UNDERWRITING AGREEMENT

Exhibit 1.1

FIFTH THIRD AUTO TRUST 2008-1

FIFTH THIRD HOLDINGS FUNDING, LLC

(DEPOSITOR)

$201,000,000 2.73023% Auto Loan Asset Backed Class A-1 Notes

$102,000,000 3.58% Auto Loan Asset Backed Class A-2-A Notes

$143,000,000 LIBOR + 1.25% Auto Loan Asset Backed Class A-2-B Notes

$157,000,000 4.07% Auto Loan Asset Backed Class A-3-A Notes

$84,000,000 4.81% Auto Loan Asset Backed Class A-4-A Notes

$30,000,000 LIBOR + 2.00% Auto Loan Asset Backed Class A-4-B Notes

UNDERWRITING AGREEMENT

March 26, 2008

Barclays Capital Inc.,

as a Representative of the

Several Underwriters

200 Park Avenue, 5 ^th Floor

New York, New York 10166

Credit Suisse Securities (USA) LLC,

as a Representative of the

Several Underwriters

11 Madison Avenue, 4 ^th Floor

New York, New York 10010

Ladies and Gentlemen:

SECTION 1. Introductory . Fifth Third Holdings Funding, LLC (the “ Depositor ”) proposes to cause Fifth Third Auto Trust 2008-1 (the “Issuer”) to transfer $201,000,000 aggregate principal amount of 2.73023% Auto Loan Asset Backed Class A-1 Notes (the “ Class A-1 Notes ”), $102,000,000 aggregate principal amount of 3.58% Auto Loan Asset Backed Class A-2-A Notes (the “ Class A-2-A Notes ”), $143,000,000 aggregate principal amount of LIBOR + 1.25% Auto Loan Asset Backed Class A-2-B Notes (the “ Class A-2-B Notes ”), $157,000,000 aggregate principal amount of 4.07% Auto Loan Asset Backed Class A-3-A Notes (the “ Class A-3-A Notes ”), $84,000,000 aggregate principal amount of 4.81% Auto Loan Asset Backed Class A-4-A Notes (the “ Class A-4-A Notes ”) and $30,000,000 aggregate principal amount of LIBOR + 2.00% Auto Loan Asset Backed Class A-4-B Notes (the “ Class A-4-B Notes ”, and together with the Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3-A Notes and the Class A-4-B Notes, the “ Class A Notes ”) to the several underwriters set forth on

Schedule I (each, an “ Underwriter ” and collectively, the “ Underwriters ”), for whom you are acting as representatives (the “ Representatives ”). The Issuer will also issue an additional $33,000000 aggregate principal amount of Class A-4-A Notes (the “Retained Class A-4-A Notes”), $20,925,000 aggregate principal amount of 5.51% Auto Loan Asset Backed Class B Notes (the “ Class B Notes ”), $20,514,000 aggregate principal amount of 6.08% Auto Loan Asset Backed Class C Notes (the “ Class C Notes ”) and $23,386,000 aggregate principal amount of 6.66% Auto Loan Asset Backed Class D Notes (the “ Class D Notes ”, and together with the Class A Notes, the Class B Notes and the Class C Notes, the “ Notes ”). The Retained Class A-4-A Notes, the Class B Notes, the Class C Notes and the Class D Notes initially will be retained by the Depositor. The Notes will be issued pursuant to an Indenture, dated as of March 31, 2008 (as amended, supplemented or modified from time to time, the “ Indenture ”), between the Issuer and The Bank of New York, as indenture trustee (in such capacity, the “ Indenture Trustee ”). The Notes will be secured by the assets of the Issuer. The assets of the Issuer include, among other things, motor vehicle retail installment sale contracts or installment loans secured by a combination of new or used automobiles or light-duty trucks (the “ Receivables ”) and certain related rights. The Receivables will be sold to the Issuer by the Depositor and will be serviced for the Issuer by Fifth Third Bank, an Ohio banking corporation (the “ Ohio Bank ”), as servicer (in such capacity, the “ Servicer ”).

Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Appendix A to the Sale and Servicing Agreement, dated as of March 31, 2008 (as amended, supplemented or modified from time to time, the “ Sale and Servicing Agreement ”), among the Servicer, the Issuer, the Depositor and the Indenture Trustee. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), the Underwriters, the Depositor, and the Ohio Bank hereby agree that the “ Closing Date ” shall be March 31, 2008, 10:00 a.m., New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Representatives and the Depositor).

The Depositor has prepared and filed with the Securities and Exchange Commission (the “ Commission ”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ Securities Act ”), a shelf registration statement on Form S-3 (having the registration number 333-144316), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the Closing Date or, the Depositor has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the provisions of the Securities Act, a new shelf registration statement on Form S-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Securities Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Underwriting Agreement (this “ Agreement ”), the most recent such amendment is effective upon filing with the Commission pursuant to Rule 462 of the Securities Act or has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be

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part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act, is referred to in this Agreement as the “ Registration Statement .” The Depositor proposes to file with the Commission pursuant to Rule 424(b) under the Securities Act (“ Rule 424(b) ”) a supplement (the “ Prospectus Supplement ”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “ Base Prospectus ”) relating to the Notes and the method of distribution thereof. The Base Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ Prospectus .”

Prior to 1:00 p.m. (Eastern Time) (U.S.) on March 26, 2008 (i.e., the date and time the first Contract of Sale (as defined below) for the Notes (the “ Time of Sale ”) was entered into as designated by the Representatives), the Depositor had prepared a preliminary prospectus, dated March 26, 2008 (subject to completion). As used herein, “ Preliminary Prospectus ” means, with respect to any date or time referred to herein, the most recent preliminary Prospectus (as amended or supplemented, if applicable), which has been prepared and delivered by the Depositor to the Underwriters in accordance with the provisions hereof.

Pursuant to this Agreement, and subject to the terms hereof, the Depositor agrees to sell to the Underwriters, the respective principal amount of each class of Class A Notes set forth opposite the name of such Underwriter on Schedule I .

SECTION 2. Representations and Warranties . Each of the Depositor and the Ohio Bank severally represents and warrants (as to itself) to the Underwriters, as of the date hereof (unless specified otherwise) and as of the Closing Date, as follows:

(a) (i) The Depositor has prepared and filed the Registration Statement with the Commission in accordance with the provisions of the Securities Act, including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission. The conditions to the use of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Securities Act, have been satisfied with respect to the Registration Statement. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or threatened by the Commission.

(ii) On the most recent effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Securities Act, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and, on the date hereof and on the Closing Date, the Prospectus will conform in all material respects with the applicable requirements of the Securities Act, and (x) the Registration Statement will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (y) the Prospectus and the Designated Static Pool Information (as defined below), taken together, will not contain any untrue statement of a material

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fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided , however , that the foregoing does not apply to (I) that part of the Registration Statement which constitutes the Statements of Eligibility of Qualification (Form T-1) of the Indenture Trustee or other indenture trustees under the Trust Indenture Act or (II) Underwriter Information (as defined in Section 9(b) hereof). As used herein the term “ Designated Static Pool Information ” shall mean the static pool information referred to in the Preliminary Prospectus, including the static pool information set forth in Appendix A – “ Static Pool Information Regarding Certain Previous Receivables Pools ” but deemed to be excluded from the Registration Statement and Prospectus pursuant to Item 1105(d) of Regulation AB.

(iii) The Preliminary Prospectus and the Designated Static Pool Information, taken together at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided , however , that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information contained in or omitted from the Preliminary Prospectus based upon Underwriter Information (as defined in Section 9(b) hereof).

(iv) Other than the Preliminary Prospectus and the Prospectus, the Issuer (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication”, including any “free writing prospectus” (both as defined in Rule 405 under the Securities Act), that constitutes an offer to sell or solicitation of any offer to buy the Notes.

