8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 10, 2023
Exeter Automobile Receivables Trust 2022-1
(Exact name of Issuing Entity as specified in its charter)
EFCAR, LLC
(Exact name of Depositor / Registrant as specified in its charter)
Exeter Finance LLC
(Exact name of Sponsor as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
333-233850 333-233850-06	45-2673519 87-6640483
(Commission File Number)	(IRS Employer Identification No.)
2101 W. John Carpenter Freeway, Irving, Texas		75063
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code: (469) 754-4396
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Not applicable	Not applicable	Not applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On February 10, 2023, EFCAR, LLC, Wilmington Trust Company, Exeter Automobile Receivables Trust 2022-1, Exeter Holdings Trust 2022-1 and Citibank, N.A. entered into an Omnibus Amendment, constituting (i) Amendment No. 1 to that certain Amended and Restated Trust Agreement of Exeter Auto Receivables Trust 2022-1, dated as of January 23, 2022, and (ii) Amendment No. 1 to that certain Indenture, dated as of January 23, 2022, for the purpose of documenting the right, but not the obligation, of the holders of the equity of Exeter Auto Receivables Trust 2022-1 to make capital contributions to Exeter Auto Receivables Trust 2022-1.

On February 10, 2023, EFCAR, LLC, Exeter Automobile Receivables Trust 2022-1, Exeter Automobile Receivables Trust 2022-2, Exeter Automobile Receivables Trust 2022-3 and Exeter Automobile Receivables Trust 2022-4 entered into a Capital Contribution Agreement, as acknowledged by Citibank, N.A., as indenture trustee, pursuant to which EFCAR, LLC, as a holder of the equity of each of Exeter Automobile Receivables Trust 2022-1, Exeter Automobile Receivables Trust 2022-2, Exeter Automobile Receivables Trust 2022-3 and Exeter Automobile Receivables Trust 2022-4, may make certain limited capital contributions to each of such trusts.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits:

Exhibit No. Description

4.6 Omnibus Amendment among EFCAR, LLC, Wilmington Trust Company, Exeter Automobile Receivables Trust 2022-1, Exeter Holdings Trust 2022-1 and Citibank, N.A., constituting (i) Amendment No. 1 to that certain Amended and Restated Trust Agreement of Exeter Auto Receivables Trust 2022-1, dated as of January 23, 2022, and (ii) Amendment No. 1 to that certain Indenture, dated as of January 23, 2022.

4.7 Capital Contribution Agreement, among EFCAR, LLC, Exeter Automobile Receivables Trust 2022-1, Exeter Automobile Receivables Trust 2022-2, Exeter Automobile Receivables Trust 2022-3 and Exeter Automobile Receivables Trust 2022-4.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EFCAR, LLC

By:  /s/ Ben Miller                 

        Name:  Ben Miller

        Title:    Chief Executive Officer

Date: February 13, 2023

EX-4.6

Exhibit 4.6

OMNIBUS AMENDMENT TO

TRUST AGREEMENT AND INDENTURE

(Exeter Automobile Receivables Trust 2022-1)

This OMNIBUS AMENDMENT, dated as of February 10, 2023 (this “Omnibus Amendment”), constitutes (i) Amendment No. 1 to the Amended and Restated Trust Agreement, dated as of January 23, 2022 (the “Trust Agreement”), between EFCAR, LLC, as depositor (the “Seller”), and WILMINGTON TRUST COMPANY (the “Owner Trustee”) and (ii) Amendment No. 1 to the Indenture, dated as of January 23, 2022 (the “Indenture”), among EXETER AUTOMOBILE RECEIVABLES TRUST 2022-1 (the “Issuer”), EXETER HOLDINGS TRUST 2022-1 (the “Holding Trust”), and CITIBANK, N.A. (the “Indenture Trustee”).

