SALE AGREEMENT among EFCAR, LLC Purchaser EXETER FINANCE LLC Representation Provider and EXETER FLOW INTERMEDIARY TRUST Seller Dated as of April 30, 2021

Exhibit 10.2

among

EFCAR, LLC
Purchaser

EXETER FINANCE LLC
Representation Provider

and

EXETER FLOW INTERMEDIARY TRUST
Seller

Dated as of April 30, 2021

TABLE OF CONTENTS

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

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

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

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

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

ARTICLE 1.

DEFINITIONS

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

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

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

“Closing Date” means June 2, 2021.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 1.4      [Reserved].

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

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

ARTICLE 2.

CONVEYANCE OF THE EFIT RECEIVABLES
AND THE EFIT OTHER CONVEYED PROPERTY

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

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

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

ARTICLE 3.

REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

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

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

ARTICLE 4.

COVENANTS OF SELLER

SECTION 4.1      Protection of Title of Purchaser.

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

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

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

ARTICLE 5.

REPURCHASES

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

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

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

ARTICLE 6.

MISCELLANEOUS

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

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

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

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

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

SECTION 6.5      Amendment.

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

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

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

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

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

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

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

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

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

[Remainder of Page Intentionally Left Blank]

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

EFCAR, LLC, as Purchaser

Name:  ▇▇▇▇▇▇ ▇▇▇▇▇

Title:    Vice President, General Counsel and Secretary

EXETER FLOW INTERMEDIARY TRUST, as Seller

Name:  ▇▇▇ ▇▇▇▇▇▇

Title:    Executive Vice President and Treasurer

EXETER FINANCE LLC, as Representation Provider

Name:  ▇▇▇ ▇▇▇▇▇▇

Title:    Executive Vice President and Treasurer

Accepted:

▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION,
as Indenture Trustee

SCHEDULE A

[On file with Exeter and the Indenture Trustee]

SCHEDULE B