On the Closing Date: (a) Exeter, as seller, and EFCAR, as purchaser, will enter into a Purchase Agreement, to be dated as of
March 10, 2024 (the
“Purchase Agreement”), pursuant to which Exeter will transfer certain
sub-prime automobile loan contracts (the
“Receivables”) to EFCAR; (b) Exeter Holdings Trust 2024-2 (the
“Holdings Trust”), EFCAR, as seller, Exeter, as servicer (in such capacity, the
“Servicer”), the Trust and Citibank, N.A., as indenture trustee
(in such capacity, the
“Indenture Trustee”) and as backup servicer (in such capacity, the
“Backup Servicer”), will enter into a Sale and Servicing Agreement, to be dated as of
March 10, 2024 (the
“Sale and Servicing Agreement”), pursuant to which
EFCAR will transfer the Receivables to the Trust and the Receivables will be serviced by the Servicer; (c) the Holdings Trust, as transferee, and the Trust, as transferor, will enter into a Contribution Agreement, to be dated as of
March
10, 2024 (the “Contribution Agreement), pursuant to which the Receivables will be contributed by the Trust to the Holdings Trust; (d) EFCAR and Wilmington Trust Company, as owner trustee, will enter into an Amended and
Restated Trust Agreement of the Trust, to be dated as of
March 10, 2024; (e) the Trust and Wilmington Trust Company, as owner trustee, will enter into an Amended and Restated Trust Agreement of the Holdings Trust, to be dated as of
March 10, 2024;
(f) the Trust, the Servicer and Clayton Fixed Income Services LLC, as asset representations reviewer (the
“Asset Representations Reviewer”), will enter into an Asset Representations Review Agreement, to be dated as of
March 10, 2024 (the
“Asset
Representations Review Agreement”), pursuant to which the Asset Representations Reviewer will agree to review certain representations regarding the Receivables in certain circumstances; (g) the Trust, the Holdings Trust and the Indenture Trustee
will enter into an Indenture, to be dated as of
March 10, 2024 (the
“Indenture”), pursuant to which the Notes will be issued and a security interest in the Receivables will be granted to the Indenture Trustee; (h) Exeter, as custodian (in such
capacity, the
“Custodian”), the Servicer and the Indenture Trustee will enter into a Custodian Agreement, to be dated as of
March 10, 2024 (the
“Custodian Agreement”), pursuant to which the Custodian will maintain custody of certain files related
to the Receivables; and (j) the Trust and the Indenture Trustee will enter into an Accession Agreement, to be dated as of
April 5, 2024 (the
“Accession Agreement”), pursuant to which the Trust and the Indenture Trustee will become parties to the
Intercreditor Agreement, dated
December 9, 2022 (the
“Intercreditor Agreement”), among the Servicer, Citibank, N.A., as intercreditor agent (in such capacity, the
“Intercreditor Agent”), and each other party that becomes a party thereto from time
to time pursuant to an accession agreement, related to one or more accounts which are the subject of the Deposit Account Control Agreement, dated
December 9, 2022 (the
“Deposit Account Control Agreement”), among the Servicer, the Intercreditor
Agent and Wells Fargo Bank, National Association, as lockbox bank (the
“Lockbox Bank”).