party B will not be required to pay any amounts payable to Party A under Section 6(e) in respect of such Early Termination Date, and Party A will not be permitted to set-off in respect of
such amounts, until payment in full of all amounts outstanding under the Notes. 


  

	 (j)
	 No Set-Off. Party A and Party B hereby waive any and all right of set-off with respect to any amounts due under this Agreement or any
Transaction, provided that nothing herein shall be construed to waive or otherwise limit the netting provisions contained in Sections 2(c) of this Agreement. 



 

	 (k)
	 Indenture. Party B hereby acknowledges that Party A is a secured party under the Indenture with respect to this Agreement, and Party B agrees
for the benefit of Party A that it will not amend the Indenture in a manner which materially and adversely affects the rights or obligations of Party A under the Indenture unless Party A shall have consented in writing to such action (and
such consent shall be deemed to have been given if Party A does not object in writing within ten (10) business days after receipt of a written request for such consent). 



 

	 (l)
	 No Recourse. The liability of Party B to Party A hereunder is limited in recourse solely to the amounts payable to Party A from the
[Available Funds, Advances made on such Payment Date and the Reserve Account Draw Amount] in accordance with the priority of payments set forth in Section [4.3(a)] of the Servicing Agreement. 



 

	 (m)
	 No Petition. Party A hereby covenants and agrees that prior to the date which is one year (or, if longer, the applicable preference period)
and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) it shall not authorize any Bankruptcy Remote Party to commence a voluntary winding-up or
other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any
jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with 


  

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 respect to such Bankruptcy Remote Party or any substantial part of its
property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit
of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) it shall not commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization,
liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This section shall survive the termination of this Agreement. 
 As used above, “Bankruptcy Remote Party” means Fifth Third Holdings Funding, LLC and Party B. 

 

	 (n)
	 Confirmation. Each party acknowledges and agrees that the Confirmation executed as of the date hereof and designated as Party A Global ID No.
[            ] shall be the only Transaction governed by this Agreement (it being understood that, in the event such Confirmations shall be amended (in any respect), such amendment shall
not constitute (for purposes of this paragraph) a separate Transaction or a separate Confirmation). Party A and Party B shall not enter into any additional Confirmations or Transactions hereunder. 



 

	 (o)
	 Potential Events of Default. Section 2(a)(iii) is amended by the deletion of the words “or Potential Event of Default”.



  

	 (p)
	 Limitation of Liability. Notwithstanding anything contained herein to the contrary, in executing this Agreement (including the Schedule,
Credit Support Annex and each Confirmation) on behalf of Party B, [            ] (the “Owner Trustee”) and the Indenture Trustee are acting solely in its capacity as
owner trustee of Party B and indenture trustee, respectively, and not in its individual capacity, and in no event shall either one of them, in their individual capacity, have any liability for the representations, warranties, covenants, agreements
or other obligations of Party B hereunder, for which recourse shall be had solely to the assets of Party B, except to the extent of its fraud, breach of trust or willful misconduct. 



 

	 (q)
	 S&P [or Fitch] Downgrade of Party A. 



In the event (i) S&P [or Fitch] assigns a short-term debt rating lower than “A-1” to Party A or
(ii) S&P [or Fitch] assigns a long-term debt rating lower than “A+” to Party A (if 
  
 Schedule to ISDA Master Agreement 

  
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Party A only has a long-term debt rating) (each such event, a “Party A Rating Downgrade”), Party A shall (A) promptly, but in no event later than two (2) Local Business
Days following the date of such Party A Rating Downgrade, give Party B, the Servicer and the Indenture Trustee written notice of the occurrence of such Party A Rating Downgrade, and (B) use commercially reasonable efforts to find a Qualified
Counterparty promptly and transfer, in accordance with and subject to the limitations of Part 5(e), its rights and obligations to Qualified Counterparty. Party A shall continue to perform its obligations and use commercially reasonable efforts to
find a Qualified Counterparty until a Qualified Counterparty is in place. The cost of finding and putting into place a Qualified Counterparty shall be borne by Party A. Not later than thirty (30) calendar days after such Party A Rating
Downgrade, if Party A has not transferred its obligations to a Qualified Counterparty in accordance with the foregoing provisions, Party A shall either (i) obtain (at Party A’s expense) an unconditional guarantee or other similar assurance
in respect of Party A’s obligations under this Agreement from a guarantor that has Rated Debt and which guarantee and guarantor satisfy the Rating Agency Condition; or (ii) transfer within thirty (30) days of such downgrade and from
time to time thereafter to Party B under the Credit Support Annex the amount of Eligible Collateral required under the Credit Support Annex. In the event Party A complies with the requirements set forth in the preceding sentence and the Party A
Rating Downgrade relates only to an action taken by S&P [or Fitch] , Party A shall not be required to find a replacement counterparty until the time at which (i) S&P [or Fitch] assigns a long-term senior unsecured debt rating lower than
BBB+ to Party A or (ii) S&P [or Fitch] withdraws its ratings assigned to Party A (each such event, a “Level Two S&P [or Fitch] Party A Downgrade”), at which time Party A must (i) transfer within one Local Business
Day of such downgrade and from time to time thereafter to Party B under the Credit Support Annex the amount of Eligible Collateral required under the Credit Support Annex and (ii) immediately (but in no event later than thirty
(30) calendar days of such downgrade) find and put into place a Qualified Counterparty. The cost of finding and putting into place a Qualified Counterparty shall be born by Party A. Once a Qualified Counterparty is in place, Party B shall
return any such Eligible Collateral to Party A pursuant to the terms of the Credit Support Annex and to the extent such Eligible Collateral has not already been applied in accordance with this Agreement or the Credit Support Annex. Party B shall
have the right to terminate this Agreement if at any time Party A fails to comply with any of its obligations under this paragraph in full and in a timely manner. 

