FORM OF ACCESSION AGREEMENT

 

Reference is hereby made to that certain Intercreditor Agreement, dated as of December 9, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among (i) Exeter Finance LLC, as servicer, (ii) Citibank, N.A., as intercreditor agent, and (iii) each Other Party that becomes a party thereto pursuant to the terms thereof.  Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement.

 

This is an Accession Agreement and is being entered into pursuant to the Agreement.  Each undersigned Other Party hereby: (i) acknowledges and confirms that it has received a copy of the Agreement, (ii) agrees to be bound by the terms and conditions of the Agreement as if it were an original signatory thereto, (iii) acknowledges that it only has and will only have at any time rights to Remittances in respect of the Receivables that are owned by or pledged at such time to such Other Party pursuant to a Transaction Document under the related Transaction described in (A) below:

 

A.  Name of Transaction (name of issuing entity):  Exeter Automobile Receivables Trust 2025-2.

 

B.  Identification of Indenture:  Indenture, dated as of March 2, 2025, among Exeter Automobile Receivables Trust 2025-2, Exeter Holdings Trust 2025-2 and Citibank, N.A., as indenture trustee.

 

C.  Citibank, N.A., as an Other Party, hereby advises that, for purposes of the Agreement, the following shall apply with respect to such Other Party:

 

 

Citibank, N.A.

388 Greenwich Street

New York, New York 10013

Attention: Citibank Agency & Trust, EART 2025-2

 

 

Indenture Trustee and Secured Party

 

D.   Exeter Automobile Receivables Trust 2025-2, as an Other Party, hereby advises that, for purposes of the Agreement, the following shall apply with respect to such Other Party:

 

 

Exeter Automobile Receivables Trust 2025-2

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-0001

Attention: Corporate Trust Administration

 

With copies to:

 

Exeter Automobile Receivables Trust 2025-2

c/o Exeter Finance LLC

2101 W. John Carpenter Freeway

Irving, Texas 75063

Attention: Chief Financial Officer

 

and

 

Exeter Automobile Receivables Trust 2025-2

c/o Exeter Finance LLC

2101 W. John Carpenter Freeway

Irving, Texas 75063

Attention: Chief Legal Officer

 

 

 

[Signature pages follow.]

 

IN WITNESS WHEREOF, the Other Party identified below has executed this Accession Agreement as of the 26th day of March, 2025.