WHEREAS, the Seller wishes to amend the Trust Agreement and the Issuer wishes to amend the Indenture to provide for the ability of any Certificateholder to make capital contributions, from time to time and in its sole discretion, to the Issuer and as otherwise set forth below;

WHEREAS, this Omnibus Amendment is being executed and delivered pursuant to and in accordance with (i) Section 10.1(a)(ii) of the Trust Agreement and (ii) Section 9.1(b) of the Indenture in order to make changes to the certain provisions of the Indenture;

WHEREAS, the Seller has determined that the amendment of the Trust Agreement is not inconsistent with the provisions of the Trust Agreement;

WHEREAS, (i) prior written notice has been provided to the Rating Agencies in accordance with Section 10.1(a) of the Trust Agreement, (ii) the Opinion of Counsel, described in Section 10.1(a) of the Trust Agreement, that this Omnibus Amendment will not adversely affect in any material respect the interests of any Noteholder or Certificateholder, has been delivered to the Owner Trustee and the Indenture Trustee, and (iii) the Opinion of Counsel, described in Section 10.1 of the Trust Agreement, that the execution of this Omnibus Amendment is authorized or permitted by the Trust Agreement and that all conditions precedent to this Omnibus Amendment set forth in the Trust Agreement have been satisfied has been delivered to the Owner Trustee; and

WHEREAS, (i) prior written notice has been provided to the Rating Agencies in accordance with Section 9.1(b) of the Indenture and (ii) the Opinion of Counsel, described in Section 9.1(b) of the Indenture, that (a) this Omnibus Amendment will not adversely affect in any material respect the interests of any Noteholder, (b) this Omnibus Amendment is authorized or permitted by the terms of the Indenture and (c) all conditions precedent to entering into this Omnibus Amendment set forth in the Indenture have been satisfied has been delivered to the Indenture Trustee and the Owner Trustee;

NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto hereby agree as follows:

SECTION 1.  Defined Terms.  Capitalized terms used but not defined herein shall have the meanings set forth in (i) the Sale and Servicing Agreement, dated as of January 23, 2022, among the Seller, the Issuer, the Holding Trust, the Indenture Trustee, Exeter Finance LLC, as

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servicer, and Citibank N.A., as backup servicer, (ii) the Indenture or (iii) the Trust Agreement, as applicable.

SECTION 2.  Amendments to the Trust Agreement.

2.1The defined term “Owner Trust Estate” in Section 1.1 of the Trust Agreement is hereby deleted and replaced in its entirety with the following:

“Owner Trust Estate” shall mean all right, title and interest of the Trust in and to the property and rights assigned to the Trust pursuant to the Contribution Agreement, including the Holding Trust Certificate, all funds on deposit from time to time in the Trust Accounts and all other property of the Trust from time to time, including any rights of the Trust pursuant to the Contribution Agreement and any capital contributions made by a Certificateholder to the Trust from time to time in accordance with Section 2.5 hereof.

2.2Section 2.5 of the Trust Agreement is hereby deleted and replaced in its entirety with the following:

SECTION 2.5Capital Contribution of Trust Estate.

The Owner Trustee hereby acknowledges receipt in trust from the Depositor of the Conveyed Assets (as defined in the Sale and Servicing Agreement) which shall constitute the initial Owner Trust Estate. The Depositor acknowledges that the Conveyed Assets have been transferred to, and are being held by, Citibank, N.A., as agent for the Trust. The Depositor shall pay organizational expenses of the Trust as they may arise.  The parties hereto acknowledge that any Certificateholder may, from time to time and in its sole and absolute discretion, make capital contributions to the Trust, which assets shall become a part of the Owner Trust Estate.

SECTION 3.  Amendments to the Indenture.

3.1Section 3.15 of the Indenture is hereby deleted and replaced in its entirety with the following:

Section 3.15Guarantees, Loans, Advances and Other Liabilities.  Except as contemplated by the Sale and Servicing Agreement, the Contribution Agreement or this Indenture, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person; provided, however, that the foregoing shall not be construed so as to prohibit the Issuer’s receipt of capital contributions made by one or more Certificateholders in accordance with Section 2.5 of the Trust

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Agreement which may be evidenced by a separate capital contribution agreement (each a “Capital Contribution Agreement”) among one or more Certificateholders, the Issuer, the Indenture Trustee (pursuant to an Issuer Order), and such other parties from time to time party thereto.

