Common use of Purchased Property Clause in Contracts

Purchased Property. On each Closing Date, subject to the terms and conditions of this Agreement, the Transferor agrees to sell to the Trust, and the Trust agrees to purchase from the Transferor, a Receivables Pool and the following other property relating thereto (collectively, the “Purchased Property”): (i) all right, title and interest of the Transferor in, to and under each Receivable included in the applicable Receivables Pool listed on a Schedule of Receivables (the form of which is attached as Schedule 5 to the Pool Supplement) delivered to the Trust on such Closing Date and all monies received thereon after the related Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Transferor or the Servicer, as applicable, covering any related Financed Vehicle; (ii) the interest of the Transferor in the security interests in the related Financed Vehicles granted by Obligors pursuant to the Receivables in the applicable Receivables Pool and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Transferor in any proceeds from claims on any physical damage, credit life, credit disability, warranties, debt cancellation agreements or other insurance policies covering the related Financed Vehicles or Obligors, including any rebates or credits of any premium or other payment with respect to any of the foregoing; (iv) all of the Transferor’s right, title and interest in, to and under the related Receivable Files; (v) all of the Transferor’s right, title and interest in and to the Master Sale Agreement (Warehouse) and remedies thereunder and the assignment to the Trust of all UCC financing statements filed against Carvana under or in connection with the Master Sale Agreement (Warehouse); and (vi) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Purchased Property. On each Closing Date, subject to The Purchased Property shall include the terms and conditions of this Agreement, the Transferor agrees to sell to the Trust, and the Trust agrees to purchase from the Transferor, a Receivables Pool and the following other property relating thereto (collectively, the “Purchased Property”):following: (ia) all right, title inventory and interest of supplies present at the Transferor in, to Real Property and under each Receivable included in owned by Seller on the applicable Receivables Pool listed on a Schedule of Receivables (the form of which is attached as Schedule 5 to the Pool Supplement) delivered to the Trust on such Closing Date (including food, beverages, office and all monies received thereon after the related Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Transferor or the Servicer, as applicable, covering any related Financed Vehiclekitchen supplies); (ii) the interest of the Transferor in the security interests in the related Financed Vehicles granted by Obligors pursuant to the Receivables in the applicable Receivables Pool and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Transferor in any proceeds from claims on any physical damage, credit life, credit disability, warranties, debt cancellation agreements or other insurance policies covering the related Financed Vehicles or Obligors, including any rebates or credits of any premium or other payment with respect to any of the foregoing; (ivb) all of the Transferor’s right, title and interest in, to and under the related Receivable Files; (v) all of the TransferorSeller’s right, title and interest in and to the Master Sale Assumed Contracts and Leases, to the extent assignable; (c) all of Seller’s right, title and interest in the Residency Agreements, together with all pre-paid amounts paid by a resident pursuant to any Residency Agreement for or attributable to the periods from and after the Closing Date as well as any security deposits paid to Seller as of the Closing Date under the Residency Agreements (Warehouseto the extent such deposits can be transferred in accordance with applicable law) together with any interest thereon to the extent such interest is or may be payable to the residents (or their respective representatives, successors, heirs or assigns) at any time following the Closing Date each as more particularly described on Schedule 2.2(c) (collectively “Prepaids and Deposits”); (d) all tangible personal property present at the Real Property and owned by Seller (including without limitation equipment, furniture, fixtures, signage and vehicles used in, arising from or related to the Business as of the Closing Date); (e) the Real Property as more particularly described on Schedule 1.1(c) attached hereto and the Improvements located thereon; (f) subject to applicable laws and regulations, all transferable Licenses; (g) all original books, records, accounts, files, logs, ledgers, journals, and other documents and other materials of Seller (or copies thereof) including any electronic data stored on disc, tape or other electronic format relating to the ownership, use, operation or management of the Business, to the extent within the possession or control of Seller (although Seller may retain copies thereof for the preparation of tax returns, compliance with applicable laws, and other business purposes); (h) all marketing and promotional