Exhibit 10.2

    

    FORM OF SALE AGREEMENT

    among

    EFCAR, LLC

      Purchaser

    EXETER FINANCE LLC

      Representation Provider

    and

    EXETER FLOW INTERMEDIARY TRUST

      Seller

    Dated as of April 30, 2021

    
      
        


    

    
    TABLE OF CONTENTS

    Page

    	
            ARTICLE 1.

          	
            DEFINITIONS

          	
            1

          
	
            SECTION 1.1

          	
            General

          	
            1

          
	
            SECTION 1.2

          	
            Specific Terms

          	
            1

          
	
            SECTION 1.3

          	
            Usage of Terms

          	
            2

          
	
            SECTION 1.4

          	
            [Reserved]

          	
            3

          
	
            SECTION 1.5

          	
            No Recourse

          	
            3

          
	
            SECTION 1.6

          	
            Action by or Consent of Noteholders and Certificateholders

          	
            3

          
	
            ARTICLE 2.

          	
            CONVEYANCE OF THE EFIT RECEIVABLES AND THE EFIT OTHER CONVEYED PROPERTY

          	
            3

          
	
            SECTION 2.1

          	
            Conveyance of the EFIT Receivables and the EFIT Other Conveyed Property

          	
            3

          
	
            ARTICLE 3.

          	
            REPRESENTATIONS AND WARRANTIES

          	
            4

          
	
            SECTION 3.1

          	
            Representations and Warranties of Seller

          	
            4

          
	
            SECTION 3.2

          	
            Representations and Warranties of Purchaser

          	
            6

          
	
            SECTION 3.3

          	
            Representations and Warranties of Representation Provider

          	
            8

          
	
            ARTICLE 4.

          	
            COVENANTS OF SELLER

          	
            12

          
	
            SECTION 4.1

          	
            Protection of Title of Purchaser

          	
            12

          
	
            SECTION 4.2

          	
            Other Liens or Interests

          	
            13

          
	
            SECTION 4.3

          	
            Costs and Expenses

          	
            13

          
	
            ARTICLE 5.

          	
            REPURCHASES

          	
            14

          
	
            SECTION 5.1

          	
            Repurchase of EFIT Receivables Upon Breach of Warranty

          	
            14

          
	
            SECTION 5.2

          	
            Reassignment of Purchased EFIT Receivables

          	
            14

          
	
            SECTION 5.3

          	
            Waivers

          	
            15

          
	
            ARTICLE 6.

          	
            MISCELLANEOUS

          	
            15

          
	
            SECTION 6.1

          	
            Liabilities of Seller and Representation Provider

          	
            15

          
	
            SECTION 6.2

          	
            Merger or Consolidation of Seller, Representation Provider or Purchaser

          	
            15

          
	
            SECTION 6.3

          	
            Limitation on Liability of Seller, Representation Provider and Others

          	
            16

          
	
            SECTION 6.4

          	
            Seller and Representation Provider May Own Notes or Certificates

          	
            16

          
	
            SECTION 6.5

          	
            Amendment

          	
            16

          
	
            SECTION 6.6

          	
            Notices

          	
            17

          
	
            SECTION 6.7

          	
            Severability of Provisions

          	
            18

          
	
            SECTION 6.8

          	
            Intention of the Parties

          	
            18

          
	
            SECTION 6.9

          	
            Governing Law; Jurisdiction

          	
            19

          
	
            SECTION 6.10

          	
            Waiver of Jury Trial

          	
            19

          
	
            SECTION 6.11

          	
            Counterparts

          	
            19

          


    

    

    
      i

      
        


    

    	
            SECTION 6.12

          	
            Subsequent Conveyance of the EFIT Receivables and the EFIT Other Conveyed Property

          	
            19

          
	
            SECTION 6.13

          	
            Nonpetition Covenant

          	
            20

          
	 	 	 
	 	 	 


    

    

    	
            SCHEDULES

              
	
            Schedule A —

          	
            Schedule of EFIT Receivables

          	 
	
            Schedule B —

          	
            Representations and Warranties from the Representation Provider as to the EFIT Receivables

          	 


    
      ii

      
        


    

    SALE AGREEMENT

    THIS SALE AGREEMENT, dated as of April 30, 2021, executed among EFCAR, LLC, a Delaware limited
      liability company, as purchaser (“Purchaser”), Exeter Flow Intermediary Trust, a Delaware statutory trust, as Seller (“Seller”) and Exeter Finance LLC, a Delaware limited liability company, as Representation Provider (“Representation
        Provider”).

    W I T N E S S E T H :

    WHEREAS Exeter Flow Trust-1 has previously purchased the EFIT Receivables and EFIT Other Conveyed
      Property, among other things, pursuant to the Whole Loan Sale and Servicing Agreement dated as of March 26, 2018 (as modified, supplemented, restated or otherwise amended from time to time, the “Whole Loan Sale and Servicing Agreement”), among
      Exeter Finance LLC, as seller and as servicer, Exeter Flow Trust-1, as purchaser, and Wells Fargo Bank, National Association, as backup servicer and as account bank;

    WHEREAS the Seller will purchase the EFIT Receivables and EFIT Other Conveyed Property pursuant to
      the Sale Agreement dated as of April 30, 2021 (the “EFIT Sale Agreement”), by and between Exeter Flow Trust-1, as seller, and the Seller, as purchaser;

    WHEREAS, Purchaser has agreed to purchase from the Seller, and the Seller, pursuant to this
      Agreement, is transferring to Purchaser the EFIT Receivables and EFIT Other Conveyed Property.

    NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter contained,
      and for other good and valuable consideration, the receipt of which is acknowledged, Purchaser, Seller and Representation Provider, intending to be legally bound, hereby agree as follows:

    ARTICLE 1.

      

      DEFINITIONS

    SECTION 1.1      General.  The specific terms defined in this Article include the plural
      as well as the singular.  The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision, and Article, Section, Schedule and Exhibit
      references, unless otherwise specified, refer to Articles and Sections of and Schedules and Exhibits to this Agreement.  Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Sale and
      Servicing Agreement, dated as of April 30, 2021 (the “Sale and Servicing Agreement”), by and among EFCAR, LLC, as seller, Exeter Finance LLC, in its individual capacity and as Servicer, Exeter Automobile Receivables Trust 2021-2, as Issuer,
      Exeter Holdings Trust 2021-2, as Holding Trust, and Wells Fargo Bank, National Association, as Backup Servicer and as Indenture Trustee.