SECTION 4.  Effect of Omnibus Amendment.  As of the date of this Omnibus Amendment, the Trust Agreement and the Indenture shall be, and be deemed to be, modified and amended in accordance herewith and the respective rights, limitations, obligations, duties, liabilities and immunities of the respective parties thereto and hereto shall hereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the terms and conditions of this Omnibus Amendment shall be deemed to be part of the respective terms and conditions of the Trust Agreement and the Indenture, as applicable, for any and all purposes.  Except as modified and expressly amended by this Omnibus Amendment, each of the Trust Agreement and the Indenture is in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in full force and effect.  For the avoidance of doubt this Omnibus Amendment will not change (i) the duties or obligations of the Indenture Trustee or Backup Servicer under the Indenture or Sale and Servicing Agreement, including with respect to Section 5.9 of the Indenture (Statements to Noteholders) or (ii) the priority of payments in Section 5.7 of the Sale and Servicing Agreement or Section 5.6 of the Indenture.  The Indenture Trustee is hereby authorized and directed to execute any Capital Contribution Agreement for the sole purpose of acknowledging such agreement.  No Capital Contribution Agreement executed by the Indenture Trustee shall be construed to create any obligations or duties upon the Indenture Trustee nor shall the Indenture Trustee be obligated or have a duty to exercise any rights granted to the Indenture Trustee thereunder unless directed in writing by a Controlling Party.  Further, the Indenture Trustee is authorized and directed to making distributions pursuant to 5.7 of the Sale and Servicing Agreement in accordance with the Servicer’s Certificate, delivered pursuant to Section 4.9 of the Sale and Servicing Agreement, after the execution of any Capital Contribution Agreement, as reflect in the Servicer’s Certificate.

SECTION 5.  Severability.  Any provision of this Omnibus Amendment 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 6.  Separate Counterparts.  This Omnibus Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.  Each party agrees that this Omnibus Amendment and any other documents to be delivered in connection herewith may be electronically signed and delivered, and that any electronic signatures (including PDF or facsimile) appearing on this Omnibus Amendment or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

SECTION 7.  Headings.  The headings of the various Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

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SECTION 8.  Governing Law.  This Omnibus Amendment shall be governed by and construed in accordance with the laws of the state of New York, without reference to its conflict of law provisions (other than Section 5-1401 and 5-1402 of the General Obligations Law of the State of New York), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws; provided that, the amendments to each of the Basic Documents set forth in this Omnibus Amendment shall be governed by and construed in accordance with the laws of the jurisdiction selected in and governing such Basic Documents, without reference to the conflict of law provisions of such jurisdiction, and the obligations, rights and remedies of the parties hereunder with respect to such Basic Documents, as amended hereby, shall be determined in accordance with such laws.

SECTION 9.  Limitation of Liability of Owner Trustee.  It is expressly understood and agreed by the parties hereto that (i) this Omnibus Amendment is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee of the Holding Trust and the Issuer, the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust and the Issuer is made and intended not as personal representations, covenants, undertakings, and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Holding Trust and the Issuer, respectively, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Holding Trust, the Issuer, or any other Person in this Omnibus Amendment and (v) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Holding Trust or the Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust or the Issuer under this Omnibus Amendment or any other related documents.

SECTION 10.Limitation of Liability of Indenture Trustee.  This Omnibus Amendment has been executed and delivered by Citibank, N.A., not in its individual capacity but solely as Indenture Trustee, and in no event shall Citibank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Holding Trust or the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Holding Trust or the Issuer, as applicable.  The Indenture Trustee has the same rights, protections and immunities hereunder as it has under the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandis, which shall survive the satisfaction and discharge of the Indenture.