 
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 “Rated Debt” means, with respect to a counterparty, (1) in
the case of S&P, (i) S&P assigns (x) a long-term debt rating equal to or higher than “A” to the counterparty, and (y) assigns a short-term debt rating equal to or higher than “A-1” to the counterparty (if
the counterparty has both long-term and short-term debt ratings), or (ii) S&P assigns a long-term debt rating equal to or higher than “A+” to the counterparty (if the counterparty only has a long-term debt rating), and (2) in
the case of Moody’s (i) Moody’s assigns (x) a long-term debt rating equal to or higher than “A2” to the counterparty, and (y) a short-term debt rating equal to or higher than “P1” to the counterparty (if
the counterparty has both long-term and short-term debt ratings), or (ii) Moody’s assigns a long-term debt rating equal to or higher than “A1” to the counterparty (if the counterparty only has a long-term debt rating).

 “Rating Agencies” means S&P, Moody’s [and Fitch]. 

“Rating Agency Condition” means, with respect to any event or circumstance and each Rating Agency, either
(a) written confirmation by such Rating Agency that the occurrence of such event or circumstance will not cause it to downgrade, qualify or withdraw its rating assigned to any of the Notes or (b) in the case of Moody’s only, that such
Rating Agency shall have been given notice of such event or circumstance at least ten days prior to the occurrence of such event or circumstance (or, if ten days’ advance notice is impracticable, as much advance notice as is practicable) and
such Rating Agency shall not have issued any written notice that the occurrence of such event or circumstance will cause it to downgrade, qualify or withdraw its rating assigned to the Notes. 

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies Inc. or its
successor. 
 “Servicer” means Fifth Third Bank, an Ohio banking corporation. 

Reference is made to that certain Servicing Agreement dated as of
[            ], 20[    ] (the “Servicing Agreement”) among Party B as the Issuer, Fifth Third Bank, an Ohio banking corporation, and
[            ], as Indenture Trustee. Capitalized terms used but not defined in this Agreement or this Schedule will have the meanings ascribed to them in the Servicing Agreement.

  

	 (r)
	 Definitions. 


  

Schedule to ISDA Master Agreement 

  
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 (i) As used herein: 

“Credit Support Annex” means the 1994 ISDA Credit Support Annex between Party A and Party B dated as of
[the date hereof]. 
 “Depositor” means Fifth Third Holdings Funding, LLC. 

“Eligible Collateral” has the meaning set forth in the Credit Support Annex. 

[“Fitch” means Fitch, Inc. or its successor.] 

“Free Writing Prospectus” means any free writing prospectus prepared in connection with the public
offering of the Notes. 
 “Moody’s” means Moody’s Investors Service, Inc. or its
successor. 
 “Notes” mean the asset-backed notes issued by Party B under the Indenture.

 “Preliminary Prospectus Supplement” means any preliminary prospectus supplement prepared in
connection with the public offering and sale of the Notes. 
 “Prospectus Supplement” means any
prospectus supplement prepared in connection with the public offering and sale of the Notes. 

“Qualified Counterparty” means a counterparty that (a) has Rated Debt and (b) becomes a party
to this Agreement (or party to an agreement in form and substance satisfactory to Party B, the Servicer and the Indenture Trustee) in accordance with Part 5(e) of this Schedule and pursuant to documentation which is not less favorable to Party B
than this Agreement. 
  

