FORM OF AMENDED AND RESTATED TRUST AGREEMENT (Holding Trust) between EXETER AUTOMOBILE RECEIVABLES TRUST 2023-5 Seller and WILMINGTON TRUST COMPANY Owner Trustee Dated as of October 22, 2023Trust Agreement • November 9th, 2023 • Exeter Automobile Receivables Trust 2023-5 • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 22, 2023, between EXETER AUTOMOBILE RECEIVABLES TRUST 2023-5, a Delaware statutory trust, as depositor (the “Seller”), and WILMINGTON TRUST COMPANY, a Delaware trust company, as Owner Trustee, amends and restates in its entirety that certain Trust Agreement dated as of May 12, 2023 (the “Initial Trust Agreement”), between EFCAR, LLC, as depositor (the “Initial Depositor”) and the Owner Trustee.
FORM OF CUSTODIAN AGREEMENT amongCustodian Agreement • November 9th, 2023 • Exeter Automobile Receivables Trust 2023-5 • Asset-backed securities • New York
THIS CUSTODIAN AGREEMENT, dated as of October 22, 2023, is made with respect to the issuance of Notes and Certificates by Exeter Automobile Receivables Trust 2023-5 (the “Issuer”), and is among EXETER FINANCE LLC, as custodian (in such capacity, the “Custodian”), EXETER FINANCE LLC, as servicer (in such capacity, the “Servicer”), and CITIBANK, N.A., a national banking association, as indenture trustee (in such capacity, the “Indenture Trustee”). Capitalized terms used herein which are not defined herein shall have the meanings set forth in the Sale and Servicing Agreement (as hereinafter defined).
FORM OF CONTRIBUTION AGREEMENT between EXETER HOLDINGS TRUST 2023-5 Transferee and EXETER AUTOMOBILE RECEIVABLES TRUST 2023-5 Transferor Dated as of October 22, 2023Contribution Agreement • November 9th, 2023 • Exeter Automobile Receivables Trust 2023-5 • Asset-backed securities • New York
THIS CONTRIBUTION AGREEMENT, dated as of October 22, 2023, is executed between Exeter Holdings Trust 2023-5, a Delaware statutory trust, as Transferee (“Transferee”) and Exeter Automobile Receivables Trust 2023-5, a Delaware statutory trust, as Transferor (“Transferor”).
FORM OF PURCHASE AGREEMENT between EFCAR, LLC Purchaser and EXETER FINANCE LLC Seller Dated as of October 22, 2023Purchase Agreement • November 9th, 2023 • Exeter Automobile Receivables Trust 2023-5 • Asset-backed securities • New York
THIS PURCHASE AGREEMENT, dated as of October 22, 2023, executed between EFCAR, LLC, a Delaware limited liability company, as purchaser (“Purchaser”) and Exeter Finance LLC, a Delaware limited liability company, as Seller (“Seller”).
FORM OF AMENDED AND RESTATED TRUST AGREEMENT (Issuer) between EFCAR, LLC Seller and WILMINGTON TRUST COMPANY Owner Trustee Dated as of October 22, 2023Trust Agreement • November 9th, 2023 • Exeter Automobile Receivables Trust 2023-5 • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 22, 2023, between EFCAR, LLC, a Delaware limited liability company, as depositor (the “Seller”), and WILMINGTON TRUST COMPANY, a Delaware trust company, as Owner Trustee, amends and restates in its entirety that certain Trust Agreement dated as of May 12, 2023, between the Seller and the Owner Trustee.
FORM OF SALE AND SERVICING AGREEMENT among EXETER HOLDINGS TRUST 2023-5, Holding Trust, EFCAR, LLC, Seller, EXETER FINANCE LLC, Servicer, EXETER AUTOMOBILE RECEIVABLES TRUST 2023-5, Issuer, and CITIBANK, N.A., Indenture Trustee and Backup Servicer...Sale and Servicing Agreement • November 9th, 2023 • Exeter Automobile Receivables Trust 2023-5 • Asset-backed securities • New York
SALE AND SERVICING AGREEMENT dated as of October 22, 2023, among EXETER HOLDINGS TRUST 2023-5, a Delaware statutory trust (the “Holding Trust”), EFCAR, LLC, a Delaware limited liability company (the “Seller”), EXETER FINANCE LLC, a Delaware limited liability company (the “Servicer”), EXETER AUTOMOBILE RECEIVABLES TRUST 2023-5, a Delaware statutory trust (“Issuer”), and CITIBANK, N.A., a national banking association, in its capacity as Indenture Trustee and as Backup Servicer.
FORM OF ACCESSION AGREEMENTAccession Agreement • November 9th, 2023 • Exeter Automobile Receivables Trust 2023-5 • Asset-backed securities
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:
