EXHIBIT 10.5

  

   

    

   

    

   

    

    

     

    

    

     

    

    

     

    ASSET REPRESENTATIONS REVIEW AGREEMENT

     

    among

     

    

    

     

    EXETER AUTOMOBILE RECEIVABLES TRUST 20[__]-[__],

      Issuer

     

    

    

     

    EXETER FINANCE LLC,

      Servicer

     

    

    

     

    and

     

    [___________],

      Asset Representations Reviewer

     

    

    

     

    

    

     

    Dated as of [_____], 20[__]

     

    

    

     

    

    

     

    
      
        


    

    
    TABLE OF CONTENTS

    

    

    Page

     

    	
            ARTICLE I DEFINITIONS

          	
            1

          
	 	 	 
	
            Section 1.1.

          	
            Definitions

          	
            1

          
	
            Section 1.2.

          	
            Additional Definitions

          	
            1

          
	 	 	 
	
            ARTICLE II ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

          	
            2

          
	 	 	 
	
            Section 2.1.

          	
            Engagement; Acceptance

          	
            2

          
	
            Section 2.2.

          	
            Confirmation of Status

          	
            2

          
	 	 	 
	
            ARTICLE III ASSET REPRESENTATIONS REVIEW PROCESS

          	
            3

          
	 	 	 
	
            Section 3.1.

          	
            Asset Review Notices

          	
            3

          
	
            Section 3.2.

          	
            Identification of Asset Review Receivables

          	
            3

          
	
            Section 3.3.

          	
            Asset Review Materials.

          	
            3

          
	
            Section 3.4.

          	
            Performance of Asset Reviews.

          	
            3

          
	
            Section 3.5.

          	
            Asset Review Reports

          	
            4

          
	
            Section 3.6.

          	
            Asset Review Representatives.

          	
            5

          
	
            Section 3.7.

          	
            Dispute Resolution

          	
            5

          
	
            Section 3.8.

          	
            Limitations on Asset Review Obligations.

          	
            5

          
	 	 	 
	
            ARTICLE IV ASSET REPRESENTATIONS REVIEWER

          	
            6

          
	 	 	 
	
            Section 4.1.

          	
            Representations and Warranties.

          	
            6

          
	
            Section 4.2.

          	
            Covenants

          	
            7

          
	
            Section 4.3.

          	
            Fees and Expenses.

          	
            8

          
	
            Section 4.4.

          	
            Limitation on Liability

          	
            9

          
	
            Section 4.5.

          	
            Indemnification.

          	
            9

          
	
            Section 4.6.

          	
            Right to Audit

          	
            10

          
	
            Section 4.7.

          	
            Delegation of Obligations

          	
            10

          
	
            Section 4.8.

          	
            Confidential Information.

          	
            10

          
	
            Section 4.9.

          	
            Security and Safeguarding Information.

          	
            13

          
	 	 	 
	
            ARTICLE V RESIGNATION AND REMOVAL

          	
            14

          
	 	 	 
	
            Section 5.1.

          	
            Resignation and Removal of Asset Representations Reviewer.

          	
            14

          
	
            Section 5.2.

          	
            Engagement of Successor.

          	
            15

          
	
            Section 5.3.

          	
            Merger, Consolidation or Succession

          	
            16

          
	 	 	 
	
            ARTICLE VI OTHER AGREEMENTS

          	
            16

          
	 	 	 
	
            Section 6.1.

          	
            Independence of Asset Representations Reviewer

          	
            16

          
	
            Section 6.2.

          	
            No Petition

          	
            16

          
	
            Section 6.3.

          	
            Limitation of Liability of Owner Trustee

          	
            16

          
	
            Section 6.4.

          	
            Termination of Agreement

          	
            17

          
	 	 	 


    

    

    
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    TABLE OF CONTENTS

    (continued)

    Page

     

    	
            ARTICLE VII MISCELLANEOUS PROVISIONS

          	
            17

          
	 	 	 
	
            Section 7.1.

          	
            Amendments.

          	
            17

          
	
            Section 7.2.

          	
            Assignment; Benefit of Agreement; Third Party Beneficiaries.

          	
            18

          
	
            Section 7.3.

          	
            Notices.

          	
            18

          
	
            Section 7.4.

          	
            GOVERNING LAW

          	
            19

          
	
            Section 7.5.

          	
            Submission to Jurisdiction

          	
            19

          
	
            Section 7.6.

          	
            No Waiver; Remedies

          	
            19

          
	
            Section 7.7.

          	
            Severability

          	
            19

          
	
            Section 7.8.

          	
            Headings

          	
            19

          
	
            Section 7.9.

          	
            Counterparts

          	
            19

          


    

    

     

    

    

     

    SCHEDULES

     

    
      
        	Schedule A	
                Representations and Warranties and Procedures to be Performed

              


      

    

     

    

    

    

    

    

    

    

    

    

    

     

    
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    ASSET REPRESENTATIONS REVIEW AGREEMENT dated as of [_____], 20[__] (this “Agreement”), among EXETER AUTOMOBILE RECEIVABLES TRUST 20[__]-[__], a Delaware statutory trust (the “Issuer”),

      EXETER FINANCE LLC, a Delaware limited liability company (“Exeter”), in its capacity as Servicer (in such capacity, the “Servicer”) and [ASSET REPRESENTATIONS REVIEWER], a [entity type], as Asset Representations Reviewer (the “Asset
        Representations Reviewer”).

     

    WHEREAS, in the regular course of its business, Exeter purchases retail installment sale contracts secured by new and used automobiles, light-duty trucks, vans and minivans and utility
      vehicles from motor vehicle dealers.

     

    WHEREAS, in connection with a securitization transaction sponsored by Exeter, Exeter [and [Entity Name]] sold a pool of Receivables to EFCAR, LLC (the “Seller”) which, in turn, sold
      those Receivables to the Issuer which, in turn, sold those Receivables to the Holding Trust (as defined below).

     

    WHEREAS, the Holding Trust has granted a security interest in the Receivables to the Indenture Trustee, for the benefit of the Issuer Secured Parties, pursuant to the Indenture.

     

    WHEREAS, the Issuer has determined to engage the Asset Representations Reviewer to perform reviews of certain Receivables for compliance with the representations and warranties made by
      Exeter and the Seller about the Receivables in the pool.

     

    NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties agree as follows.