materials in Seller’s possession or control, which relate exclusively to the Business, if any, or the services they provide, to the extent of Seller’s rights in such materials, including without limitation brochures, renderings, photographs and signage (although Seller may retain copies thereof for compliance with applicable laws); (i) all warranties and guarantees regarding the installation, application, manufacture, composition and/or inspection of the Purchased Property, and all other manufacturer and third-party warranties and guarantees relating to any of the Purchased Property, to the extent such warranties and guarantees remain in effect and are assignable by Seller, without cost to Seller; (j) all telephone and facsimile numbers of each Facility, and any email addresses used by the Facilities; (k) Intentionally Deleted; (l) all rights to the trade names of the Facilities, including those names listed in Schedule 2.2(l) attached hereto, and all derivations thereof, including without limitation all Intellectual Property related to such name and all derivations thereof, and all other Intellectual Property owned by Seller and necessary to the conduct of the Business as now conducted by Seller; (m) all records of all residents at each Facility, whether or not such resident was in occupancy prior to or on the Closing Date to the extent in the possession or control of Seller or the Current Manager, to the extent transfer to Purchaser is not prohibited, and subject to Section 4.1(e) and remedies thereunder Section 10.1; (n) all intangible personal property of Seller, including all registrations, applications and licenses therefor, that is not specifically included in the Excluded Property, to the extent assignable, without cost to Seller, and for which any third party consents required for such assignment have been obtained; (o) all rights in and to any claims or causes of action to the extent they are in the nature of enforcing a guaranty, warranty, or a contract obligation to complete the Improvements, make repairs, or deliver services to the Purchased Property other than (i) claims for damages or other monetary loss incurred by Seller prior to the Closing Date and (ii) claims relating to Excluded Liabilities or Excluded Property; and (p) any other tangible or intangible assets, property or rights of any kind or nature not otherwise described above in this Section 2.2 and now owned or hereafter acquired between the Effective Date and the assignment to the Trust of all UCC financing statements filed against Carvana under or Closing Date by Seller and used in connection with the Master Sale Agreement operation of the Business (Warehouseother than Excluded Property and rights relating solely to the Excluded Liabilities); and (vi) all present and future claims, demands, causes and choses in action in respect of . To the extent any or all of the foregoing described Purchased Property is available in clauses (i) through (v) above and all payments on or under and all proceeds electronic format, Seller shall provide Purchaser with same in such electronic format, in addition to physical copies of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoingsame.

Purchased Property. On each Closing DateThe Purchased Property shall include all of the assets of Seller used in, subject arising from or related to the terms and conditions Business as of this Agreementthe Closing Date other than Excluded Property, including the Transferor agrees to sell to the Trust, and the Trust agrees to purchase from the Transferor, a Receivables Pool and the following other property relating thereto (collectively, the “Purchased Property”):following: (ia) all right, title inventory and interest of supplies on hand at each Facility on the Transferor in, to and under each Receivable included in the applicable Receivables Pool listed on a Schedule of Receivables (the form of which is attached as Schedule 5 to the Pool Supplement) delivered to the Trust on such Closing Date (including food, beverages, office and all monies received thereon after the related Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Transferor or the Servicer, as applicable, covering any related Financed Vehiclekitchen supplies); (ii) the interest of the Transferor in the security interests in the related Financed Vehicles granted by Obligors pursuant to the Receivables in the applicable Receivables Pool and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Transferor in any proceeds from claims on any physical damage, credit life, credit disability, warranties, debt cancellation agreements or other insurance policies covering the related Financed Vehicles or Obligors, including any rebates or credits of any premium or other payment with respect to any of the foregoing; (ivb) all of the Transferor’s right, title and interest in, to and under the related Receivable Files; (v) all of the TransferorSeller’s right, title and interest in and to the Master Sale Assumed Contracts and Leases, to the extent assignable; (c) all pre-paid amounts paid by a resident pursuant to any Residency Agreement for or attributable to the periods from and after the Closing Date as well as any security deposits paid to