MISCELLANEOUS PROVISIONS 8. Section 4.1 Amendment 8 Section 4.2 Protection of Right, Title and Interest in and to Receivables 9 Section 4.3 GOVERNING LAW 10 Section 4.4 Submission to Jurisdiction; Waiver of Jury Trial 10 Section 4.5 Notices 11 Section 4.6 Severability of Provisions 11 Section 4.7 Closing; Assignment; Conveyance of Receivables and Second Step Transferred Property to the Issuing Entity 11 Section 4.8 Cumulative Remedies 11 Section 4.9 Waivers 11 Section 4.10 Counterparts; Electronic Signatures 11 Section 4.11 Third-Party Beneficiaries 12 Section 4.12 Entire Agreement 12 Section 4.13 Headings 12 Section 4.14 Survival 12 Section 4.15 Nonpetition Covenant 12 Section 4.16 Limitation on Liability 13 EXHIBIT A FORM OF SECOND STEP RECEIVABLES ASSIGNMENT PURSUANT TO RECEIVABLES TRANSFER AGREEMENT CRVNA 2024-P2 Receivables Transfer Agreement RECEIVABLES TRANSFER AGREEMENT This RECEIVABLES TRANSFER AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 12, 2024 is by and between Carvana Receivables Depositor LLC, a Delaware limited liability company (the “Depositor”), and Carvana Auto Receivables Trust 2024-P2, a Delaware statutory trust (the “Issuing Entity”). AGREEMENTS
MISCELLANEOUS PROVISIONS 8. 1 Assignment No Party may assign its rights or obligations under this Agreement without the prior written consent of all the other Parties. 8.2
MISCELLANEOUS PROVISIONS 8. 1. This Contract is executed in the English and Russian languages, and both texts shall have equal force. In the event of a conflict between the two texts, the Russian text shall prevail. 8.2. Each Party represents and warrants to the other Party that as of the date hereof it has full corporate power and authority to execute and deliver this Contract and to consummate the transactions contemplated herein. 8.3. This Contract constitutes the entire agreement between the Parties with respect to the tax auditing services to be rendered hereunder. This Contract supersedes all prior or concurrent communications or proposals, oral or written, between the Paties relating to the subject matter hereof. 8.4. This Contract shall be interpreted in accordance with the common meaning of its terms. Captions used in this Contract are for convenience of reference only and shall not be deemed or construed as in any way limiting or extending the language of the provisions to which such captions may refer. 8.5. This Contract may be changed, modified or amended, and its terms waived, in whole or in part, only by a written instrument executed by the Parties hereto or, in the case of a waiver, by the Party waiving compliance 8.6. The obligations, agreements, indemnities, representations and warranties contained in this Contract shall survive and shall continue in effect following the execution of this Contract, and shall be and continue in effect notwithstanding any waiver of compliance with any of the terms, provisions or conditions of this Contract made by either Party. 8.7. In the event that any of the provisions contained in this Contract or any application thereof shall be deemed invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and any other application thereof shall not in any way be affected or impaired thereby. In the event that any provision is found to be invalid, illegal or unenforceable, this Contract shall be amended in writing to replace such provision with an enforceable provision, mutually acceptable to both Parties.
MISCELLANEOUS PROVISIONS 8. SECTION 1. ADMINISTRATIVE LEAVE 8 SECTION 2. CITY VEHICLE 9 SECTION 3. PERSONNEL RULES 9 SECTION 4. WORK SCHEDULE 9 SECTION 5. BILINGUAL PAY 9 SECTION 6. LONGEVITY PAY 10
MISCELLANEOUS PROVISIONS 8