     

    ARTICLE I

      DEFINITIONS

     

    Section 1.1.          Definitions.  Capitalized terms that are used but are not otherwise defined in this Agreement have the meanings assigned to them in the Sale and Servicing
      Agreement, dated as of [_____], 20[__] (the “Sale and Servicing Agreement”), by and among the Issuer, Exeter Holdings Trust 20[__]-[__], a Delaware statutory trust (the “Holding Trust”) the Seller, the Servicer and [Indenture Trustee],
      a [entity type], as Indenture Trustee.

     

    

    Section 1.2.          Additional Definitions.  The following terms have the meanings given below:

     

    

    “Asset Review” means the performance by the Asset Representations Reviewer of the testing procedures for each Test and each Asset Review Receivable in accordance with Section 3.4.

     

    “Asset Review Demand Date” means, for an Asset Review, the date when the Indenture Trustee determines that each of (a) the Delinquency Trigger has occurred and (b) the required
      percentage of Noteholders has voted to direct an Asset Review under Section 7.2(f) of the Indenture.

     

    “Asset Review Fee” has the meaning assigned to such term in Section 4.3(b).

     

    
      
        


    

    
    “Asset Review Materials” means, with respect to an Asset Review and an Asset Review Receivable, the documents and other materials for each Test listed under “Documents” in Schedule
      A.

     

    “Asset Review Notice” means the notice from the Indenture Trustee to the Asset Representations Reviewer and the Servicer directing the Asset Representations Reviewer to perform a
      Review.

     

    “Asset Review Receivables” means, with respect to any Asset Review, all Delinquent Receivables as of the last day of the Collection Period before the Asset Review Demand Date stated
      in the related Asset Review Notice.

     

    “Asset Review Report” means, with respect to any Asset Review, the report of the Asset Representations Reviewer prepared in accordance with Section 3.5.

     

    [“Basic Documents”] means the [define agreements or which transaction document this is defined in, if not the Sale & Servicing Agreement].

     

    “Confidential Information” has the meaning assigned to such term in Section 4.8(a).

     

    “Eligible Asset Representations Reviewer” means a Person that (a) is not an Affiliate of Exeter, the Seller, [Entity Name,] the Servicer, the Indenture Trustee, the Owner Trustee or
      any of their Affiliates and (b) was not, and is not an Affiliate of a Person that was, engaged by Exeter or any Underwriter to perform any due diligence on the Receivables prior to the Closing Date.

     

    “Test” has the meaning assigned to such term in Section 3.4(a).

     

    “Test Complete” has the meaning assigned to such term in Section 3.4(c).

     

    “Test Fail” has the meaning assigned to such term in Section 3.4(a).

     

    “Test Pass” has the meaning assigned to such term in Section 3.4(a).

     

    ARTICLE II

      ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

     

    Section 2.1.          Engagement; Acceptance.  The Issuer hereby engages [___________] to act as the Asset
        Representations Reviewer for the Issuer.  [___________] accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms stated in this Agreement.

     

      

    Section 2.2.          Confirmation of Status.  The parties confirm that the Asset Representations Reviewer is not
        responsible for (a) reviewing the Asset Review Receivables for compliance with the representations and warranties under the Basic Documents, except as described in this Agreement, or (b) determining whether noncompliance with the representations or
        warranties constitutes a breach of the Basic Documents.

     

    
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    ARTICLE III

      ASSET REPRESENTATIONS REVIEW PROCESS

     

    Section 3.1.          Asset Review Notices.  Upon receipt of an Asset Review Notice from the Indenture Trustee in
        the manner set forth in Section 7.2(f) of the Indenture and receipt of the list of the related Asset Review Receivables in the matter set forth in Section 3.2 below, the Asset Representations Reviewer will start an Asset Review.  The Asset
        Representation Reviewer will have no obligation to start an Asset Review unless and until an Asset Review Notice is received.

     

      

    Section 3.2.          Identification of Asset Review Receivables.  Within [ten (10)] Business Days after delivery
        of the Asset Review Notice to the Asset Representations Reviewer, the Servicer will deliver to the Asset Representations Reviewer and the Indenture Trustee a list of the related Asset Review Receivables.

     

      

    Section 3.3.          Asset Review Materials.

     

    (a)          Access to Asset Review Materials.  The Servicer will give the Asset Representations Reviewer access
        to the Asset Review Materials for all of the Asset Review Receivables within sixty (60) days of receipt of the Asset Review Notice in one or more of the following ways, to be determined in the sole discretion of the Servicer: (i) by providing
        access to the Servicer’s receivables systems, either remotely or at one of the properties of the Servicer; (ii) by electronic posting to a password-protected website to which the Asset Representations Reviewer has access; (iii) by providing
        originals or photocopies at one of the properties of the Servicer where the Asset Receivable Files are located; or (iv) in another manner agreed to by the Servicer and the Asset Representations Reviewer.  The Servicer may redact or remove
        Non-Public Personal Information (as defined in Section 4.8) from the Asset Review Materials so long as such redaction or removal does not change the meaning or usefulness of the Asset Review Materials for purposes of the Asset Review.

     

    (b)          Missing or Insufficient Asset Review Materials.  The Asset Representations Reviewer will review the
        Asset Review Materials to determine if any of the Asset Review Materials are missing or insufficient for the Asset Representations Reviewer to perform any Test.  If the Asset Representations Reviewer determines that there are missing or
        insufficient Asset Review Materials, the Asset Representations Reviewer will notify the Servicer promptly, and in any event no less than [twenty (20)] days before completing the Asset Review, and the Servicer will have [fifteen (15)] Business Days
        to give the Asset Representations Reviewer access to such missing Asset Review Materials or other documents or information to correct the insufficiency.  If the missing or insufficient Asset Review Materials have not been provided by the Servicer
        within [such fifteen (15)] day period, the parties agree that the Asset Review Receivable for which complete or sufficient Asset Review Materials were not available will have a Test Fail for the related Test(s) and the Test(s) will be considered
        completed and the Asset Review Report will indicate the reason for the Test Fail.

     

    Section 3.4.          Performance of Asset Reviews.

     

    (a)          Test Procedures.  For an Asset Review, the Asset Representations Reviewer will perform for each Asset
        Review Receivable the procedures listed under “Procedures to be

     

    
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    Performed” in Schedule A for each representation and warranty (each, a “Test”), using the Asset Review Materials listed for each such Test in Schedule A.  For each Test and Asset Review Receivable,
      the Asset Representations Reviewer will determine if the Test has been satisfied (a “Test Pass”) or if the Test has not been satisfied (a “Test Fail”).

     

    (b)          Asset Review Period.  The Asset Representations Reviewer will complete the Asset Review of all of the
        Asset Review Receivables within [sixty (60)] days of receiving access to the Asset Review Materials under Section 3.3 (a).  However, if additional Asset Review Materials are provided to the Asset Representations Reviewer in accordance with Section
        3.3(b), the Asset Review period in respect of the related Asset Review Receivables will be extended for an additional [thirty (30)] days.

     

    (c)          Completion of Asset Review for Certain Asset Review Receivables.  Following the delivery of the list
        of the Asset Review Receivables and before the delivery of the Asset Review Report by the Asset Representations Reviewer, the Servicer may notify the Asset Representations Reviewer if an Asset Review Receivable is paid in full by the related
        Obligor, substituted by the Servicer or purchased from the Holding Trust by Exeter, the Seller or the Servicer in accordance with the Basic Documents.  On receipt of any such notice, the Asset Representations Reviewer will immediately terminate all
        Tests of the related Asset Review Receivables and the Asset Review of such Asset Review Receivables will be considered complete (a “Test Complete”).  In this case, the Asset Review Report will indicate a Test Complete for the related Asset
        Review Receivables and the related reason.

     

    (d)          Previously Reviewed Receivable; Duplicative Tests.  If any Asset Review Receivable was included in a
        prior Asset Review, the Asset Representations Reviewer will not perform any Tests on it, but will include the results of the previous Tests in the Asset Review Report for the current Asset Review.  If the same Test is required for more than one
        representation and warranty, the Asset Representations Reviewer will only perform the Test once for each Asset Review Receivable, but will report the results of the Test for each applicable representation and warranty on the Asset Review Report.

     

    (e)          Termination of Asset Review.  If an Asset Review is in process and the Notes will be paid in full on
        the next Distribution Date, the Servicer will notify the Asset Representations Reviewer and the Indenture Trustee no less than ten (10) days before that Distribution Date.  On receipt of the notice, the Asset Representations Reviewer will terminate
        the Asset Review immediately and will have no obligation to deliver an Asset Review Report.

     

    Section 3.5.          Asset Review Reports.  Within [five (5)] days of the end of the applicable Asset Review
        period under Section 3.4(b), the Asset Representations Reviewer will deliver to the Issuer, the Servicer and the Indenture Trustee an Asset Review Report indicating for each Asset Review Receivable whether there was a Test Pass or a Test Fail for
        each Test, or whether the Asset Review Receivable was a Test Complete, and, for a Test Fail or a Test Complete, the related reason.  The Asset Review Report will contain a summary of the Asset Review results to be included in the Issuer’s Form 10-D
        report for the Collection Period in which the Asset Review Report is received.  The Asset Representations Reviewer will ensure that the Asset Review Report does not contain any Non-Public Personal Information.  On reasonable request of the

     

    
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    Servicer or the Issuer (or the Servicer on behalf of the Issuer), the Asset Representations Reviewer will provide additional details on the Test results.

     

    Section 3.6.          Asset Review Representatives.

     

    (a)          Servicer Representative.  The Servicer will designate one or more representatives who will be
        available to assist the Asset Representations Reviewer in performing the Asset Review, including responding to requests and answering questions from the Asset Representations Reviewer about access to Asset Review Materials on the Servicer’s
        receivables systems, obtaining missing or insufficient Asset Review Materials and/or providing clarification of any Asset Review Materials or Tests.

     

    (b)          Asset Representations Reviewer Representative.  The Asset Representations Reviewer will designate one
        or more representatives who will be available to the Issuer and the Servicer during the performance of an Asset Review.

     

    (c)          Questions About Asset Review.  The Asset Representations Reviewer will make appropriate personnel
        available to respond in writing to written questions or requests for clarification of any Asset Review Report from the Indenture Trustee or the Servicer until the earlier of (i) the payment in full of the Notes and (ii) two years after the delivery
        of the Asset Review Report.  The Asset Representations Reviewer will have no obligation to respond to questions or requests for clarification from Noteholders or any other Person and will direct such Persons to submit written questions or requests
        to the Indenture Trustee.

     

    Section 3.7.          Dispute Resolution.  If an Asset Review Receivable that was reviewed by the Asset Representations Reviewer is the
        subject of a dispute resolution proceeding under Section 3.4 of the Sale and Servicing Agreement, the Asset Representations Reviewer will participate in the dispute resolution proceeding on request of a party to the proceeding.  The reasonable
        out-of-pocket expenses of the Asset Representations Reviewer for its participation in any dispute resolution proceeding will be considered expenses of the requesting party for the dispute resolution and will be paid by a party to the dispute
        resolution in accordance with Section 3.4 of the Sale and Servicing Agreement.  If not paid by a party to the dispute resolution, the expenses will be reimbursed by the Issuer according to Section 4.3(d) of this Agreement.

     

    Section 3.8.          Limitations on Asset Review Obligations.

     

    (a)          Asset Review Process Limitations.  The Asset Representations Reviewer will have no obligation:

     

    (i)          to determine whether a Delinquency Trigger has occurred or whether the required
        percentage of Noteholders has voted to direct a Asset Review under the Indenture;

     

    (ii)         to determine which Receivables are subject to an Asset Review;

     

    (iii)        to obtain or confirm the validity of the Asset Review Materials;

     

    
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    (iv)         to obtain missing or insufficient Asset Review Materials from any party or any other
        source;

     

    (v)          to take any action or cause any other party to take any action under any of the Basic
        Documents or otherwise to enforce any remedies against any Person for breaches of representations or warranties about the Asset Review Receivables; or

     

    (vi)         to establish cause, materiality or recourse for any failed Test as described in Section
        3.4.

     

    (b)          Testing Procedure Limitations.  The Asset Representations Reviewer will only be required to perform
        the testing procedures listed under “Procedures to be Performed” in Schedule A, and will, other than as specified in this Agreement, have no obligation to perform additional procedures on any Asset Review Receivable or to provide any information
        other than an Asset Review Report indicating for each Asset Review Receivable whether there was a Test Pass or a Test Fail for each Test, or whether the Asset Review Receivable was a Test Complete and the related reason.  However, the Asset
        Representations Reviewer may, in its discretion, (i) provide additional information about any Asset Review Receivable that it determines in good faith to be material to the Asset Review and (ii) perform other tests that it deems reasonable and
        appropriate in determining whether the Asset Review Receivables were in compliance with the representations and warranties made by Exeter or the Seller about the Asset Review Receivables in the Basic Documents as of the Cutoff Date or Closing Date,
        as applicable.

     

    ARTICLE IV

      ASSET REPRESENTATIONS REVIEWER

     

    Section 4.1.          Representations and Warranties.

     

    (a)          Representations and Warranties.  The Asset Representations Reviewer represents and warrants to the
        Issuer as of the date of this Agreement:

     

    (i)          Organization and Qualification.  The Asset Representations Reviewer is duly
        organized and validly existing as a [___________] in good standing under the laws of [___________].  The Asset Representations Reviewer is qualified as a [___________] in good standing and has obtained all necessary licenses and approvals in all
        jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires the qualification, license or approval, unless the failure to obtain the qualifications, licenses or approvals would not reasonably be
        expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

     

    (ii)          Power, Authority and Enforceability.  The Asset Representations Reviewer has the
        power and authority to execute, deliver and perform its obligations under this Agreement.  The Asset Representations Reviewer has authorized the execution, delivery and performance of this Agreement.  This Agreement is the legal, valid and binding
        obligation of the Asset Representations Reviewer enforceable against the Asset Representations Reviewer, except as may be limited by insolvency, bankruptcy,

     

    
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    reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

     

    (iii)          No Conflicts and No Violation.  The completion of the transactions contemplated
        by this Agreement and the performance of the Asset Representations Reviewer’s obligations under this Agreement will not (A) conflict with, or be a breach or default under, any indenture, mortgage, deed of trust, loan agreement, guarantee or similar
        agreement or instrument under which the Asset Representations Reviewer is a party, (B) result in the creation or imposition of any Lien on any of the assets of the Asset Representations Reviewer under the terms of any indenture, mortgage, deed of
        trust, loan agreement, guarantee or similar agreement or instrument, (C) violate the organizational documents of the Asset Representations Reviewer or (D) violate any law or, to the Asset Representations Reviewer’s knowledge, any order, rule or
        regulation that applies to the Asset Representations Reviewer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer, in each
        case, which conflict, breach, default, Lien or violation would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

     

    (iv)          No Proceedings.  To the Asset Representations Reviewer’s knowledge, there are no
        proceedings or investigations pending or threatened in writing before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its properties: (A)
        asserting the invalidity of this Agreement, (B) seeking to prevent the completion of any of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that would reasonably be expected to have a material adverse
        effect on the Asset Representations Reviewer’s ability to perform its obligations under, or the validity or enforceability of, this Agreement.

     

    (v)          Eligibility.  The Asset Representations Reviewer is an Eligible Asset
        Representations Reviewer.

     

    (b)          Notice of Breach.  On discovery by the Asset Representations Reviewer, the Issuer, the Owner Trustee,
        the Indenture Trustee or the Servicer of a material breach of any of the representations and warranties in Section 4.1(a), the party discovering such breach will give prompt notice to the other parties.

     

    Section 4.2.          Covenants.  The Asset Representations Reviewer covenants and agrees that:

     

    (a)          Eligibility.  It will notify the Issuer and the Servicer promptly if it is not, or on the occurrence
        of any action that would result in it not being, an Eligible Asset Representations Reviewer.

     

    (b)          Review Systems.  It will maintain business process management and/or other systems necessary to
        ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems.  The Asset Representations Reviewer will ensure that

     

      

    
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    these systems allow for each Asset Review Receivable and the related Asset Review Materials to be individually tracked and stored as contemplated by this Agreement.

     

    (c)          Personnel.  It will maintain adequate staff that is properly trained to conduct Asset Reviews as
        required by this Agreement.

     

    (d)          Changes to Personnel.  It will promptly notify Servicer in the event that it undergoes significant
        management or staffing changes which would negatively impact its ability to fulfill its obligations under this Agreement.

     

    (e)          Maintenance of Asset Review Materials.  It will maintain copies of any Asset Review Materials, Asset
        Review Reports and other documents relating to an Asset Review, including internal correspondence and work papers, for a period of two years after the termination of this Agreement.

     

    (f)          Compliance with Applicable Law.  The Asset Representations Reviewer will act in accordance with all
        requirements applicable to an asset representations reviewer under applicable law (as amended from time to time) and other state or federal securities law applicable to asset representations reviewers in effect during the term of this Agreement.

     

    Section 4.3.          Fees and Expenses.

     

    (a)          [Annual] Fee.  The Issuer will, or will cause the Servicer to, pay the Asset Representations
        Reviewer, as compensation for agreeing to act as the Asset Representations Reviewer under this Agreement, an [annual] fee in the amount of $[_____].  The [annual] fee will be paid on the Closing Date and on each anniversary of the Closing Date
        until this Agreement is terminated, payable pursuant to the priority of payments in Section 5.7 of the Sale and Servicing Agreement.

     

    (b)          Asset Review Fee.  Following the completion of an Asset Review and the delivery to the Indenture
        Trustee of the Asset Review Report, or the termination of an Asset Review according to Section 3.4(e), and the delivery to the Issuer, the Indenture Trustee and the Servicer of a detailed invoice in respect thereof, the Asset Representations
        Reviewer will be entitled to a fee of $[___________] for each Asset Review Receivable for which the Asset Review was started (the “Asset Review Fee”).  However, no Asset Review Fee will be charged for any Asset Review Receivable which was
        included in a prior Asset Review or for which no Tests were completed prior to the Asset Representations Reviewer being notified of a termination of the Asset Review according to Section 3.4(e).  If the detailed invoice is submitted on or before
        the first day of a month, the Asset Review Fee will be paid by the Issuer pursuant to the priority of payments in Section 5.7 of the Sale and Servicing Agreement starting on or before the Distribution Date in that month.  However, if an Asset
        Review is terminated according to Section 3.4(e), the Asset Representations Reviewer must submit its invoice for the Asset Review Fee for the terminated Asset Review no later than five (5) Business Days before the final Distribution Date in order
        to be reimbursed no later than the final Distribution Date.

     

    (c)          Reimbursement of Travel Expenses.  If the Servicer provides access to the Asset Review Materials at
        one of its properties, the Issuer will reimburse the Asset Representations Reviewer for its reasonable travel expenses incurred in connection with the Asset Review upon

     

    
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    receipt of a detailed invoice, payable pursuant to the priority of payments in Section 5.7 of the Sale and Servicing Agreement; provided that such reimbursable expenses may not exceed $[___].

     

    (d)          Dispute Resolution Expenses.  If the Asset Representations Reviewer participates in a dispute
        resolution proceeding under Section 3.7 and its reasonable out-of-pocket expenses it incurs in participating in the proceeding are not paid by a party to the dispute resolution within [ninety (90)] days of the end of the proceeding, the Issuer will
        reimburse the Asset Representations Reviewer for such expenses upon receipt of a detailed invoice, payable pursuant to the priority of payments in Section 5.7 of the Sale and Servicing Agreement.

     

    Section 4.4.          Limitation on Liability.  The Asset Representations Reviewer will not be liable to any
        person for any action taken, or not taken, in good faith under this Agreement or for errors in judgment.  However, the Asset Representations Reviewer will be liable for its willful misconduct, bad faith or negligence in performing its obligations
        under this Agreement.  In no event shall either party be liable to the other party for any special, indirect or consequential losses or damages (including lost profit).

     

      

    Section 4.5.          Indemnification.

     

    (a)          Indemnification by Asset Representations Reviewer.  The Asset Representations Reviewer will indemnify
        each of the Issuer, the Holding Trust, the Seller, the Servicer, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all costs, expenses, losses, damages and liabilities (including, but not
        limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim or suit brought by such indemnified parties) of any
        indemnification or other obligation of the Asset Representations Reviewer) resulting from (a) the willful misconduct, fraud, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement, (b) the
        Asset Representations Reviewer’s breach of any of its representations or warranties or other obligations under this Agreement, (c) its breach of confidentiality obligations or (d) any third party intellectual property claim.  The Asset
        Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer, the termination of the Holding Trust and the resignation or removal of the Asset Representations Reviewer.

     

    (b)          Indemnification of Asset Representations Reviewer.  The Issuer will, or will cause the [Servicer] to,
        indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an “Indemnified Person”), for all costs, expenses, losses, damages and liabilities resulting from the performance of its obligations under this
        Agreement (including the fees and expenses of defending itself against any loss, damage or liability), but excluding any fee, expense, loss, damage or liability resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith
        or negligence or (ii) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement.

     

    (c)          Proceedings.  Promptly on receipt by an Indemnified Person of notice of a proceeding against it, the
        Indemnified Person will, if a claim is to be made under Section 4.6(b),

     

      

    
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    notify the Issuer and the Servicer of such proceeding.  The Issuer and the Servicer may participate in and assume the defense and settlement of a proceeding at its expense.  If the Issuer or the Servicer
      notifies the Indemnified Person of its intention to assume the defense of a proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Issuer or the Servicer assumes the defense of the proceeding in a manner
      reasonably satisfactory to the Indemnified Person, the Issuer and the Servicer will not be liable for fees and expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Issuer or the Servicer, as
      applicable, and an Indemnified Person.  If there is a conflict, the Issuer or the Servicer will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person.  No settlement of a proceeding may be made without the approval of
      the Issuer and the Servicer and the Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

     

    (d)          Repayment.  If the Issuer or the Servicer makes any payment under this Section 4.5 and the
        Indemnified Person later collects any of the amounts for which the payments were made to it from others, the Indemnified Person will promptly repay the amounts to the Issuer or the Servicer, as applicable.

     

    Section 4.6.          Right to Audit.  During the term of this Agreement and not more than once per year (unless
        circumstances warrant additional audits as described below), Servicer may audit the Asset Representations Reviewer’s policies, procedures and records that relate to the performance of the Asset Representation Reviewer under this Agreement to ensure
        compliance with this Agreement upon at least ten (10) Business Days’ notice.  Notwithstanding the foregoing, the parties agree that Servicer may conduct an audit at any time, in the event of (i) audits required by Servicer’s governmental or
        regulatory authorities, (ii) investigations of claims of misappropriation, fraud, or business irregularities of a potentially criminal nature, or (iii) Servicer reasonably believes that an audit is necessary to address a material operational
        problem or issue that poses a threat to Servicer’s business.

     

    Section 4.7.          Delegation of Obligations.  The Asset Representations Reviewer may not delegate or
        subcontract its obligations under this Agreement to any Person without the written consent of the Issuer and the Servicer.

     

    Section 4.8.          Confidential Information.

     

    (a)          Definitions.

     

    (i)          In performing its obligations pursuant to this Agreement, the parties may have access to
        and receive disclosure of certain Confidential Information about or belonging to the other, including but not limited to marketing philosophy, strategies (including tax mitigation strategies), techniques, and objectives; advertising and promotional
        copy; competitive advantages and disadvantages; financial results; technological developments; loan evaluation programs; customer lists; account information, profiles, demographics and Non-Public Personal Information (defined below); credit scoring
        criteria, formulas and programs; research and development efforts; any investor, financial, commercial, technical or scientific information (including, but not limited to, patents, copyrights, trademarks, service marks, trade names and dress, and

     

    
      10

      
        


    

    applications relating to same, trade secrets, software, code, inventions, know-how and similar information) and any and all other business information (hereinafter “Confidential
        Information”).

     

    (ii)          “Non-Public Personal Information” shall include all Personally Identifiable Financial
        Information in any list, description or other grouping of consumers/customers, and publicly available information pertaining to them, that is derived using any Personally Identifiable Financial Information that is not publicly available, and shall
        further include all Non-Public Personal Information as defined by Federal regulations implementing the Gramm-Leach-Bliley Act, as amended from time to time, and any state statues or regulations governing this agreement.

     

    (iii)          “Personally Identifiable Financial Information” means any information a consumer
        provides to a party in order to obtain a financial product or service, any information a party otherwise obtains about a consumer in connection with providing a financial product or service to that consumer, and any information about a consumer
        resulting from any transaction involving a financial product or service between a party and a consumer.  Personally Identifiable Financial Information may include, without limitation, a consumer’s first and last name, physical address, zip code,
        e-mail address, phone number, Social Security number, birth date, account number and any information that identifies, or when tied to the above information may identify, a consumer.

     

    (b)          Use of Confidential Information.  The parties agree that during the term of this Agreement and
        thereafter, Confidential Information is to be used solely in connection with satisfying their obligations pursuant to this Agreement, and that a party shall neither disclose Confidential Information to any third party, nor use Confidential
        Information for its own benefit, except as may be necessary to perform its obligations pursuant to this Agreement or as expressly authorized in writing by the other party, as the case may be.

     

    Neither party shall disclose any Confidential Information to any other persons or entities, except on a “need to know” basis and then only: (i) to their own employees and Agents (as
      defined below); (ii) to their own accountants and legal representatives, provided that any such representatives shall be subject to subsection (d) below; (iii) to their own affiliates, provided that such affiliates shall be restricted in use and
      redisclosure of the Confidential Information to the same extent as the parties hereto.  “Agents”, for purposes of this Section, mean each of the parties’ advisors, directors, officers, employees, contractors, consultants affiliated entities (i.e., an
      entity controlling, controlled by, or under common control with a party), or other agents.  If and to the extent any Agent of the recipient receive Confidential Information, such recipient party shall be responsible for such Agent’s full compliance
      with the terms and conditions of this Agreement and shall be liable for any such Agent’s non-compliance.

     

    (c)          Compelled Disclosure.  If a subpoena or other legal process seeking Confidential Information is
        served upon either party, such party will, to the extent not prohibited by law, rule or order, notify the other immediately and, to the maximum extent practicable prior to disclosure of any Confidential Information, will, at the other’s request and
        reasonable expense, cooperate in any lawful effort to contest the legal validity of such subpoena or other legal process.  The restrictions set forth herein shall apply during the term and after the termination of this

     

      

    
      11

      
        


    

    Agreement.  All Confidential Information furnished to the Asset Representations Reviewer or Servicer, as the case may be, or to which the Asset Representations Reviewer or Servicer gains access in connection
      with this Agreement, is the respective exclusive property of the disclosing party.

     

    (d)          Use by Agents, Employees, Subcontractors.  The parties shall take reasonable measures to prevent its
        Agents, employees and subcontractors from using or disclosing any Confidential Information, except as may be necessary for each party to perform its obligations pursuant to this Agreement.  Such measures shall include, but not be limited to, (i)
        education of such Agents, employees and subcontractors as to the confidential nature of the Confidential Information; and (ii) securing a written acknowledgment and agreement from such Agents, employees and subcontractors that the Confidential
        Information shall be handled only in accordance with provisions no less restrictive than those contained in this Agreement.  This provision shall survive termination of this Agreement.

     

    (e)          Remedies.  The parties agree and acknowledge that in order to prevent the unauthorized use or
        disclosure of Confidential Information, it may be necessary for a party to seek injunctive or other equitable relief, and that money damages may not constitute adequate relief, standing alone, in the event of actual or threatened disclosure of
        Confidential Information.  In addition, the harmed party shall be entitled to all other remedies available at law or equity including injunctive relief.

     

    (f)          Exceptions.  Confidential Information shall not include, and this Agreement imposes no obligations
        with respect to, information that:

     

    (i)          is or becomes part of the public domain other than by disclosure by a Party or its Agents
        in violation of this Agreement;

     

    (ii)         was disclosed to a Party prior to the Effective Date without a duty of confidentiality;

     

    (iii)        is independently developed by a Party outside of this Agreement and without reference to
        or reliance on any Confidential Information of the other Party; or

     

    (iv)        was obtained from a third party not known after reasonable inquiry to be under a duty of
        confidentiality.

     

    The foregoing exceptions shall not apply to any Non-Public Personal Information or Personally Identifiable Financial Information, which shall remain confidential in all circumstances,
      except as required or permitted to be disclosed by applicable law, statute, or regulation.

     

    (g)          Return of Confidential Information.  Subject to Section 4.2(e) of this Agreement, upon the request of
        a party, the other party shall return all Confidential Information to the other; provided, however, (a) each party shall be permitted to retain copies of the other party’s Confidential Information solely for archival, audit, disaster recovery,
        legal and/or regulatory purposes, and (b) neither party will be required to search archived electronic back-up files of its computer systems for the other party’s Confidential Information in order to purge the other

     

    
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    party’s Confidential Information from its archived files; provided further, that any Confidential Information so retained will (i) remain subject to the obligations and restrictions contained in this
      Agreement, (ii) will be maintained in accordance with the retaining party’s document retention policies and procedures, and (iii) the retaining party will not use the retained Confidential Information for any other purpose.

     

    Section 4.9.          Security and Safeguarding Information.

     

    (a)          Confidential Information that contains Non-Public Personal Information about customers is subject to the
        protections created by the Gramm-Leach-Bliley Act of 1999 (the “Act”) and under the standards for safeguarding Confidential Information, 16 CFR Part 314 (2002) adopted by Federal Trade Commission (“FTC”) (the “Safeguards  Rule”). 

        Additionally, state specific laws may regulate how certain confidential or personal information is safeguarded.  The parties agree with respect to the Non-Public Personal Information to take all appropriate measures in accordance with the Act, and
        any state specific laws, as are necessary to protect the security of the Non-Public Personal Information and to specifically assure there is no disclosure of the Non-Public Personal Information other than as authorized under the Act, and any state
        specific laws, and this Agreement.

     

    With respect to Confidential Information, including Non-Public Personal Information and Personally Identifiable Financial Information as applicable, each of the parties agrees that:

     

    (i)          It will use commercially reasonable efforts to safeguard and protect the confidentiality
        of any Confidential Information and agrees, warrants, and represents that it has or will implement and maintain appropriate safeguards designed to safeguard and protect the confidentiality of any Confidential Information.

     

    (ii)          It will not disclose or use Confidential Information provided except for the purposes as
        set in the Agreement, including as permitted under the Act and its implementing regulations, or other applicable law.

     

    (iii)          It acknowledges that the providing party is required by the Safeguards Rule to take
        reasonable steps to assure itself that its service providers maintain sufficient procedures to detect and respond to security breaches, and maintain reasonable procedures to discover and respond to widely-known security failures by its service
        providers.  It agrees to furnish to the providing party that appropriate documentation to provide such assurance.

     

    (iv)          It understands that the FTC may, from time to time, issue amendments to and
        interpretations of its regulations implementing the provisions of the Act, and that pursuant to its regulations, either or both of the parties hereto may be required to modify their policies and procedures regarding the collection, use, protection,
        and/or dissemination of Non-Public Personal Information.  Additionally, states may issue amendments to and interpretations of existing regulations, or may issue new regulations, which both of the parties hereto may be required to modify their
        policies and procedures.  To the extent such regulations are so amended or interpreted, each party hereto agrees to

     

    
      13

      
        


    

    

    

     

    use reasonable efforts to adjust the Agreement in order to comply with any such new requirements.

     

    (v)          By the signing of this Agreement, each party certifies that it has a written,
        comprehensive information security program that is in compliance with federal and state laws that are applicable to its respective organization and the types of Confidential Information it receives.

     

    (b)          The Asset Representations Reviewer represents and warrants that it has, and will continue to have, adequate
        administrative, technical, and physical safeguards designed to (i) protect the security, confidentiality and integrity of Non-Public Personal Information, (ii) ensure against anticipated threats or hazards to the security or integrity of Non-Public
        Personal Information, (iii) protect against unauthorized access to or use of Non-Public Personal Information and (iv) otherwise comply with its obligations under this Agreement.  These safeguards include a written data security plan, employee
        training, information access controls, restricted disclosures, systems protections (e.g., intrusion protection, data storage protection and data transmission protection) and physical security measures.

     

    (c)          Asset Representations Reviewer will promptly notify Servicer in the event it becomes aware of any
        unauthorized or suspected acquisition of data or Confidential Information that compromises the security, confidentiality or integrity of Servicer’s Confidential Information, whether internal or external.  The disclosure will include the date and
        time of the breach along with specific information compromised along with the monitoring logs, to the extent then known.  The Asset Representations Reviewer will use commercially reasonable efforts to take remedial action to resolve such breach.

     

    (d)          The Asset Representations Reviewer will cooperate with and provide information to the Issuer and the
        Servicer regarding the Asset Representations Reviewer’s compliance with this Section 4.9.  The Asset Representations Reviewer, the Issuer and the Servicer agree to modify Section 4.8 and this Section 4.9 as necessary for any party to comply with
        applicable law.

     

    ARTICLE V

      RESIGNATION AND REMOVAL

     

    Section 5.1.          Resignation and Removal of Asset Representations Reviewer.

     

    (a)          Resignation of Asset Representations Reviewer.  The Asset Representations Reviewer may not resign as
        Asset Representations Reviewer, except:

     

    (i)          upon determination that (A) the performance of its obligations under this Agreement is no
        longer permitted under applicable law and (B) there is no reasonable action that it could take to make the performance of its obligations under this Agreement permitted under applicable law;

     

    

    
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    (ii)          if the Asset Representations Reviewer ceases to be an Eligible Asset Representations
        Reviewer.

     

    (iii)         with the consent of the Issuer.

     

    The Asset Representations Reviewer will give the Issuer and the Servicer sixty (60) days’ prior notice of its resignation.  Any determination permitting the resignation of the Asset
      Representations Reviewer under subsection (i) above must be evidenced by an Opinion of Counsel of the Asset Representations Reviewer delivered to the Issuer, the Servicer, the Owner Trustee and the Indenture Trustee.  No resignation of the Asset
      Representations Reviewer will become effective until a successor Asset Representations Reviewer is in place.

     

    (b)          Removal of Asset Representations Reviewer.  The Issuer (i) may remove the Asset Representations
        Reviewer and terminate all of its rights and obligations (other than as provided in Section 4.5) under this Agreement (A) upon a breach of any of the representations, warranties, covenants or obligations of the Asset Representations Reviewer
        contained in this Agreement, (B) upon determination that (x) the performance of its obligations under this Agreement is no longer permitted under applicable law and (y) there is no reasonable action that it could take to make the performance of its
        obligations under this Agreement permitted under applicable law or (C) upon the occurrence of an Insolvency Event with respect to the Asset Representations Reviewer and (ii) must remove the Asset Representations Reviewer and terminate all of its
        rights and obligations (other than as provided in Section 4.5) under this Agreement if the Asset Representations Reviewer ceases to be an Eligible Asset Representations Reviewer, in each case, by notifying the Asset Representations Reviewer, the
        Indenture Trustee and the Servicer of the removal.

     

    (c)          Effectiveness of Resignation or Removal.  No removal of the Asset Representations Reviewer will
        become effective until a successor Asset Representations Reviewer is in place.  The predecessor Asset Representations Reviewer will continue to perform its obligations under this agreement until a successor asset Representations Reviewer is in
        place.

     

    Section 5.2.          Engagement of Successor.

     

    (a)          Successor Asset Representations Reviewer.  Following the resignation or removal of the Asset
        Representations Reviewer under Section 5.1, the Issuer will engage as the successor Asset Representations Reviewer a Person that is an Eligible Asset Representations Reviewer.  The successor Asset Representations Reviewer will accept its engagement
        or appointment by executing and delivering to the Issuer and the Servicer an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement or entering into a new Asset Representations Review Agreement with the Issuer
        that is on substantially the same terms as this Agreement.

     

    (b)          Transition and Expenses.  The predecessor Asset Representations Reviewer will cooperate with the
        successor Asset Representations Reviewer engaged by the Issuer in effecting the transition of the Asset Representations Reviewer’s obligations and rights under this Agreement.  The predecessor Asset Representations Reviewer will pay the reasonable
        expenses of the successor Asset Representations Reviewer in transitioning the Asset Representations

     

    
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    Reviewer’s obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on the obligations on receipt of an invoice with reasonable detail of the expenses from the
      successor Asset Representations Reviewer.  To the extent expenses incurred by the Asset Representations Reviewer in connection with the replacement of the Asset Representations Reviewer are not paid by the Asset Representations Reviewer that is being
      replaced, the Issuer will pay such expenses in accordance with the priority of payments set forth in Section 5.7(a) of the Sale and Servicing Agreement, Section 5.6(a) of the Indenture or Section 5.6(b) of the Indenture, as applicable.

     

    Section 5.3.          Merger, Consolidation or Succession.  Any Person (a) into which the Asset Representations
        Reviewer is merged or consolidated, (b) resulting from any merger or consolidation to which the Asset Representations Reviewer is a party, (c) which acquires substantially all of the assets of the Asset Representations Reviewer, or (d) succeeding
        to the business of the Asset Representations Reviewer, which Person is an Eligible Asset Representations Reviewer, will be the successor to the Asset Representations Reviewer under this Agreement.  Such Person will execute and deliver to the Issuer
        and the Servicer an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement (unless the assumption happens by operation of law).  No such transaction will be deemed to release the Asset Representations Reviewer
        from its obligations under this Agreement.

     

    ARTICLE VI

      OTHER AGREEMENTS

     

    Section 6.1.          Independence of Asset Representations Reviewer.  The Asset Representations Reviewer will be
        an independent contractor and will not be subject to the supervision of the Issuer or the Owner Trustee for the manner in which it accomplishes the performance of its obligations under this Agreement.  Unless expressly authorized by the Issuer, the
        Asset Representations Reviewer will have no authority to act for or represent the Issuer or the Owner Trustee and will not be considered an agent of the Issuer, the Holding Trust or the Owner Trustee.  Nothing in this Agreement will make the Asset
        Representations Reviewer and any of the Issuer, the Holding Trust or the Owner Trustee members of any partnership, joint venture or other separate entity or impose any liability as such on any of them.