    SECTION 1.2      Specific Terms.  Whenever used in this Agreement, the following words and
      phrases, unless the context otherwise requires, shall have the following meanings:

    
      
        


    

    
    

    

    “Agreement” means this Sale Agreement and all amendments hereof and supplements hereto.

    “Closing Date” means June 2, 2021.

    “Contract” means a motor vehicle retail installment sale contract or promissory note.

    “EFIT Other Conveyed Property” means all property conveyed by the Seller to the Purchaser
      pursuant to Section 2.1(a)(2) through (8).

    “EFIT Receivables” means the Contracts listed on Schedule A attached hereto (which Schedule
      may be in the form of microfiche or a disk).

    “Indenture Trustee” means Wells Fargo Bank, National Association, as indenture trustee and
      any successor indenture trustee appointed and acting pursuant to the Indenture.

    “Issuer” means Exeter Automobile Receivables Trust 2021-2.

    “Owner Trustee” means Wilmington Trust Company, as Owner Trustee appointed and acting
      pursuant to the Trust Agreement.

    “Related Documents” means the Notes, the Certificates, the Custodian Agreement, the Sale
      and Servicing Agreement, the Indenture, the Asset Representations Review Agreement, the Trust Agreement, the Holding Trust Agreement, the Lockbox Account Agreement, the Purchase Agreement, the Contribution Agreement and the Underwriting Agreement. 
      The Related Documents to be executed by any party are referred to herein as “such party’s Related Documents,” “its Related Documents” or by a similar expression.

    “Repurchase Event” means the occurrence of a breach of any of the Representation Provider’s
      representations and warranties set forth in Section 3.3(a).

    “Sale Agreement Collateral” has the meaning specified in Section 6.8.

    “Sale and Servicing Agreement” has the meaning specified in Section 1.1.

    “Schedule of EFIT Receivables” means the Contracts sold and transferred pursuant to this
      Agreement which is attached hereto as Schedule A.

    “Schedule of Representations” means the Schedule of Representations and Warranties attached
      hereto as Schedule B.

    SECTION 1.3      Usage of Terms.  With respect to all terms used in this Agreement, the
      singular includes the plural and the plural the singular; words importing any gender include the other gender; references to “writing” include printing, typing, lithography, and other means of reproducing words in a visible form; references to
      agreements and other contractual instruments include all subsequent amendments thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement or the Sale

    
      2

      
        


    

    

    

    and Servicing Agreement; references to Persons include their permitted successors and assigns; and the terms
      “include” or “including” mean “include without limitation” or “including without limitation.”

    SECTION 1.4      [Reserved].

    SECTION 1.5      No Recourse.  Without limiting the obligations of Seller hereunder, no
      recourse may be taken, directly or indirectly, under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against any stockholder, officer, director or manager, as such, of Seller, or of any predecessor or
      successor of Seller.

    SECTION 1.6      Action by or Consent of Noteholders and Certificateholders.  Whenever any
      provision of this Agreement refers to action to be taken, or consented to, by the Noteholders or the Certificateholders, such provision shall be deemed to refer to the Noteholder or the Certificateholder, as the case may be, of record as of the
      Record Date immediately preceding the date on which such action is to be taken, or consent given, by Noteholders or Certificateholders.  Solely for the purposes of any action to be taken, or consented to, by Noteholders or Certificateholders, any
      Note or Certificate registered in the name of the Seller or any Affiliate thereof shall be deemed not to be outstanding; provided, however, that, solely for the purpose of determining whether the Indenture Trustee is entitled to rely upon any such
      action or consent, only Notes or Certificates which the Owner Trustee or the Indenture Trustee, respectively, knows to be so owned shall be so disregarded.

    ARTICLE 2.

      

      CONVEYANCE OF THE EFIT RECEIVABLES

      AND THE EFIT OTHER CONVEYED PROPERTY

    SECTION 2.1      Conveyance of the EFIT Receivables and the EFIT Other Conveyed Property.

    (a)            Subject to the terms and conditions of this
        Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to
        the following described property (collectively, the “EFIT Receivables and the EFIT Other Conveyed Property”):

    (1)            the EFIT Receivables and all moneys received
        thereon after the Cutoff Date;

    (2)            the security interests in the Financed Vehicles
        granted by Obligors pursuant to the EFIT Receivables and any other interest of the Seller in such Financed Vehicles;

    (3)            any proceeds and the right to receive proceeds
        with respect to the EFIT Receivables from claims on any physical damage, credit life or disability insurance

    
      3

      
        


    

    

    

    policies covering Financed Vehicles or Obligors and any proceeds from the repossession or
      liquidation of the EFIT Receivables;

    (4)            any proceeds from any EFIT Receivable repurchased
        by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement;

    (5)            all rights under any Service Contracts on the
        related Financed Vehicles;

    (6)            the related Receivable Files;

    (7)            all of the Seller’s (i) Accounts, (ii) Chattel
        Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (1) through (6); and

    (8)            all proceeds and investments with respect to
        items (1) through (7).

    It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this
      Agreement shall constitute a sale of the EFIT Receivables and the EFIT Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liens, and the beneficial interest in and title to the EFIT Receivables and
      the EFIT Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.

    (b)            Simultaneously with the conveyance of the EFIT
        Receivables and the EFIT Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller consideration equal to the fair market value of the EFIT Receivables sold by Seller, consisting of (i) cash
        payable by wire transfer of immediately available funds and (ii) the remainder as Certificates (representing a portion of the equity in the Issuer).

    ARTICLE 3.

      

      REPRESENTATIONS AND WARRANTIES

    SECTION 3.1      Representations and Warranties of Seller.  Seller makes the following
      representations and warranties as of the date hereof and as of the Closing Date on which Purchaser relies in purchasing the EFIT Receivables and the EFIT Other Conveyed Property and in transferring the EFIT Receivables and the EFIT Other Conveyed
      Property to the Issuer under the Sale and Servicing Agreement.  Such representations are made as of the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment of the EFIT Receivables and the EFIT Other Conveyed
      Property hereunder, the sale, transfer and assignment thereof by Purchaser to the Issuer under the Sale and Servicing Agreement, the contribution thereof by the Issuer to the Holding Trust pursuant to the Contribution Agreement, and the pledge
      thereof by the Holding Trust to the Indenture Trustee under the Indenture.  Seller and Purchaser agree that Purchaser will assign to Issuer all Purchaser’s rights under this

    
      4

      
        


    

    

    

    Agreement and that the Indenture Trustee will thereafter be entitled to enforce this Agreement against Seller in the
      Indenture Trustee’s own name on behalf of the Noteholders.