(b) The documents incorporated by reference in the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto (other than documents filed by Persons other than the Depositor), when they became or become effective under the Securities Act or were or are filed with the Commission under the Exchange Act, as the case may be, conformed or will conform in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder.

(c) As of the Closing Date and as of the date hereof, each of the Depositor’s and Issuer’s representations and warranties in the Transaction Documents will be true and correct.

(d) The execution, delivery and performance by the Depositor or the Ohio Bank, as applicable, of this Underwriting Agreement, and each Transaction Document to which it is a party, and the issuance and sale of the Notes, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability

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company or corporate action on the part of the Depositor or the Ohio Bank, respectively. Neither the execution and delivery by the Depositor or the Ohio Bank, as applicable, of such instruments, nor the performance by the Depositor or the Ohio Bank, respectively, of the transactions herein or therein contemplated, nor the compliance by the Depositor or the Ohio Bank, as applicable, with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the terms and provisions of, or constitute a default under, any of the provisions of the limited liability company agreement, certificate of formation, articles of incorporation or by-laws, as applicable, of such entity, (ii) result in a material conflict with any of the provisions of any judgment, decree or order binding on the Depositor or the Ohio Bank, as applicable, or its properties, (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Depositor or the Ohio Bank, as applicable, is a party or by which it is bound, (iv) conflict with, contravene or constitute a violation of any law, statute, ordinance, rule or regulation to which it is subject, or (v) result in the creation or imposition of any lien, charge or encumbrance upon any of the Depositor’s or the Ohio Bank’s, as applicable, property pursuant to the terms of any such indenture, mortgage, contract or other instrument.

(e) The Depositor or the Ohio Bank, as applicable, has duly executed and delivered this Underwriting Agreement and, as of the Closing Date, will have duly executed and delivered each Transaction Document to which it is a party. When executed and delivered by the parties thereto, each of the Indenture and each Transaction Document to which the Depositor or the Ohio Bank is a party will constitute the legal, valid and binding obligation of the Depositor or the Ohio Bank, as applicable, enforceable against such entity in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and to general principles of equity. All approvals, authorizations, consents, filings, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Underwriting Agreement and the Indenture have been or will be taken or obtained on or before the Closing Date.

(f) The Notes, when validly issued pursuant to the Indenture and sold to the Underwriters pursuant to this Underwriting Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and the Prospectus and will be validly issued and entitled to the benefits and security afforded by the Indenture. As of the Closing Date, the Issuer’s pledge of the Receivables to the Indenture Trustee pursuant to the Indenture will vest in the Indenture Trustee, for the benefit of the Noteholders and the Swap Counterparty, a perfected security interest therein, subject to no prior lien, mortgage security interest, pledge, adverse claim, charge or other encumbrance, except as may be permitted by the terms of the Transaction Documents.

(g) Neither the Depositor nor the Ohio Bank nor anyone acting on their behalf has taken any action that would require registration of the Depositor or the Issuer under the Investment Company Act of 1940, as amended (the “ Investment Company Act ”); nor will the

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Depositor or the Ohio Bank act, nor has either of them authorized nor will either of them authorize any person to act, in such manner.

(h) There are no actions, suits or proceedings pending or, to the knowledge of the Depositor or the Ohio Bank, threatened against the Depositor or the Ohio Bank before or by any governmental authority that (i) assert the invalidity or unenforceability of this Underwriting Agreement or any of the other Transaction Documents, (ii) seek to prevent the issuance or sale of the Notes or the consummation of any of the transactions contemplated by this Underwriting Agreement or any of the other Transaction Documents, (iii) seek any determination or ruling that would materially and adversely affect the performance by the Depositor or the Ohio Bank of its obligations under this Underwriting Agreement or any of the other Transaction Documents or the collectibility or enforceability of the Receivables, (iv) relate to the Depositor or the Ohio Bank that would materially and adversely affect the federal or applicable state income, excise, franchise or similar tax attributes of the Notes or (v) could reasonably have a material adverse effect on the Noteholders.

