0000898432-12-000935 Sample Contracts

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FORM OF ASSET PURCHASE AGREEMENT between as Loan Seller, and HUNTINGTON FUNDING, LLC, as Purchaser Dated as of [ ]
Asset Purchase Agreement • August 22nd, 2012 • Huntington Funding, LLC • Asset-backed securities • New York

ASSET PURCHASE AGREEMENT dated as of [ ], between [ ], a national banking association (“Huntington”), as seller of loans (in such capacity, the “Loan Seller”), and HUNTINGTON FUNDING, LLC, a Delaware limited liability company, as purchaser (the “Purchaser”).

FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • August 22nd, 2012 • Huntington Funding, LLC • Asset-backed securities • New York

THIS ADMINISTRATION AGREEMENT, dated as of [ ] (this “Agreement”), is between Huntington Auto Trust 20[ ]-[ ], a Delaware statutory trust (the “Issuing Entity”), The Huntington National Bank, a national banking association (“Huntington”), as Administrator (the “Administrator”), [ ], as Owner Trustee (the “Owner Trustee”) and [ ], a New York banking corporation, not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”).

FORM OF AMENDED AND RESTATED TRUST AGREEMENT between HUNTINGTON FUNDING, LLC and as Owner Trustee Amended and Restated as of [ ]
Trust Agreement • August 22nd, 2012 • Huntington Funding, LLC • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT (this “Agreement”), dated as of [ ], is between Huntington Funding, LLC, a Delaware limited liability company (the “Initial Beneficiary”), [ ], a Delaware banking association, as owner trustee (the “Owner Trustee”).

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