    (a)            Organization and Good Standing.  Seller
        has been duly organized and is validly existing as a Delaware statutory trust in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently
        owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the EFIT Receivables and the EFIT Other Conveyed Property to be transferred to Purchaser.

    (b)            Due Qualification.  Seller is duly
        qualified to do business as a foreign statutory trust, is in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such
        qualification.

    (c)            Power and Authority.  Seller has the power
        and authority to execute and deliver this Agreement and to carry out its terms; Seller has full power and authority to sell and assign the EFIT Receivables and the EFIT Other Conveyed Property to be sold and assigned to and deposited with Purchaser
        hereunder and has duly authorized such sale and assignment to Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by Seller by all necessary corporate action.

    (d)          No Consent Required.  Seller is not
        required to obtain the consent of any other Person, or any consent, license, approval or authorization or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery or performance of
        this Agreement, except for such as have been obtained, effected or made.

    (e)            Valid Sale; Binding Obligations.  This
        Agreement has been duly executed and delivered, shall effect a valid sale, transfer and assignment of the EFIT Receivables and the EFIT Other Conveyed Property to the Purchaser, enforceable against Seller and creditors of and purchasers from
        Seller; and this Agreement constitutes legal, valid and binding obligations of Seller enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the
        enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law.

    (f)            No Violation.  The consummation of the
        transactions contemplated by this Agreement, and the fulfillment of the terms of this Agreement, shall not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice, lapse of time or both) a
        default under, the certificate of trust or trust agreement of Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which Seller is a party or by which it is bound, or result in the creation or imposition of any Lien
        upon any of its properties pursuant to the terms of any such indenture, agreement,

    
      5

      
        


    

    

    

    mortgage, deed of trust or other instrument, other than this Agreement, the Sale and Servicing
      Agreement and the Indenture, or violate any law, order, rule or regulation applicable to Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Seller or
      any of its properties.

    (g)          No Proceedings.  There are no proceedings
        or investigations pending or, to Seller’s knowledge, threatened against Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over Seller or its properties (i)
        asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that might materially and adversely affect the performance by
        Seller of its obligations under, or the validity or enforceability of, this Agreement or (iv) seeking to affect adversely the federal income tax or other federal, state or local tax attributes of, or seeking to impose any excise, franchise,
        transfer or similar tax upon, the transfer and acquisition of the EFIT Receivables and the EFIT Other Conveyed Property hereunder or under the Sale and Servicing Agreement.

    (h)            Solvency.  The Seller is not insolvent,
        nor will the Seller be made insolvent by the transfer of the EFIT Receivables, nor does the Seller anticipate any pending insolvency.

    (i)            True Sale.  The EFIT Receivables are being
        transferred with the intention of removing them from Seller’s estate pursuant to Section 541 of the Bankruptcy Code, as the same may be amended from time to time.

    (j)            Chief Executive Office and Principal Place of
          Business.  As of the Closing Date, the chief executive office and principal place of business of Seller is located at c/o Wilmington Trust, National Association, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
        Attention: Corporate Trust Administration.

    SECTION 3.2      Representations and Warranties of Purchaser.  Purchaser makes the
      following representations and warranties as of the date hereof and as of the Closing Date, on which Seller relies in selling, assigning, transferring and conveying the EFIT Receivables and the EFIT Other Conveyed Property to Purchaser hereunder. 
      Such representations are made as of the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment of the EFIT Receivables and the EFIT Other Conveyed Property hereunder, the sale, transfer and assignment thereof by
      Purchaser to the Issuer under the Sale and Servicing Agreement, the contribution thereof by the Issuer to the Holding Trust pursuant to the Contribution Agreement, and the pledge thereof by the Holding Trust to the Indenture Trustee under the
      Indenture.

    (a)            Organization and Good Standing.  Purchaser
        has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are
        currently owned and such business is currently conducted, and had at all relevant times, and has, full power, authority and legal right to acquire and own the EFIT Receivables and the EFIT Other Conveyed Property, and to

    
      6

      
        


    

    

    

    transfer the EFIT Receivables and the EFIT Other Conveyed Property to the Issuer pursuant to the
      Sale and Servicing Agreement.

    (b)           Due Qualification.  Purchaser is duly
        qualified to do business as a foreign limited liability company, is in good standing, and has obtained all necessary licenses and approvals in all jurisdictions where the failure to do so would materially and adversely affect Purchaser’s ability to
        acquire the EFIT Receivables or the EFIT Other Conveyed Property, and to transfer the EFIT Receivables and the EFIT Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement, or the validity or enforceability of the EFIT
        Receivables and the EFIT Other Conveyed Property or to perform Purchaser’s obligations hereunder and under the Purchaser’s Related Documents.

    (c)            Power and Authority.  Purchaser has the
        power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the EFIT Receivables and the EFIT Other Conveyed Property hereunder; and the execution, delivery and performance of this
        Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action.

    (d)            No Consent Required.  Purchaser is not
        required to obtain the consent of any other Person, or any consent, license, approval or authorization or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery or performance of
        this Agreement and the Related Documents, except for such as have been obtained, effected or made.

    (e)           Binding Obligation.  This Agreement
        constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership,
        liquidation and other similar laws and to general equitable principles.

    (f)            No Violation.  The execution, delivery and
        performance by Purchaser of this Agreement, the consummation of the transactions contemplated by this Agreement and the Related Documents and the fulfillment of the terms of this Agreement and the Related Documents do not and will not conflict
        with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of Purchaser, or conflict with or breach
        any of the terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement, mortgage, deed of trust or other instrument to which Purchaser is a party or by which Purchaser is bound or to
        which any of its properties are subject, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than this Agreement,
        the Sale and Servicing Agreement and the Indenture), or violate any law, order, rule or regulation, applicable to Purchaser or its properties, of any federal or state regulatory body, any court, administrative agency, or other governmental
        instrumentality having jurisdiction over Purchaser or any of its properties.

    
      7

      
        


    

    

    

    (g)            No Proceedings.  There are no proceedings
        or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its
        properties:  (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any
        determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the
        federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the EFIT Receivables and the EFIT Other Conveyed Property hereunder or the transfer of the EFIT
        Receivables and the EFIT Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement.

    In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller
      covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, Certificates, pass-through certificates or
      other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full.  Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be
      specifically enforced by Purchaser, Issuer or by the Indenture Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholders.