SECTION 11.Instruction. Pursuant to Section 9.1(b) of the Indenture, the Issuer hereby instructs the Indenture Trustee to execute this Omnibus Amendment, this instruction is an Issuer Order pursuant to the Indenture.  Pursuant to Sections 5.1 and 5.3 of each of the Holding Trust Agreement and the Trust Agreement, the Issuer, as Holding Trust Certificateholder, and the Seller as sole Certificateholder of the Issuer, hereby authorize and direct the Owner Trustee to execute this Omnibus Amendment on behalf of each of the Holding Trust and the Issuer. The

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Seller hereby certifies to the Owner Trustee that (i) it is the sole Certificateholder of the Issuer, (ii) all conditions precedent to the execution and delivery of this Omnibus Amendment have been satisfied, and (iii) this Omnibus Amendment is consistent with the terms of the Basic Documents. Each of the Seller and the Issuer waive all right to notice of the forgoing actions each may be entitled to under the Basic Documents.  Exeter agrees to indemnify the Owner Trustee against the costs, expenses and liabilities (including legal fees, costs and expenses and including all costs, expenses and liabilities incurred in connection with enforcement of indemnification rights hereunder) that may be incurred by the Owner Trustee in connection with this Omnibus Amendment.

 SECTION 12.Certificate Registrar and Certificate Paying Agent. In accordance with Section 10.1 of the Trust Agreement, the Seller hereby certifies that this Omnibus Amendment does not affect the rights, protections or duties of the Certificate Registrar or the Certificate Paying Agent and that, as a result, the consent of the Certificate Registrar or the Certificate Paying Agent is not required for the effectiveness of this Omnibus Amendment.

SECTION 13.    Indenture Trustee and Owner Trustee Make No Representation. Neither the Indenture Trustee nor the Owner Trustee makes any representation as to the validity or sufficiency of this Omnibus Amendment or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer.

SECTION 14.    Officer’s Certification.  The Seller has read the Trust Agreement, the Indenture, and the definitions in the Indenture, this Omnibus Amendment and the Sale and Servicing Agreement.  The Seller has examined the Basic Documents, the Issuer Order in Section 11 above, the Opinions of Counsel described in the fourth and fifth Whereas clauses hereto, the direction to the Owner Trustee in Section 11 above, the notices to the Rating Agencies described in the fourth and fifth Whereas clauses hereto, and this Omnibus Amendment.  In the opinion of the Seller, the Seller has made such examination or investigation as is necessary to enable the Seller to express the opinions stated herein.  In the opinion of the Seller, upon the full execution and delivery of this Omnibus Amendment, including the Issuer Order and direction to Owner Trustee included in Section 11 above and the Officer Certification in this Section 14, together with delivery of the Opinions of Counsel described in the fourth and fifth Whereas clause hereto and the prior notices provided to the Rating Agencies as described in fourth and fifth Whereas clauses hereto, all conditions precedent in the Trust Agreement and Indenture will be satisfied with respect to this Omnibus Amendment.  The Seller further certifies that this Omnibus Amendment is authorized and permitted by the Basic Documents.

[SIGNATURE PAGE FOLLOWS]

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

EXETER AUTOMOBILE RECEIVABLES TRUST 2022-1

By: Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee on behalf of the Issuer

By:/s/ Jacob Stapleford

Name:Jacob Stapleford

Title:  Assistant Vice President

EXETER HOLDINGS TRUST 2022-1

By: Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee on behalf of the Holding Trust

By:/s/ Jacob Stapleford

Name:Jacob Stapleford

Title:  Assistant Vice President

WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as Owner Trustee of the Issuer

By:/s/ Jacob Stapleford

Name:Jacob Stapleford

Title:  Assistant Vice President

CITIBANK, N.A.,
not in its individual capacity but solely as Indenture Trustee

By:/s/ Jennifer Morris

Name: Jennifer Morris

Title:   Senior Trust Officer

EFCAR, LLC,

as Seller and sole Certificateholder of the Issuer

By:/s/ Jeff Briggs

Name: Jeff Briggs

Title:   Assistant Vice President

ACKNOWLEDGED AND AGREED TO:

EXETER FINANCE LLC,

solely with respect to Section 11

By:/s/ Jeff Briggs

Name: Jeff Briggs

Title:   Senior Vice President and Assistant Treasurer

EX-4.7

Exhibit 4.7

THIS CAPITAL CONTRIBUTION AGREEMENT, dated as of February 10, 2023 (this “Agreement”), is executed by and among Exeter Finance LLC, a Delaware limited liability company (“Exeter Finance”), EFCAR, LLC, a Delaware limited liability company (“EFCAR”), Exeter Automobile Receivables Trust 2022-1, a Delaware statutory trust (a “Trust”), Exeter Automobile Receivables Trust 2022-2, a Delaware statutory trust (also, a “Trust”), Exeter Automobile Receivables Trust 2022-3, a Delaware statutory trust (also, a “Trust”), and Exeter Automobile Receivables Trust 2022-4, a Delaware statutory trust (also, a “Trust”).

W I T N E S S E T H :

WHEREAS, EFCAR is the sole owner of the equity interests in each of the Trusts, and Exeter Finance is the sole owner of the limited liability company interests in EFCAR;

WHEREAS, EFCAR, the Trusts, Exeter Holding Trust 2022-1, Exeter Holding Trust 2022-2, Exeter Holding Trust 2022-3, Exeter Holding Trust 2022-4, Wilmington Trust Company, as owner trustee, and Citibank, as indenture trustee, have entered into omnibus amendments to the Amended and Restated Trust Agreements of the Trusts and the related Indentures in order to provide for the ability of any certificateholder of a Trust to make capital contributions to such Trust, from time to time and in the sole discretion of such certificateholder; and

WHEREAS, Exeter Finance desires to make one or more capital contributions to EFCAR, and EFCAR desires to make one or more capital contributions to one or more of the Trusts, in each case in accordance with the terms of this Agreement.

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, each of the parties to this Agreement, intending to be legally bound, hereby agree as follows:

SECTION 1.1  Capital Contributions.

(a)Subject to the terms and conditions of this Agreement, Exeter Finance may (but shall have no obligation to), with respect to one or both of the monthly dates on which each Trust will make distributions of funds in February and March 2023 (each such distribution date, a “Contribution Date” and, collectively, the “Contribution Dates”), make capital contributions to EFCAR consisting of an assignment of Exeter Finance’s right to receive a specified amount of the percentage-based monthly servicing fee (the “Base Servicing Fee”) payable to Exeter Finance, in its capacity as servicer of the receivables beneficially owned by one or more of the Trusts, in an aggregate amount (for both Contribution Dates and for all Trusts) not to exceed $15,000,000.  In exchange for an increase in the value of Exeter Finance’s equity interest in EFCAR, Exeter Finance hereby assigns to EFCAR its right, on the applicable Contribution Date, to receive the amount, if any, of the Base Servicing Fee for each Trust that would otherwise be payable to Exeter Finance but which is identified in the monthly servicer report(s) delivered by Exeter Finance to the related indenture trustee as being netted against the amount of the Base Servicing Fee that would otherwise be payable to Exeter Finance on such Contribution Date.  Capitalized terms used herein and not

otherwise defined shall have the meaning set forth in the related Indenture or Sale and Servicing Agreement to which the Trust is a party.

(b)Simultaneously with the making of a capital contribution by Exeter Finance to EFCAR pursuant to Section 1.1(a), EFCAR shall make a capital contribution of the rights to payment assigned by Exeter Finance under Section 1.1(a) to one or more of the Trusts (as identified by Exeter Finance in the monthly servicer report(s) described in Section 1.1(a)) by assigning to each such Trust the right of Exeter Finance, in its capacity as servicer of the receivables beneficially owned by such Trust, to receive the specified amount of the Base Servicing Fee that was assigned by Exeter Finance to EFCAR with respect to such Contribution Date pursuant to Section 1.1(a).  In exchange for an increase in the value of EFCAR’s equity interest in each applicable Trust, EFCAR hereby assigns to each such Trust the rights to payment relating to such Trust, if any, assigned to EFCAR by Exeter Finance pursuant to Section 1.1(a).