	 (s)
	 Amendments. Section 9(b) of this Agreement is hereby amended by inserting the following at the end thereof:



 it being a further condition to any such amendment or modification that the Rating Agency
Condition shall have been satisfied. 
  

	 (t)
	 Regulation AB Financial Disclosure. 



Subject to the last two paragraphs of this clause (t), so long as Party B, the Depositor or any of such parties’
Affiliates (collectively, “Fifth Third”) shall file reports in respect of 
  
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the Notes with the Securities and Exchange Commission (the “SEC”) pursuant to Sections 13(a) or 15(d) of the the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), Party A agrees to Deliver within ten (10) calendar days of receipt of a written request therefor by Party B or the Depositor, such information relating to Party A as may be necessary to enable Fifth Third to
comply with any SEC disclosure requirements, including without limitation information concerning Party A required by Items 1115 of Regulation AB and Forms 8-K, 10-D and 10-K and any information to be provided pursuant to or in accordance with any
SEC comments to any of the foregoing; it being understood that Fifth Third shall not be required to voluntarily suspend its reporting obligation with respect to the Notes at any time. To the extent necessary to comply with Regulation AB, Party A
shall obtain any necessary auditor’s consents related to any financial statements of Party A required to be incorporated by reference into any Free Writing Prospectus, Preliminary Prospectus Supplement or Prospectus Supplement or report filed
by Fifth Third with the SEC and promptly to forward to the Depositor any such auditor consents obtained. The information provided, or authorized to be incorporated by reference, by Party A pursuant to this Part 5(t) is referred to as the
“Additional Information.” 
 For the purpose of this Part 5(t): 

“Deliver” includes actual delivery or transmission of information in an EDGAR-compatible format or, in
the case of any financial information required to be delivered pursuant to Item 1115 of Regulation AB and Forms 8-K, 10-D and 10-K, making such financial information available in an EDGAR-compatible format for incorporation by reference to
the extent permitted by Regulation AB, together with actual delivery of all necessary auditor’s consents. 

“EDGAR” means the SEC’s Electronic Data Gathering, Analysis and Retrieval system. 

“Regulation AB” means Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the SEC in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518,
70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the SEC, or as may be provided by the SEC or its staff from time to time. 
  

Schedule to ISDA Master Agreement 

  
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 If at any time during a period that reports are being filed with respect to
Party B and the Notes in accordance with the Exchange Act and the rules and regulations of the SEC, as reasonably calculated by the Depositor, the “significance percentage” of this Agreement for any class of the Notes is [8]% or more,
Party A shall within [five (5)] Local Business Days following receipt of request therefor demonstrate to the satisfaction of the the Depositor that it is able to provide the Additional Information required under Item 1115(b)(1) of Regulation AB
for Party A. If Party A is unable to satisfy the Depositor as to its ability to provide such information, Party A shall within [five (5)] Local Business Days following receipt of request therefor, at the sole expense of Party A, without any expense
or liability to the Depositor or Party B, either (i) post Eligible Collateral, in form, substance and amount satisfactory to the Depositor, or (ii) cause a Qualified Counterparty (which satisfies the Rating Agency Condition and any other
requirements of this Agreement, including the requirement to deliver the indemnification and contribution agreement referred to in Part 3(b)) to replace Party A as party to this Agreement that has agreed to Deliver any information, report,
certification or accountants’ consent when and as required under this Part 5(t) hereof.  
 If at any
time during a period that reports are being filed with respect to Party B and the Notes in accordance with the Exchange Act and the rules and regulations of the SEC, as reasonably calculated by the Depositor, the “significance percentage”
of this Agreement for any class of the Notes is [18]% or more, Party A shall within [five (5)] Local Business Days following receipt of request therefor demonstrate to the satisfaction of the Depositor that it is able to provide the Additional
Information required under Item 1115(b)(2) of Regulation AB for Party A. If Party A is unable to satisfy the Depositor as to its ability to provide such information, Party A shall within [five (5)] Local Business Days following receipt of
request therefor, at the sole expense of Party A, without any expense or liability to the Depositor or Party B, cause a Qualified Counterparty (which satisfies the Rating Agency Condition and any other requirements of this Agreement, including the
requirement to deliver the indemnification and contribution agreement referred to in Part 3(b)) to replace Party A as party to this Agreement that has agreed to Deliver any information, report, certification or accountants’ consent when and as
required under this Part 5(t) hereof. 
  
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to ISDA Master Agreement 

  
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	 FIFTH THIRD AUTO TRUST 200[    ] – [    ]

	
	 By: [            ], not in its individual capacity but solely as owner
trustee

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
	
	 [            ]

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


  
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Master Agreement 

  
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