(i) As of the Closing Date and as of the date hereof, the Ohio Bank’s representations and warranties in the Transaction Documents (other than the representations and warranties concerning the characteristics of the Receivables which representations and warranties will be true and correct in all material respects as of the date set forth in the applicable Transaction Document) will be true and correct.

(j) The Indenture has been duly qualified under the Trust Indenture Act of 1939 (the “ Trust Indenture Act ”), as amended.

(k) Since December 31, 2007, there has not occurred any material adverse change, or any development involving a prospective material adverse change, in or affecting the condition, financial or otherwise, earnings, business or operations of the Depositor or the Ohio Bank and their respective subsidiaries, taken as a whole, except as disclosed to you in writing prior to the date hereof.

(l) The Depositor acknowledges that in connection with the offering of the Notes: (1) the Underwriters have acted at arms’ length, are not agents of, and owe no fiduciary duties to, the Depositor or any other person, (2) the Underwriters owe the Depositor only those duties and obligations set forth in this Agreement and (3) the Underwriters may have interests that differ from those of the Depositor. The Depositor waives to the fullest extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offer of the Notes.

(m) As of the Closing Date, there are no contracts or documents that are required to be filed as exhibits to the Registration Statement that have not been so filed.

(n) The Depositor was not, on the date on which the first bona fide offer of the Notes sold pursuant to this Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Securities Act.

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(o) As of the Closing Date, the Transaction Documents will conform in all material respects to the description thereof contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, as then amended and supplemented.

SECTION 3. Purchase, Sale and Delivery of Notes . On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective principal amount of each class of Class A Notes set forth opposite the name of such Underwriter on Schedule I at a purchase price equal to the following percentages of the aggregate principal amounts thereof: (i) in the case of the Class A-1 Notes, 99.88000%, (ii) in the case of the Class A-2-A Notes, 99.84884%, (iii) in the case of the Class A-2-B Notes, 99.86000%, (iv) in the case of the Class A-3-A Notes, 99.82563%, (v) in the case of the Class A-4-A Notes, 99.79059% and (vi) in the case of the Class A-4-B Notes, 99.80000%. Delivery of and payment for the Notes shall be made at the Chicago offices of Mayer Brown LLP, at 10:00 a.m. (New York City time) on the Closing Date. Delivery of one or more global notes representing Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Depositor. The global notes to be so delivered shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“ DTC ”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes representing the Notes will be available only under limited circumstances.

SECTION 4. Offering by Underwriters .

(a) Subject to the satisfaction of the conditions in Section 6 , each Underwriter shall purchase the Class A Notes for resale upon the terms and conditions set forth in the Prospectus. If the Prospectus specifies an initial public offering price or a method by which the price at which such Class A Notes are to be sold, then after the Class A Notes are released for sale to the public, the Underwriters may vary from time to time the public offering price, selling concessions and reallowances to dealers that are members of the National Association of Securities Dealers, Inc. (“ NASD ”) and other terms of sale hereunder and under such selling arrangements.

(b) Notwithstanding the foregoing, each Underwriter agrees that it has not and will not offer or sell any Notes within the United States, its territories or possessions or to persons who are citizens thereof or residents therein, except in transactions that are not prohibited by any applicable securities, bank regulatory or other applicable law.

(c) Notwithstanding the foregoing, each Underwriter agrees that it has not and will not violate any applicable securities laws in its offer or sale of any Notes within any other country, its territories or possessions or to persons who are citizens thereof or residents therein.

(d) Each Underwriter agrees that:

(i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and

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Markets Act 2000, as amended (the “ FSMA ”) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer;

(ii) it has complied and will comply with all applicable provisions of the Public Offers of Securities Regulations 1995, as amended (the “ Regulations ”) and the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and

(iii) after the Closing Date, it will provide the Depositor with a list of all foreign jurisdictions related to any written confirmations of sale of Notes it has sent.