(c)For administrative convenience, the amount of any Base Servicing Fee contributed on a Contribution Date by Exeter Finance to EFCAR pursuant to Section 1.1(a), and by EFCAR to the applicable Trusts pursuant to Section 1.1(b), shall be netted against the corresponding Base Servicing Fee that, prior to the assignment, would have been payable to Exeter Finance, in its capacity as servicer of the receivables beneficially owned by each applicable Trust, on the Contribution Date.  Exeter Finance shall provide notice, to the related indenture trustee, of the amount of the capital contribution to be made by EFCAR to a Trust pursuant to Section 1.1(b) in the Servicer’s Certificate delivered by Exeter Finance to the related indenture trustee for such Contribution Date, and each such capital contribution shall be deemed to have been made as the result of the distribution of funds by or on behalf of the related Trust on such Contribution Date in accordance with the terms of the applicable distribution instructions contained in the related Servicer’s Certificate delivered by Exeter Finance to the related indenture trustee for such Contribution Date.  Such Servicer’s Certificate shall continue to identify the total Base Servicing Fee, without regard to a capital contribution, for the related Collection Period.  Nothing in this Agreement shall affect the Backup Servicer’s obligations, including reporting, under the related Sale and Servicing Agreement.

(d)The execution and delivery of this Agreement shall constitute an acknowledgment by the parties hereto that they each intend that the assignments and transfers herein contemplated constitute a sale and assignment outright, and not for security, of each capital contribution made pursuant to the terms of this Agreement, conveying good title thereto free and clear of any liens. For the avoidance of doubt, the Base Servicing Fee may not be assigned following a Servicer Termination Event or if Exeter Finance is no longer acting as Servicer, including during the transition period after Exeter Finance receives notice of the termination of its rights and obligations as Servicer under the related Sale and Servicing Agreement, prior to the Successor Servicer being appointed.

SECTION 1.2  Representations and Warranties.  Each of Exeter Finance and EFCAR makes the following representations and warranties as of the date hereof and as of each Contribution Date on which a capital contribution is made. Such representations are made as of the execution and delivery of this Agreement, but shall survive the pledge of such capital contributions by the related Trust to the related indenture trustee under the related indenture.

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(a)Organization and Good Standing.  It been duly organized and is validly existing and in good standing as a Delaware limited liability company 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.

(b)Due Qualification.  It is duly qualified to do business, 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.  It has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement has been duly authorized by it by all necessary corporate action.

(d)No Consent Required.  It 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 each capital contribution made by it pursuant to the terms of this Agreement, enforceable against it and creditors of and purchasers from it; and this Agreement constitutes its legal, valid and binding obligation 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, its limited liability company agreement, or any indenture, agreement, mortgage, deed of trust or other instrument to which it 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, or violate any law, order, rule or regulation applicable to it of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over it or any of its properties.

(g)No Proceedings.  There are no proceedings or investigations pending or, to its knowledge, threatened against it, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it 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 it 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

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tax upon, the transfer and acquisition of any capital contribution made pursuant to the terms of this Agreement or the pledge thereof to the related indenture trustee under the related indenture.

(h)Solvency.  It is not insolvent, nor will it be made insolvent by any capital contribution made pursuant to the terms of this Agreement, nor does it anticipate any pending insolvency.  It reasonably believes that each Trust receiving a capital contribution pursuant to the terms of this Agreement is solvent.

In the event of any breach of a representation and warranty made by EFCAR hereunder, each Trust 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 EFCAR, or by a trust or similar vehicle formed by EFCAR (other than such Trust), have been paid in full.  The parties hereto agree that damages will not be an adequate remedy for any such breach.  Each of Exeter Finance and EFCAR shall be liable in accordance herewith only to the extent of the obligations in this Agreement specifically undertaken by Exeter Finance and EFCAR, respectively, and the representations and warranties of Exeter Finance and EFCAR, respectively.

SECTION 1.3  Amendment. This Agreement may be amended by Exeter Finance and EFCAR, with the consent of the Trusts.  Any Amendment which impacts the rights, duties, obligations or protections of  Wilmington Trust Company, in its individual capacity or as the related Owner Trustee, or Citibank, N.A., in its individual capacity or as the related Indenture Trustee, Note Paying Agent or Backup Servicer under the related Indentures or Sale and Servicing Agreements shall require such parties written consent, to be supplied in their sole discretion.

SECTION 1.5  Merger and Integration.  Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties hereto relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended, waived or supplemented except as provided herein.

SECTION 1.6  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 1.7  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 1.8  Waiver of Jury Trial.  THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS

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AGREEMENT OR ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

SECTION 1.9  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.  Each of the parties hereto further agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

SECTION 1.10  Subsequent Conveyance of Capital Contributions.  Each of Exeter Finance and EFCAR acknowledges that each Trust intends, pursuant to the related indenture, to pledge the amount of each capital contribution made pursuant to the terms of this Agreement, together with its rights under this Agreement, to the related indenture trustee, for the benefit of the related noteholders and  certificateholders, at the time such capital contribution is made to such Trust.  Each of Exeter Finance and EFCAR acknowledges and consents to each such pledge and waives any further notice thereof, and covenants and agrees that the rights of each Trust hereunder are intended to benefit the related noteholders and the certificateholders.

SECTION 1.11  Nonpetition Covenant.  Neither EFCAR nor any Trust shall petition or otherwise invoke the process of any court or government authority for the purpose of commencing or sustaining a case against any such other party under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of such other party or any substantial part of their respective property, or ordering the winding up or liquidation of the affairs of such other party.

SECTION 1.12  Limitation of Liability of Trustees.  It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as owner trustee of each Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, covenants, undertakings and agreements herein made on the part of such Trust is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only such Trust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by such Trust in this Agreement and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of such Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by such Trust under this Agreement or any other related documents.

The Indenture Trustee has the same rights, protections and immunities hereunder as it has under the related Indentures as if such rights, protections and immunities were expressly set forth

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herein mutatis mutandis, which shall survive the satisfaction and discharge of the related Indentures and this Agreement.

[Remainder of Page Intentionally Left Blank]

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

EXETER FINANCE LLC

By:/s/ Jeff Briggs

Name:Jeff Briggs

Title:Senior Vice President and Assistant Treasurer

EFCAR, LLC

By:/s/ Jeff Briggs

Name:Jeff Briggs

Title:Assistant Vice President

EXETER AUTOMOBILE RECEIVABLES TRUST 2022-1, as a Trust

By:WILMINGTON TRUST COMPANY, not in its individual capacity but solely as owner trustee of such Trust

By:/s/ Jacob Stapleford
Name:  Jacob Stapleford
Title:  Assistant Vice President

EXETER AUTOMOBILE RECEIVABLES TRUST 2022-2, as a Trust

By:WILMINGTON TRUST COMPANY, not in its individual capacity but solely as owner trustee of such Trust

By:/s/ Jacob Stapleford
Name:  Jacob Stapleford
Title:  Assistant Vice President

EXETER AUTOMOBILE RECEIVABLES TRUST 2022-3, as a Trust

By:WILMINGTON TRUST COMPANY, not in its individual capacity but solely as owner trustee of such Trust

By:/s/ Jacob Stapleford
Name:  Jacob Stapleford
Title:  Assistant Vice President

EXETER AUTOMOBILE RECEIVABLES TRUST 2022-4, as a Trust

By:WILMINGTON TRUST COMPANY, not in its individual capacity but solely as owner trustee of such Trust

By:/s/ Jacob Stapleford
Name:  Jacob Stapleford
Title:  Assistant Vice President

ACKNOWLEDGED AND AGREED TO BY:

CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee for each of the Trusts

By:/s/ Jennifer Morris
Name:  Jennifer Morris
Title:  Senior Trust Officer