On January 31, 2024 (the “Closing Date”), EFCAR, LLC (“EFCAR”) transferred certain sub-prime automobile loan contracts (the “Receivables”) to Exeter Automobile Receivables Trust 2024-1, a Delaware statutory trust (the “Trust”), which were then transferred by the Trust to Exeter Holdings Trust 2024-1 (the “Holdings Trust”) in exchange for 100% of the beneficial ownership interests in the Holdings Trust.  On the Closing Date, the Trust granted a security interest in such beneficial ownership interest to Citibank, N.A., as indenture trustee (in such capacity, the “Indenture Trustee”), and issued its (i) Class A-1 Asset-Backed Notes in the aggregate original principal amount of $63,000,000; (ii) Class A-2 Asset-Backed Notes in the aggregate original principal amount of $147,380,000; (iii) Class A-3 Asset-Backed Notes in the aggregate original principal amount of $78,960,000; (iv) Class B Asset-Backed Notes in the aggregate original principal amount of $116,240,000; (v) Class C Asset-Backed Notes in the aggregate original principal amount of  $100,800,000; (vi) Class D Asset-Backed Notes in the aggregate original principal amount of $99,720,000; and (vii) Class E Asset-Backed Notes in the aggregate original principal amount of $56,540,000 (collectively, the “Notes”).  In connection with the issuance and sale of certain of the Notes, EFCAR is filing the agreements listed below, which were entered into on the Closing Date: (a) a Purchase Agreement, dated as of January 7, 2024 (the “Purchase Agreement”), between Exeter Finance LLC (“Exeter”), as seller, and EFCAR, as purchaser, pursuant to which Exeter transferred certain sub-prime automobile loan contracts (the “Receivables”) to EFCAR; (b) a Sale and Servicing Agreement, dated as of January 7, 2024 (the “Sale and Servicing Agreement”), among the Holdings Trust, EFCAR, as seller, Exeter, as servicer (in such capacity, the “Servicer”), the Trust, the Indenture Trustee and Citibank, N.A., as backup servicer (in such capacity, the “Backup Servicer”), pursuant to which EFCAR transferred the Receivables to the Trust and the Receivables are serviced by the Servicer; (c) a Contribution Agreement, dated as of January 7, 2024 (the “Contribution Agreement”), between the Holdings Trust, as transferee, and the Trust, as transferor, pursuant to which the Receivables were contributed by the Trust to the Holdings Trust; (d) an Amended and Restated Trust Agreement of the Trust, dated as of January 7, 2024, between EFCAR and Wilmington Trust Company, as owner trustee; (e) an Amended and Restated Trust Agreement of the Holdings Trust, dated as of January 7, 2024, between the Trust and Wilmington Trust Company, as owner trustee; (f) an Asset Representations Review Agreement, dated as of January

 

7, 2024 (the “Asset Representations Review Agreement”), among the Trust, the Servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”), pursuant to which the Asset Representations Reviewer agrees to review certain representations regarding the Receivables in certain circumstances; (g) an Indenture, dated as of January 7, 2024 (the “Indenture”), among the Trust, the Holdings Trust and the Indenture Trustee, pursuant to which the Notes were issued and a security interest in certain collateral was granted to the Indenture Trustee; (h) a Custodian Agreement, dated as of January 7, 2024 (the “Custodian Agreement”), among Exeter, as custodian (in such capacity, the “Custodian”), the Servicer and the Indenture Trustee, pursuant to which the Custodian maintains custody of certain files related to the Receivables; and (i) an Accession Agreement, dated as of January 31, 2024 (the “Accession Agreement”), between the Trust and the Indenture Trustee, pursuant to which the Trust and the Indenture Trustee became parties to the Intercreditor Agreement, dated December 9, 2022 (the “Intercreditor Agreement”), among the Servicer, Citibank, N.A., as intercreditor agent (in such capacity, the “Intercreditor Agent”), and each other party that becomes a party thereto from time to time pursuant to an accession agreement, related to one or more accounts which are the subject of the Deposit Account Control Agreement, dated December 9, 2022 (the “Deposit Account Control Agreement”), among the Servicer, the Intercreditor Agent, and Wells Fargo Bank, National Association, as lockbox bank (the “Lockbox Bank”).

 

Attached as Exhibit 4.2 is the Indenture, as Exhibit 4.3 is the Amended and Restated Trust Agreement of the Trust, as Exhibit 4.4 is the Amended and Restated Trust Agreement of the Holdings Trust, as Exhibit 4.5 is the Sale and Servicing Agreement, as Exhibit 10.1 is the Purchase Agreement, as Exhibit 10.2 is the Contribution Agreement, as Exhibit 10.4 is the Asset Representations Review Agreement, as Exhibit 10.5 is the Custodian Agreement and as Exhibit 10.7 is the Accession Agreement.

 

Item 9.01

Financial Statements and Exhibits.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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* Previously filed on Form 8-K on January 25, 2024.