     

      

    Section 6.2.          No Petition.  Each of the Servicer and the Asset Representations Reviewer, by entering into
        this Agreement, and the Owner Trustee and the Indenture Trustee, by accepting the benefits of this Agreement, agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after payment in full of (a)
        all securities issued by the Seller or by a trust for which the Seller was a depositor or (b) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against, the Seller, the Issuer or the Holding Trust any
        bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law.  This Section 6.2 will survive the termination of this Agreement.

     

      

    Section 6.3.          Limitation of Liability of Owner Trustee.  This Agreement has been signed on behalf of the
        Issuer by [___________] not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer.  In no event will [___________] in its individual capacity or any beneficial owner of the Issuer have any liability for the
        representations,

     

    
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    warranties, covenants, agreements or other obligations of the Issuer under this Agreement or in any of the certificates, notices or agreements delivered under this Agreement.

     

    Section 6.4.          Termination of Agreement.  This Agreement will terminate, except for the obligations under
        Section 4.5, on the earlier of (a) the payment in full of all outstanding Notes and the satisfaction and discharge of the Indenture and (b) the termination of the Issuer or the Holding Trust.

     

    ARTICLE VII

      MISCELLANEOUS PROVISIONS

     

    Section 7.1.          Amendments.

     

    (a)          This Agreement may be amended by the Asset Representations Reviewer, the Issuer and the Servicer, 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 Owner Trustee and the Indenture
        Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel described in Section 7.1(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 such action shall not, as evidenced by an
        Opinion of Counsel delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Certificateholder or Noteholder.

     

    (b)          This Agreement may also be amended from time to time by the Asset Representations Reviewer, the Issuer and
        the Servicer, 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 Section
        7.1(a), the Servicer provides the Indenture Trustee with an Opinion of Counsel (which may be provided by the Servicer’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 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, the Servicer 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

     

    
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    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 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 7.2.          Assignment; Benefit of Agreement; Third Party Beneficiaries.

     

    (a)          Assignment.  Except as stated in Section 5.3, this Agreement may not be assigned by the Asset
        Representations Reviewer without the consent of the Issuer and the Servicer.

     

    (b)          Benefit of the Agreement; Third-Party Beneficiaries.  This Agreement is for the benefit of and will
        be binding on the parties to this Agreement and their permitted successors and assigns.  The Owner Trustee and the Indenture Trustee, for the benefit of the Noteholders, and the Holding Trust will be third-party beneficiaries of this Agreement
        entitled to enforce this Agreement against the Asset Representations Reviewer and the Servicer.  No other Person will have any right or obligation under this Agreement.

     

    Section 7.3.          Notices.

     

    (a)          Delivery of Notices.  All notices, requests, demands, consents, waivers or other communications to or
        from the parties to this Agreement must be in writing and will be considered given:

     

    (i)          on delivery or, for a letter mailed by registered first class mail, postage prepaid,
        three (3) days after deposit in the mail;

     

    (ii)         for a fax, when receipt is confirmed by telephone, reply email or reply fax from the
        recipient;

     

    (iii)        for an email, when receipt is confirmed by telephone or reply email from the recipient;
        and

     

    (iv)        for an electronic posting to a password-protected website to which the recipient has
        access, on delivery (without the requirement of confirmation of receipt) of an email to that recipient stating that the electronic posting has occurred.

     

    (b)          Notice Addresses.  Any notice, request, demand, consent, waiver or other communication will be
        delivered or addressed as stated in Section 12.3(a) of the Sale and

     

    
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    Servicing Agreement or at another address as a party may designate by notice to the other parties.

     

    Section 7.4.          GOVERNING LAW.  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).

     

      

    Section 7.5.          Submission to Jurisdiction.  Each of the parties hereto hereby irrevocably and
        unconditionally:

     

      

    (a)          submits for itself and, as applicable, its property, in any legal action relating to this Agreement, the
        Basic Documents or any other documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts
        of the United States of America for the Southern District of New York and appellate courts from any thereof;

     

    (b)          consents that any such action may be brought in such courts and waives any objection that it may now or
        hereafter have to the venue of such action in any such court or that such action was brought in an inconvenient court and agrees not to plead or claim the same; and

     

    (c)          waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding
        arising out of or relating to this Agreement, the Basic Documents or the transactions contemplated hereby.

     

    Section 7.6.          No Waiver; Remedies.  No party’s failure or delay in exercising any power, right or remedy
        under this Agreement will operate as a waiver.  No single or partial exercise of any power, right or remedy will preclude any other or further exercise of the power, right or remedy or the exercise of any other power, right or remedy.  The powers,
        rights and remedies under this Agreement are in addition to any powers, rights and remedies under law.

     

      

    Section 7.7.          Severability.  Any provision of this Agreement that is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not
        invalidate or render unenforceable such provision in any other jurisdiction.

     

      

    Section 7.8.          Headings.  The headings of the various Articles and Sections herein are for convenience of
        reference only and shall not define or limit any of the terms or provisions hereof.

     

      

    Section 7.9.          Counterparts.  This Agreement may be executed in multiple counterparts.  Each counterpart
        will be an original, and all counterparts will together be one document.

     

    [Remainder of Page Left Blank]

     

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

     

    	 	
            EXETER AUTOMOBILE RECEIVABLES TRUST 20[__]-[__]

          
	 	 
	 	
            By: [OWNER TRUSTEE], not in its individual capacity but solely as Owner Trustee on behalf of the Trust.

          
	 	 
	 	 
	 	
            By:                                                                                  

                

                    Name:

                    Title:

          
	 	 
	 	 
	 	
            EXETER FINANCE LLC,

              Servicer

          
	 	 
	 	 
	 	
            
              By:                                                                                   

                      Name:

                      Title:

              

          
	 	 
	 	 
	 	
            [ASSET REPRESENTATIONS REVIEWER],

              Asset Representations Reviewer

          
	 	 
	 	 
	 	
            
              By:                                                                                  

                  

                      Name:

                      Title:

            

          


    

    

    
      
        


    

    
    Schedule A

      

      

      Representations and Warranties and Procedures to be Performed

     

    Representation

     

    [          ]

     

    Documents

     

    [          ]

     

    Procedures to be Performed

     

    [          ]

     

    

    

     

     

    

     

    

     

    

  

  

  
  Schedule A-1