    SECTION 3.3      Representations and Warranties of Representation Provider.  The
      Representation Provider makes the following representations and warranties as of the date hereof and as of the Closing Date on which Purchaser relies in purchasing the EFIT Receivables and the EFIT Other Conveyed Property and in transferring the EFIT
      Receivables and the EFIT Other Conveyed Property to the Issuer under the Sale and Servicing Agreement.  Such representations are made as of the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment of the EFIT
      Receivables and the EFIT Other Conveyed Property hereunder, the sale, transfer and assignment thereof by Purchaser to the Issuer under the Sale and Servicing Agreement, the contribution thereof by the Issuer to the Holding Trust pursuant to the
      Contribution Agreement, and the pledge thereof by the Holding Trust to the Indenture Trustee under the Indenture.  Any inaccuracy in any of such representations or warranties shall be deemed not to constitute a breach of such representations or
      warranties if such inaccuracy does not affect the ability of the Issuer to receive and retain payment in full on such EFIT Receivable.  Seller and Purchaser agree that Purchaser will assign to Issuer all Purchaser’s rights under this Agreement and
      that the Indenture Trustee will thereafter be entitled to enforce this Agreement against the Representation Provider in the Indenture Trustee’s own name on behalf of the Noteholders.

    (a)            Schedule of Representations.  The
        representations and warranties set forth on the Schedule of Representations with respect to the EFIT Receivables are true and correct.

    
      8

      
        


    

    

    

    (b)            Organization and Good Standing. 
        Representation Provider has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such
        properties are currently owned and such business is currently conducted.

    (c)            Due Qualification.  Representation
        Provider is duly qualified to do business as a foreign limited liability company, is in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its
        business requires such qualification.

    (d)            Power and Authority.  Representation
        Provider has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; and the execution, delivery and performance of this Agreement has been duly authorized by
        Representation Provider by all necessary corporate action.

    (e)           No Consent Required.  Representation
        Provider is not required to obtain the consent of any other Person, or any consent, license, approval or authorization or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery or
        performance of this Agreement and the Related Documents, except for such as have been obtained, effected or made.

    (f)            Valid Sale; Binding Obligations.  This
        Agreement and Seller’s Related Documents have been duly executed and delivered, shall effect a valid sale, transfer and assignment of the EFIT Receivables and the EFIT Other Conveyed Property to the Purchaser, enforceable against Seller and
        creditors of and purchasers from Seller; and this Agreement constitute legal, valid and binding obligations of Representation Provider enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy,
        insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding
        in equity or at law.

    (g)            No Violation.  The consummation of the
        transactions contemplated by this Agreement and the Related Documents, and the fulfillment of the terms of this Agreement and the Related Documents, shall not conflict with, result in any breach of any of the terms and provisions of, or constitute
        (with or without notice, lapse of time or both) a default under, the articles of incorporation or bylaws of Representation Provider, or any indenture, agreement, mortgage, deed of trust or other instrument to which Representation Provider is a
        party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, the Sale
        and Servicing Agreement and the Indenture, or violate any law, order, rule or regulation applicable to Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction
        over Representation Provider or any of its properties.

    
      9

      
        


    

    

    

    (h)           No Proceedings.  There are no proceedings
        or investigations pending or, to Representation Provider’s knowledge, threatened against Representation Provider, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over
        Representation Provider or its properties (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this
        Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Representation Provider of its obligations under, or the validity or enforceability of, this
        Agreement or any of the Related Documents or (iv) seeking to affect adversely the federal income tax or other federal, state or local tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and
        acquisition of the EFIT Receivables and the EFIT Other Conveyed Property hereunder or under the Sale and Servicing Agreement.

    (i)            Solvency.  The Representation Provider is
        not insolvent, nor does the Representation Provider anticipate any pending insolvency.

    (j)            Chief Executive Office and Principal Place of
          Business.  As of the Closing Date, the chief executive office and principal place of business of Seller is located at c/o Wilmington Trust, National Association, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
        Attention: Corporate Trust Administration.

    (k)            Schedule of EFIT Receivables.  The
        information set forth in the Schedule of EFIT Receivables has been produced from the Electronic Ledger and was true and correct in all material respects as of the close of business on the Cutoff Date.

    (l)            Adverse Selection.  No selection
        procedures adverse to the Noteholders were utilized in selecting the EFIT Receivables from those receivables owned by Exeter Flow Trust-1 which met the selection criteria set forth in this Agreement.

    (m)            Chattel Paper.  The EFIT Receivables
        constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the UCC as in effect in the States of New York and Delaware.

    (n)            One Original.  There is only one original
        executed copy (or with respect to “electronic chattel paper”, one authoritative copy) of each Contract.  With respect to Contracts that are “electronic chattel paper”, each authoritative copy (a) is unique, identifiable and unalterable (other than
        with the participation of the Custodian in the case of an addition or amendment of an identified assignee and other than a revision that is readily identifiable as an authorized or unauthorized revision) and (b) has been communicated to and is
        maintained by or on behalf of the Custodian, solely for the benefit of the Indenture Trustee.

    (o)            Not an Authoritative Copy.  With respect
        to Contracts that are “electronic chattel paper”, each copy of the authoritative copy and any copy of a copy are readily identifiable as copies that are not the authoritative copy.

    
      10

      
        


    

    

    

    (p)            Revisions.  With respect to Contracts that
        are “electronic chattel paper”, the related EFIT Receivables have been established in a manner such that (a) all copies or revisions that add or change an identified assignee of the authoritative copy of each such Contract must be made with the
        participation of the Custodian and (b) all revisions of the authoritative copy of each such Contract must be readily identifiable as an authorized or unauthorized revision.

    (q)            Pledge or Assignment.  With respect to
        Contracts that are “electronic chattel paper”, the authoritative copy of each Contract communicated to the Custodian has no marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the
        Custodian.

    (r)            Contract Possession.  With respect to any
        EFIT Receivables that constitute tangible chattel paper, (a) the fully executed original Contracts (which may contain electronic, facsimile or manual signatures) are in the possession of the Custodian and the Indenture Trustee has received a
        Custodian’s Acknowledgment (as defined in the Custodian Agreement) from the Custodian that the Custodian is holding such fully executed original Contracts solely on behalf and for the benefit of the Indenture Trustee, as pledgee of the Issuer or
        (b) the Custodian received possession of such fully executed original Contracts after the Indenture Trustee received a Custodian’s Acknowledgment (as defined in the Custodian Agreement) from the Custodian that the Custodian is acting solely as
        agent of the Indenture Trustee, as pledgee of the Issuer.

    (s)          Security Interest in Financed Vehicle. 
        This Agreement creates a valid and continuing security interest (as defined in the UCC) in the EFIT Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and
        purchasers from the Seller.  Immediately after the sale, transfer and assignment thereof by the Seller to the Purchaser, each EFIT Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle
        in favor of the Purchaser as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for
        taxes, labor or materials affecting a Financed Vehicle).

    (t)            All Filings Made.  Seller has caused or
        will have caused, within ten days after the Closing Date, the filing of all appropriate financing statements in the proper filing office in the State of Delaware under applicable law in order to perfect the security interest in the EFIT Receivables
        granted to the Purchaser hereunder.

    (u)            No Impairment.  Other than the security
        interest granted to the Purchaser pursuant to this Agreement and except any other security interests that have been fully released and discharged as of the Closing Date, the Seller has not pledged, assigned, sold, granted a security interest in, or
        otherwise conveyed any of the EFIT Receivables.  The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the EFIT Receivables other than any
        financing statement relating to the security interest granted to the

    
      11

      
        


    

    

    

    Purchaser hereunder or that has been terminated.  The Seller is not aware of any judgment, ERISA
      or tax lien filings against it.

    (v)            Lockbox Account.  Each Obligor has been,
        or will be, directed to make all payments on their related EFIT Receivable to the Lockbox Bank for deposit into the Lockbox Account.

    (w)            Perfection.  The Seller has taken all
        steps necessary to perfect its security interest against the related Obligors in the property securing the EFIT Receivables.

    ARTICLE 4.

      

      COVENANTS OF SELLER

    SECTION 4.1      Protection of Title of Purchaser.

    (a)            At or prior to the Closing Date, Seller shall
        have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFIT Receivables and the EFIT Other Conveyed Property being sold by it to Purchaser
        as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required.  From time to time thereafter, Seller shall authorize and file such financing statements and cause to be
        authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement in the EFIT Receivables and the EFIT Other
        Conveyed Property and in the proceeds thereof.  Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available
        following such filing.  In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller.  In furtherance of the foregoing, the Seller hereby
        authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or
        the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.8 of this Agreement.  Such financing statements may describe the collateral in the same
        manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection
        of the security interest in the collateral granted to the Purchaser herein.  The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller
        or the Issuer.

    (b)            Seller shall not change its name, identity, state
        of formation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph
        (a) above seriously misleading within the

    
      12

      
        


    

    

    

    meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the
      Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements.

    (c)            Seller shall give Purchaser, the Issuer and the
        Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC.  Seller shall at all times maintain (i) each office
        from which it services EFIT Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America.

    (d)            Prior to the Closing Date, Seller has maintained
        accounts and records as to each EFIT Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFIT Receivable, including payments and recoveries made
        and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFIT Receivable and the Principal Balance as of the Cutoff Date.  Seller shall maintain its computer systems so that,
        from and after the time of sale under this Agreement of the EFIT Receivables to Purchaser, the conveyance of the EFIT Receivables by Purchaser to the Issuer and the contribution of the EFIT Receivables by the Issuer to the Holding Trust, Seller’s
        master computer records (including archives) that shall refer to an EFIT Receivable indicate clearly that such EFIT Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the
        Holding Trust.  Indication of the Holding Trust’s ownership of an EFIT Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFIT Receivable shall become a Purchased Receivable or shall have been paid in
        full pursuant to the terms of the Sale and Servicing Agreement.

    (e)            If at any time Seller shall propose to sell,
        grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes,
        records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFIT Receivable (other than an EFIT Receivable that is a Purchased Receivable), shall indicate clearly that such EFIT Receivable
        has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

    SECTION 4.2      Other Liens or Interests.  Except for the conveyances hereunder, Seller
      will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on the EFIT Receivables or the EFIT Other Conveyed Property or any interest therein, and Seller shall defend the right, title,
      and interest of Purchaser and the Issuer in and to the EFIT Receivables and the EFIT Other Conveyed Property against all claims of third parties claiming through or under Seller.

    SECTION 4.3      Costs and Expenses.  Seller shall pay all reasonable costs and
      disbursements in connection with the performance of its obligations hereunder.

    
      13

      
        


    

    

    

    ARTICLE 5.

      

      REPURCHASES

    SECTION 5.1      Repurchase of EFIT Receivables Upon Breach of Warranty.  Upon the
      occurrence of a Repurchase Event, Representation Provider shall, unless the breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase the EFIT Receivable relating thereto from the Issuer if and
      only if the interests of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with the repurchase of the EFIT Receivable, Representation Provider shall deposit the Purchase Amount in full, without
      deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement.  Any such breach will be deemed not to have a material and adverse effect on the interests of the Noteholders in the EFIT Receivable if such
      breach has not affected the ability of the Issuer or Noteholders to receive and retain timely payment in full on such EFIT Receivable.  It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Representation
      Provider to repurchase any EFIT Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Representation Provider for such breach available to Purchaser, the Issuer, the
      Backup Servicer, the Noteholders, the Certificateholders, the Indenture Trustee on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholders.  The provisions of this Section 5.1 are intended to grant the Issuer and the
      Indenture Trustee a direct right against Representation Provider to demand performance hereunder, and in connection therewith, Representation Provider waives any requirement of prior demand against Purchaser with respect to such repurchase
      obligation.  Any such repurchase shall take place in the manner specified in Section 3.2 of the Sale and Servicing Agreement.  Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation
      of Representation Provider under this Section shall not terminate upon a termination of Representation Provider as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure
      of the Servicer or Purchaser to perform any of their respective obligations with respect to such EFIT Receivable under the Sale and Servicing Agreement.

    SECTION 5.2      Reassignment of Purchased EFIT Receivables.  Upon deposit in the
      Collection Account of the Purchase Amount of any EFIT Receivable repurchased by Representation Provider under Section 5.1 hereof, Purchaser and the Issuer shall take such steps as may be reasonably requested by Representation Provider in order to
      assign to Representation Provider all of Purchaser’s and the Issuer’s right, title and interest in and to such EFIT Receivable and all security and documents and all EFIT Other Conveyed Property conveyed to Purchaser and the Issuer directly relating
      thereto, without recourse, representation or warranty, except as to the absence of Liens created by or arising as a result of actions of Purchaser or the Issuer.  Such assignment shall be a sale and assignment outright, and not for security.  If,
      following the reassignment of a Purchased Receivable, in any enforcement suit or legal proceeding, it is held that Representation Provider may not enforce any such EFIT Receivable on the ground that it shall not be a real party in interest or a
      holder entitled to enforce the EFIT Receivable, Purchaser and the Issuer shall, at the expense of Representation Provider take such steps as Representation Provider deems reasonably necessary to enforce the EFIT Receivable, including bringing suit in
      Purchaser’s or in the Issuer’s name.