(e) Each Underwriter agrees that (i) if the Prospectus is not delivered with the confirmation in reliance on Rule 172 under the Securities Act, it will include in every confirmation sent out by such Underwriter the notice required by Rule 173 under the Securities Act informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from such Underwriter; (ii) if a paper copy of the Prospectus is requested by a person who receives a confirmation, such Underwriter shall deliver a printed or paper copy of such Prospectus; and (iii) if an electronic copy of the Prospectus is delivered by an Underwriter for any purpose, such copy shall be the same electronic file containing the Prospectus in the identical form transmitted electronically to such Underwriter by or on behalf of the Depositor specifically for use by such Underwriter pursuant to this Section 4(e) ; for example, if the Prospectus is delivered to an Underwriter by or on behalf of the Depositor in a single electronic file in .pdf format, then such Underwriter will deliver the electronic copy of the Prospectus in the same single electronic file in .pdf format. Each Underwriter further agrees that if it delivers to an investor the Prospectus in .pdf format, upon such Underwriter’s receipt of a request from the investor within the period for which delivery of the Prospectus is required, such Underwriter will promptly deliver or cause to be delivered to the investor, without charge to the investor, a paper copy of the Prospectus.

(f) Prior to the Closing Date, the Representatives shall notify the Ohio Bank and the Depositor of (i) the date on which the Preliminary Prospectus is first used and (ii) the Time of Sale to which such Preliminary Prospectus Supplement relates.

(g) Each Underwriter represents and agrees (i) that it did not enter into any Contract of Sale for any Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Notes, deliver to each investor to whom Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the Depositor), prior to the applicable time of any such Contract of Sale with respect to such investor, the Preliminary Prospectus.

(h) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “ Relevant Member State ”), each Underwriter represents and agrees with the Depositor that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “ Relevant Implementation Date ”) it has not made and will not make an offer of Notes to the public in that

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Relevant Member State prior to the publication of a prospectus in relation to the Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State at any time:

(i) to legal entities that are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

(ii) to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

(iii) in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this Section 4(h) , (A) the expression an “ offer of Notes to the public ” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (B) the expression “ Prospectus Directive ” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State and (C) the countries comprising the “ European Economic Area ” are Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Slovak Republic, Romania, Slovenia, Spain, Sweden, United Kingdom, Iceland, Liechtenstein and Norway.

(i) If the Depositor, the Ohio Bank or an Underwriter determines or becomes aware that any “written communication” (as defined in Rule 405 under the Securities Act) (including without limitation the Preliminary Prospectus) or oral statement (when considered in conjunction with all information conveyed at the time of the “contract of sale” within the meaning of Rule 159 under the Securities Act and all Commission guidance relating to such rule (the “ Contract of Sale ”)) made or prepared by the Depositor or such Underwriter contains an untrue statement of material fact or omits to state a material fact necessary to make the statements, in light of the circumstances under which they were made, not misleading at the time that a Contract of Sale was entered into, either the Depositor or such Underwriter may prepare corrective information, with notice to the other party and, if applicable, the other Underwriters, and such Underwriter shall deliver such information in a manner reasonably acceptable to both parties, to any person with whom a Contract of Sale was entered into based on such written communication or oral statement, and such information shall provide any such person with the following:

(i) adequate disclosure of the contractual arrangement;

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(ii) adequate disclosure of the person’s rights under the existing Contract of Sale at the time termination is sought;

(iii) adequate disclosure of the new information that is necessary to correct the misstatements or omissions in the information given at the time of the original Contract of Sale; and

(iv) a meaningful ability to elect to terminate or not terminate the prior Contract of Sale and to elect to enter into or not enter into a new Contract of Sale.

Any costs or losses incurred in c