ACCESSION AGREEMENT
Exhibit 10.7
Execution Version
Reference is hereby made to that certain Intercreditor Agreement, dated as of December 9, 2022 (as amended, restated, supplemented or otherwise modified from time to
time, the “Agreement”), among (i) Exeter Finance LLC, as servicer, (ii) Citibank, N.A., as intercreditor agent, and (iii) each Other Party that becomes a party thereto pursuant to the terms thereof. Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in the Agreement.
This is an Accession Agreement and is being entered into pursuant to the Agreement. Each undersigned Other Party hereby: (i) acknowledges and confirms that it has
received a copy of the Agreement, (ii) agrees to be bound by the terms and conditions of the Agreement as if it were an original signatory thereto, (iii) acknowledges that it only has and will only have at any time rights to Remittances in respect
of the Receivables that are owned by or pledged at such time to such Other Party pursuant to a Transaction Document under the related Transaction described in (A) below:
A. Name
of Transaction (name of issuing entity): Exeter Automobile Receivables Trust 2023-2.
B. Identification
of Indenture: Indenture, dated as of April 23, 2023, among Exeter Automobile Receivables Trust 2023-2, Exeter Holdings Trust 2023-2 and Citibank, N.A., as indenture trustee.
X. Xxxxxxxx,
N.A., as an Other Party, hereby advises that, for purposes of the Agreement, the following shall apply with respect to such Other Party:
| 1. |
Address of Other Party:
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Citibank, N.A.
000 Xxxxxxxxx Xxxxxx
New York, New York 10013
Attention: Citibank Agency & Trust, EART 2023-2
| 2. |
Designation(s) under the Agreement:
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Indenture Trustee and Secured Party
D. Exeter
Automobile Receivables Trust 2023-2, as an Other Party, hereby advises that, for purposes of the Agreement, the following shall apply with respect to such Other Party:
| 1. |
Address of Other Party:
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c/o Wilmington Trust Company
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration
With copies to:
c/o Exeter Finance LLC
2101 X. Xxxx Xxxxxxxxx Freeway
Irving, Texas 75063
Attention: Chief Financial Officer
and
c/o Exeter Finance LLC
2101 X. Xxxx Xxxxxxxxx Freeway
Irving, Texas 75063
Attention: Chief Legal Officer
| 2. |
Designation(s) under the Agreement: SPE
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| 3. |
Name of related Owner Trustee: Wilmington Trust Company
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[Signature pages follow.]
2
IN WITNESS WHEREOF, the Other Party identified below has executed this Accession Agreement as of the 17th day of May 2023.
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Citibank, N.A., not in its individual capacity but
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solely as Indenture Trustee
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By:
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/s/ Xxxxxxxx Xxxxxx
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Name:
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Xxxxxxxx Xxxxxx | ||
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Title:
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Senior Trust Officer | ||
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EXETER AUTOMOBILE RECEIVABLES
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TRUST 2023-2
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By:
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Wilmington Trust Company, not in its
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individual capacity but solely as Owner Trustee
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| By: |
/s/ Xxxx Xxxxx |
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| Name: |
Xxxx Xxxxx |
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| Title: |
Vice President |
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