    
      14

      
        


    

    

    

    SECTION 5.3      Waivers.  No failure or delay on the part of Purchaser, or the Issuer as
      assignee of Purchaser, or the Indenture Trustee as assignee of the Issuer, in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy
      preclude any other or future exercise thereof or the exercise of any other power, right or remedy.

    ARTICLE 6.

      

      MISCELLANEOUS

    SECTION 6.1      Liabilities of Seller and Representation Provider.  Seller shall be
      liable in accordance herewith only to the extent of the obligations in this Agreement specifically undertaken by Seller and the representations and warranties of Seller.  Representation Provider shall be liable in accordance herewith only to the
      extent of the obligations in this Agreement specifically undertaken by Representation Provider and the representations and warranties of Representation Provider.

    SECTION 6.2      Merger or Consolidation of Seller, Representation Provider or Purchaser. 
      Any corporation or other entity (i) into which Seller, Representation Provider or Purchaser may be merged or consolidated, (ii) resulting from any merger or consolidation to which Seller, Representation Provider or Purchaser is a party or (iii)
      succeeding to the business of Seller, Representation Provider or Purchaser, in the case of Purchaser, which entity has a certificate of incorporation or other similar organizational document containing provisions relating to limitations on business
      and other matters substantively identical to those contained in Purchaser’s certificate of formation, provided that in any of the foregoing cases such entity shall execute an agreement of assumption to perform every obligation of Seller,
      Representation Provider or Purchaser, as the case may be, under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to Seller, Representation Provider or Purchaser, as the case may be, hereunder (without
      relieving Seller, Representation Provider or Purchaser of their responsibilities hereunder, if it survives such merger or consolidation) without the execution or filing of any document or any further action by any of the parties to this Agreement. 
      Seller, Representation Provider or Purchaser shall promptly inform the other parties, the Issuer, the Indenture Trustee and the Owner Trustee and, as a condition to the consummation of the transactions referred to in clauses (i), (ii) and (iii)
      above, (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Sections 3.1, 3.2 and 3.3 of this Agreement shall have been breached (for purposes hereof, such representations and warranties shall speak
      as of the date of the consummation of such transaction) and be continuing, (y) Seller, Representation Provider or Purchaser, as applicable, shall have delivered written notice of such consolidation, merger or purchase and assumption to the Rating
      Agencies prior to the consummation of such transaction and shall have delivered to the Issuer and the Indenture Trustee an Officer’s Certificate of the Seller, an Officer’s Certificate of the Representation Provider or a certificate signed by or on
      behalf of the Purchaser, as applicable, and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 6.2 and that all conditions precedent, if any, provided for in this
      Agreement relating to such transaction have been complied with, and (z) Seller, Representation Provider or Purchaser, as applicable, shall have delivered to the Issuer, and the Indenture Trustee an Opinion of Counsel, stating, in the opinion of such
      counsel, either (A) all

    
      15

      
        


    

    

    

    financing statements and continuation statements and amendments thereto have been filed that are necessary to
      preserve and protect the interest of the Issuer and the Indenture Trustee in the EFIT Receivables and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest.

    SECTION 6.3      Limitation on Liability of Seller, Representation Provider and Others. 
      Seller, Representation Provider and any director, manager, officer, employee or agent of Seller or Representation Provider may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by
      any Person respecting any matters arising under this Agreement.  Neither Seller nor Representation Provider shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this
      Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

    SECTION 6.4      Seller and Representation Provider May Own Notes or Certificates. 
      Subject to the provisions of the Sale and Servicing Agreement, Seller, any Affiliate of Seller, Representation Provider and any Affiliate of Representation Provider may in their individual or any other capacity become the owner or pledgee of Notes or
      Certificates with the same rights as they would have if they were not Seller, Representation Provider or an Affiliate thereof or Representation Provider or an Affiliate thereof.

    SECTION 6.5      Amendment.

    (a)            This Agreement may be amended by Seller,
        Representation Provider and Purchaser without the consent of the Indenture Trustee, the Owner Trustee, or any of the Certificateholders or the Noteholders (i) to cure any ambiguity or to conform this Agreement to the Prospectus; provided, however,
        that the Issuer, the Owner Trustee and the Indenture Trustee will be entitled to receive and conclusively rely upon an Opinion of Counsel described in Section 6.5(e) in connection with any such amendment or (ii) to correct or supplement any
        provisions in this Agreement, to comply with any changes in the Code or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided,
        however, that (A) such action shall not, as evidenced by an Opinion of Counsel delivered to the Issuer, the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Certificateholder or Noteholder or
        (B) the Rating Agency Condition shall have been satisfied with respect to such amendment and the Purchaser or the Representation Provider shall have notified the Indenture Trustee in writing that the Rating Agency Condition has been satisfied with
        respect to such amendment.

    (b)            This Agreement may also be amended from time to
        time by Seller, Representation Provider and Purchaser, and with the consent of the Indenture Trustee and the Noteholders evidencing not less than a majority of the outstanding principal amount of the Notes, in accordance with the Sale and Servicing
        Agreement, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of Certificateholders or Noteholders; provided, however, to the extent
        not otherwise permitted by clause (a)

    
      16

      
        


    

    

    

    above, the Seller delivers to the Indenture Trustee an Opinion of Counsel (which may be provided
      by the Seller’s internal counsel) stating that no such amendment shall increase or reduce in any manner the amount or priority of, or accelerate or delay the timing of, collections of payments on EFIT Receivables or distributions that shall be
      required to be made on any Note or Certificate, unless the Holders of all of the outstanding Notes of each class and the Certificateholders, in each case, affected thereby have consented thereto.

    (c)            Prior to the execution of any such amendment or
        consent, Representation Provider shall have furnished written notification of the substance of such amendment or consent to each Rating Agency.

    (d)           It shall not be necessary for the consent of
        Certificateholders or Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents
        and of evidencing the authorization of the execution thereof by Certificateholders or Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe, including the establishment of record dates.  The consent of
        a Holder of the Certificate or a Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder and on all future Holders of such Certificate or such Note and of any
        Certificate or any Note issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Certificate or Note.

    (e)            Prior to the execution of any amendment to this
        Agreement, the Issuer, the Owner Trustee and the Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement, and that all
        conditions precedent, if any, provided for in this Agreement have been satisfied.

    SECTION 6.6      Notices.  All demands, notices and communications to Seller or Purchaser
      hereunder shall be in writing, personally delivered, or sent by telecopier (subsequently confirmed in writing), reputable overnight courier or mailed by certified mail, return receipt requested, and shall be deemed to have been given upon receipt (a)
      in the case of Seller, to c/o Wilmington Trust, National Association, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, (b) in the case of Purchaser, to EFCAR, LLC, 2101 W. John
      Carpenter Freeway, Irving, Texas 75063, Attention:  Chief Financial Officer, with a copy to EFCAR, LLC, 2101 W. John Carpenter Freeway, Irving, Texas 75063, Attention:  Chief Legal Officer or (c) in the case of Representation Provider, to Exeter
      Finance LLC, 2101 W. John Carpenter Freeway, Irving, Texas 75063, Attention:  Chief Financial Officer, with a copy to Exeter Finance LLC, 2101 W. John Carpenter Freeway, Irving, Texas 75063, Attention:  Chief Legal Officer or such other address as
      shall be designated by a party in a written notice delivered to the other party or to the Issuer, Owner Trustee or the Indenture Trustee, as applicable.

    
      17

      
        


    

    

    

    Copies of all demands, notices and communications provided to the Indenture Trustee, the
      Noteholders or the Backup Servicer pursuant to this Agreement shall be provided to the Certificateholders.

    SECTION 6.7      Severability of Provisions.  If any one or more of the covenants,
      provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, provisions or terms shall be deemed severable from the remaining covenants, provisions or terms of this Agreement and shall in no way affect
      the validity or enforceability of the other provisions of this Agreement.

    SECTION 6.8      Intention of the Parties.  The execution and delivery of this Agreement
      shall constitute an acknowledgment by Seller and Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the EFIT Receivables and the EFIT Other Conveyed
      Property, conveying good title thereto free and clear of any Liens, from Seller to Purchaser, and that the EFIT Receivables and the EFIT Other Conveyed Property shall not be a part of Seller’s estate in the event of the bankruptcy, reorganization,
      arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to Seller.  In the event that such conveyance is determined
      to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholders to Seller, the Seller hereby grants to Purchaser a security interest in all of Seller’s right, title and interest in and to the following
      property whether now owned or existing or hereafter acquired or arising to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1(b) (collectively, the “Sale Agreement Collateral”):

    (1)            the EFIT Receivables and all moneys received
        thereon after the Cutoff Date;

    (2)            the security interests in the Financed Vehicles
        granted by Obligors pursuant to the EFIT Receivables and any other interest of the Seller in such Financed Vehicles;

    (3)           any proceeds and the right to receive proceeds
        with respect to the EFIT Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the EFIT Receivables;

    (4)          any proceeds from any EFIT Receivable repurchased
        by a Dealer pursuant to a Dealer Agreement or as a result of a breach of representation or warranty in the related Dealer Agreement;

    (5)            all rights under any Service Contracts on the
        related Financed Vehicles;

    (6)            the related Receivable Files;

    
      18

      
        


    

    

    

    (7)            all of the Seller’s (i) Accounts, (ii) Chattel
        Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (1) through (6); and

    (8)            all proceeds and investments with respect to
        items (1) through (7).

    SECTION 6.9      Governing Law; Jurisdiction.  This Agreement shall
        be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, the law of the State of New York, without giving effect to its conflict of law provisions (other than
        Sections 5-1401 and 5-1402 of the New York General Obligations Law).  The parties hereto agree to the non-exclusive jurisdiction of any federal
        courts located within the state of New York.

    SECTION 6.10      Waiver of Jury Trial.  THE PARTIES HERETO HEREBY
        WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT OR ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

    SECTION 6.11      Counterparts.  For the purpose of facilitating the execution of this
      Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same
      instrument. This Agreement shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of: (i) an original manual signature; (ii) a faxed, scanned, or photocopied
      manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures
      law, including any relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes
      have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual
      signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Agreement may be executed in any number of counterparts, each of which shall be
      deemed to be an original, but such counterparts shall, together, constitute one and the same instrument.  For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or
      other Signature Law due to the character or intended character of the writings.

    SECTION 6.12      Subsequent Conveyance of the EFIT Receivables and the EFIT Other Conveyed
        Property.  Seller and Representation Provider acknowledge that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the EFIT Receivables and the EFIT Other Conveyed Property, together with its rights under this Agreement,
      to the Issuer on the Closing Date.  Seller and Representation Provider acknowledge and consent to such conveyance and pledge and waive any further notice thereof and covenant and agree that the respective representations and warranties of Seller and
      Representation Provider contained in this

    
      19

      
        


    

    

    

    Agreement and the rights of Purchaser hereunder are intended to benefit the Issuer, the Owner Trustee, the Indenture
      Trustee, the Backup Servicer, the Noteholders and the Certificateholders.  In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the
      Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Noteholders and the Certificateholders and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee,
      the Indenture Trustee, the Backup Servicer, the Noteholders and the Certificateholders (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser to perform its respective duties and obligations hereunder or under Related
      Documents) and that the Indenture Trustee on behalf of the Noteholders shall be a third party beneficiary to this Agreement and may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Owner Trustee,
      the Indenture Trustee, the Backup Servicer, the Noteholders and the Certificateholders.

    SECTION 6.13      Nonpetition Covenant.  Neither Purchaser nor Seller shall petition or
      otherwise invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Purchaser or the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver,
      liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Purchaser or the Issuer or any substantial part of their respective property, or ordering the winding up or liquidation of the affairs of the Purchaser or the
      Issuer.

    [Remainder of Page Intentionally Left Blank]

     

    

     

    

     

    

     

    

    
      20

      
        


    

    IN WITNESS WHEREOF, the parties have caused this Sale Agreement to be duly executed by their
      respective officers as of the day and year first above written.

    EFCAR, LLC, as Purchaser

    By:                                                                                                                

    Name:

    Title:

    EXETER FLOW INTERMEDIARY TRUST, as Seller

    	

          	By:	
            EXETER FINANCE LLC, not in its individual capacity but solely as administrator for the Seller

          


    By:                                                                                                        

    Name:

    Title:

    EXETER FINANCE LLC, as Representation Provider

    By:                                                                                                                

    Name:

    Title:

    Accepted:

    WELLS FARGO BANK, NATIONAL ASSOCIATION,

      as Indenture Trustee

    
      By: ________________________________

              Name:

              Title:

    

    
      
        


    

    
    SCHEDULE A

    SCHEDULE OF EFIT RECEIVABLES

    [On file with Exeter and the Indenture Trustee]

    
      SCH-A-1

      
        


    

    
    SCHEDULE B

    REPRESENTATIONS AND WARRANTIES OF

      EXETER FINANCE LLC (“EXETER”)

    1.           Characteristics of EFIT Receivables.  Each EFIT Receivable (A) was
        originated by a Dealer and purchased by Exeter from such Dealer under an existing Dealer Agreement or pursuant to a Dealer Assignment with Exeter and was validly assigned by such Dealer to Exeter pursuant to a Dealer Assignment, (B) was originated
        by such Dealer for the retail sale of a Financed Vehicle in the ordinary course of such Dealer’s business, was originated in accordance with Exeter’s credit policies and was fully and properly executed by the parties thereto, (C) contains customary
        and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for realization against the collateral security and (D) is an EFIT Receivable which provides for level monthly payments (provided that the period in
        the first Collection Period and the payment in the final Collection Period of the EFIT Receivable may be minimally different from the normal period and level payment) which, if made when due, shall fully amortize the Amount Financed over the
        original term.

    2.           Compliance with Law.  Each EFIT Receivable complied at the time it
        was originated or made in all material respects with all requirements of applicable federal, state and local laws, and regulations thereunder.

    3.            Origination.  Each EFIT Receivable was originated in the United
        States.

    4.            Binding Obligation.  Each EFIT Receivable represents the genuine,
        legal, valid and binding payment obligation of the Obligor thereon, enforceable by the holder thereof in accordance with its terms, except (A) as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the
        enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law and (B) as such EFIT Receivable may be
        modified by the application after the Cutoff Date of the Servicemembers Civil Relief Act, as amended.

    5.           No Government Obligor.  No Obligor is the United States of America
        or any State or any agency, department, subdivision or instrumentality thereof.

    6.          Obligor Bankruptcy.  At the Cutoff Date, no Obligor had been
        identified on the records of Exeter as being the subject of a current bankruptcy proceeding.

    7.            EFIT Receivables in Force.  No EFIT Receivable has been satisfied,
        subordinated or rescinded, and the Financed Vehicle securing each such EFIT Receivable has not been released from the lien of the related EFIT Receivable in whole or in part.  No terms of any EFIT Receivable have been waived, altered or modified in
        any respect since its origination, except by instruments or documents identified in the Receivable File or the Servicer’s electronic records.

    
      SCH-B-1

      
        


    

    

    

    8.            Lawful Assignment.  No EFIT Receivable was originated in, or is
        subject to the laws of, any jurisdiction the laws of which would make unlawful, void or voidable the sale, transfer and assignment of such EFIT Receivable under this Agreement.

    9.            Security Interest in Financed Vehicle.  Each EFIT Receivable
        created or shall create a valid, binding and enforceable first priority security interest in favor of Exeter in the Financed Vehicle.  The Lien Certificate for each Financed Vehicle shows, or if a new or replacement Lien Certificate is being
        applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date and will show, Exeter named as the original secured party under each EFIT Receivable as the holder of a first priority
        security interest in such Financed Vehicle.  With respect to each EFIT Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, Exeter has applied for or received written evidence from the related Dealer
        that such Lien Certificate showing Exeter, the Issuer or the Holding Trust, as applicable, as first lienholder has been applied for.

    10.          No Defenses.  The records of the Servicer do not reflect any facts
        which would give rise to any right of rescission, setoff, counterclaim or defense, including the defense of usury, with respect to any EFIT Receivable, or the same being asserted or threatened with respect to such EFIT Receivable.

    11.          No Default.  The records of the Servicer did not disclose that any
        default, breach, violation or event permitting acceleration under the terms of any EFIT Receivable existed as of the Cutoff Date (other than payment delinquencies of not more than 30 days) or that any condition exists or event has occurred and is
        continuing that with notice, the lapse of time or both would constitute a default, breach, violation or event permitting acceleration under the terms of any EFIT Receivable (other than payment delinquencies of not more than 30 days), and the Seller
        has not waived any of the foregoing.

    12.          Insurance.  At the time of an origination of an EFIT Receivable by a
        Dealer, each Financed Vehicle is required to be covered by a comprehensive and collision insurance policy insuring against loss and damage due to fire, theft, transportation, collision and other risks generally covered by comprehensive and
        collision coverage.  No Financed Vehicle is insured under a policy of Force-Placed Insurance on the Cutoff Date.

    13.            Certain Characteristics of EFIT Receivables.

    (A)            Each EFIT Receivable had a remaining maturity, as
        of the Cutoff Date, of not less than 3 months and not more than 72 months.

    (B)            Each EFIT Receivable had an original maturity, as
        of the Cutoff Date, of not less than 36 months and not more than 72 months.

    (C)            Each EFIT Receivable had a remaining Principal
        Balance, as of the Cutoff Date, of at least $450 and not more than $60,000.

    (D)            No EFIT Receivable was more than 30 days past due
        as of the Cutoff Date.

    
      SCH-B-2

      
        


    

    

    

    (E)            Each EFIT Receivable is denominated in, and each
        Contract provides for payment in, United States dollars.

    (F)            Each EFIT Receivable had an APR of at least 6.00%.

    14.            Interest Calculation.  Each Contract provides for the calculation
        of interest payable thereunder under the “simple interest” method.

    15.           Prepayment.  Each EFIT Receivable allows for prepayment and partial
        prepayments without penalty and requires that a prepayment by the related Obligor will fully pay the principal balance and accrued interest through the date of prepayment based on the EFIT Receivable’s Annual Percentage Rate.

    16.           Chattel Paper.  Each EFIT Receivable constitutes “tangible chattel
        paper” or “electronic chattel paper” within the meaning of the UCC as in effect in the States of New York and Delaware.

    17.          One Original.  There is only one original executed copy (or with
        respect to “electronic chattel paper”, one authoritative copy) of each Contract.  With respect to Contracts that are “electronic chattel paper”, each authoritative copy (a) is unique, identifiable and unalterable (other than with the participation
        of the Custodian in the case of an addition or amendment of an identified assignee and other than a revision that is readily identifiable as an authorized or unauthorized revision and (b) has been communicated to and is maintained by or on behalf
        of the Custodian, solely for the benefit of the Indenture Trustee.

    18.            Good Title.  Immediately prior to the conveyance of the EFIT
        Receivables to the Purchaser pursuant to the Sale Agreement, the Seller was the sole owner thereof and had good title thereto, free of any Liens not permitted by the Basic Documents.

     

      

  

  
  
  SCH-B-3