Seller as of the Closing Date under the Residency Agreements (Warehouseto the extent such deposits can be transferred in accordance with applicable law) together with any interest thereon to the extent such interest is or may be payable to the residents (or their respective representatives, successors, heirs or assigns) at any time following the Closing Date each as more particularly described on Schedule 2.2(c) (collectively “Prepaids and remedies thereunder Deposits”); (d) all of Seller’s tangible personal property (including without limitation equipment, furniture, fixtures, signage and vehicles used in, arising from or related to the Business (including without limitation the vehicles listed and described in Schedule 2.2(d), which schedule details the Facility where each vehicle is located and used ) as of the Closing Date; (e) the Real Property as more particularly described on Schedule 1.1(c) attached hereto and the assignment Facilities described herein; (f) subject to applicable laws and regulations, all transferable licenses, permits, certificates, approvals, and other governmental or regulatory authorizations necessary for or incident to the Trust ownership or operation of the Purchased Property in the manner in which they are owned and operated by Seller as of the Closing Date; (g) to the extent the same (x) relate to the period from and after the date Seller commenced operations in the Facility and (y) are within the possession or reasonable control of Seller: all original books, records, accounts, files, logs, ledgers, journals, and other documents and other materials of Seller (or copies thereof) including any electronic data stored on disc, tape or other electronic format relating to the ownership, use, or management of the Facility or its operations (although Seller may retain copies thereof for the preparation of tax returns, compliance with applicable laws, and other business purposes) (and expressly excluding from such obligation to deliver any materials concerning Seller's organizational structure, financing, capitalization, balance sheet, and any proprietary information concerning the development decision making template utilized in selecting the site or establishing a unit mix prior to commencement of construction of the Facility); (h) all marketing and promotional materials in Seller’s possession or control, which relate exclusively to the Business, if any, or the services they provide, to the extent of Seller’s rights in such materials, including without limitation brochures, renderings, photographs and signage (although Seller may retain copies thereof for compliance with applicable laws), provided that such materials as may contain Intellectual Property described in Section 2.3(g) below may only be retained or utilized by Purchaser during the period set forth in the Post-Closing Management Agreement. (i) all warranties and guarantees regarding the installation, application, manufacture, composition and/or inspection of the Purchased Property, and all other manufacturer and third-party warranties and guarantees relating to any of the Purchased Property, to the extent such warranties and guarantees remain in effect and are assignable by Seller; (j) all telephone and facsimile numbers of each Facility; (k) all goodwill of the Business as a going concern; (l) all records of all UCC financing statements filed against Carvana under residents at each Facility as of the Closing Date, whether or not such resident was in occupancy prior to or on the Closing Date in the possession or control of Seller or the Current Manager, to the extent transfer to Purchaser is not prohibited, and subject to Section 10.1; (m) all intangible personal property of Seller, including all registrations, applications and licenses therefor, that is not specifically included in the Excluded Property, to the extent assignable and for which any third party consents required for such assignment have been obtained; (n) all rights in and to any claims or causes of action to the extent they are in the nature of enforcing a guaranty, warranty, or a contract obligation to complete the Improvements, make repairs, or deliver services to the Purchased Property other than (i) claims for damages or other monetary loss incurred by Seller prior to the Closing Date and (ii) claims relating to Excluded Liabilities or Excluded Property; and (o) any other tangible or intangible assets, property or rights of any kind or nature not otherwise described above in this Section 2.2 and now owned or hereafter acquired between the Effective Date and the Closing Date by Seller and used in connection with the Master Sale Agreement operation of the Business (Warehouseother than Excluded Property and rights relating solely to the Excluded Liabilities); and (vi) all present and future claims, demands, causes and choses in action in respect of . To the extent any or all of the foregoing described Purchased Property is available in clauses (i) through (v) above and all payments on or under and all proceeds electronic format, Seller shall provide Purchaser with same in such electronic format, in addition to physical copies of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoingsame.