ContractServicing Agreement • September 13th, 2021 • Carvana Auto Receivables Trust 2021-N3 • Asset-backed securities • New York
This SERVICING AGREEMENT, dated as of September 9, 2021 (together with all exhibits, schedules and appendices hereto and as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is entered into by and among CARVANA AUTO RECEIVABLES TRUST 2021-N3, a Delaware statutory trust (the “Issuing Entity”), CARVANA AUTO RECEIVABLES GRANTOR TRUST 2021-N3, a Delaware statutory trust (the “Grantor Trust”), BRIDGECREST CREDIT COMPANY, LLC, an Arizona limited liability company, as servicer (in such capacity, the “Servicer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”), and VERVENT INC., a Delaware corporation, as backup servicer (the “Backup Servicer”).
RECEIVABLES TRANSFER AGREEMENTReceivables Transfer Agreement • September 13th, 2021 • Carvana Auto Receivables Trust 2021-N3 • Asset-backed securities • New York
This RECEIVABLES TRANSFER AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of September 9, 2021, is by and between Carvana Receivables Depositor LLC, a Delaware limited liability company (the “Depositor”), and Carvana Auto Receivables Trust 2021-N3, a Delaware statutory trust (the “Issuing Entity”).
COLLATERAL CUSTODIAN AGREEMENTCollateral Custodian Agreement • September 13th, 2021 • Carvana Auto Receivables Trust 2021-N3 • Asset-backed securities • New York
This Collateral Custodian Agreement, dated as of September 9, 2021 (this “Agreement”), is among CARVANA AUTO RECEIVABLES TRUST 2021-N3, a Delaware statutory trust, as the issuing entity (the “Issuing Entity”), CARVANA AUTO RECEIVABLES GRANTOR TRUST 2021-N3, a Delaware statutory trust, as the grantor trust (the “Grantor Trust”), CARVANA, LLC, an Arizona limited liability company, as administrator (the “Administrator”), BRIDGECREST CREDIT COMPANY, LLC, an Arizona limited liability company, as servicer (the “Servicer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, acting through its document custody division (including, as applicable, any agents or affiliates utilized thereby), as collateral custodian (in such capacity, the “Collateral Custodian”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as indenture trustee (in such capacity, the “Indenture Trustee”).
RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • September 13th, 2021 • Carvana Auto Receivables Trust 2021-N3 • Asset-backed securities • New York
This RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of September 9, 2021, is by and between Carvana, LLC, an Arizona limited liability company (“Carvana”), as the seller (the “Seller”), and Carvana Receivables Depositor LLC, a Delaware limited liability company (the “Depositor”), as the purchaser (the “Purchaser”).
BACKUP SERVICING AGREEMENTBackup Servicing Agreement • September 13th, 2021 • Carvana Auto Receivables Trust 2021-N3 • Asset-backed securities • New York
This BACKUP SERVICING AGREEMENT, dated as of September 9, 2021 (this “Agreement”), is entered into by and among CARVANA AUTO RECEIVABLES TRUST 2021-N3, in its capacity as a client (the “Issuing Entity”), CARVANA AUTO RECEIVABLES GRANTOR TRUST 2021-N3, in its capacity as a client (the “Grantor Trust”, together with the Issuing Entity, the “Clients,” and each individually, a “Client”), BRIDGECREST CREDIT COMPANY, LLC, an Arizona limited liability company, in its capacity as servicer (the “Servicer”), and VERVENT INC., a Delaware corporation (the “Backup Servicer”).
RECEIVABLES CONTRIBUTION AGREEMENTReceivables Contribution Agreement • September 13th, 2021 • Carvana Auto Receivables Trust 2021-N3 • Asset-backed securities • New York
This RECEIVABLES CONTRIBUTION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of September 9, 2021, is by and between Carvana Auto Receivables Trust 2021-N3, a Delaware statutory trust (the “Issuing Entity”), and Carvana Auto Receivables Grantor Trust 2021-N3, a Delaware statutory trust (the “Grantor Trust”).
ContractAdministration Agreement • September 13th, 2021 • Carvana Auto Receivables Trust 2021-N3 • Asset-backed securities • New York
ADMINISTRATION AGREEMENT, dated as of September 9, 2021, is among CARVANA AUTO RECEIVABLES TRUST 2021-N3, a Delaware statutory trust, as issuer (the “Issuing Entity”), CARVANA AUTO RECEIVABLES GRANTOR TRUST 2021-N3, a Delaware statutory trust, as grantor trust (the “Grantor Trust”), CARVANA, LLC, an Arizona limited liability company, as administrator (“Carvana” or the “Administrator”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national association, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”).
ContractGrantor Trust Agreement • September 13th, 2021 • Carvana Auto Receivables Trust 2021-N3 • Asset-backed securities • Delaware
This AMENDED AND RESTATED GRANTOR TRUST AGREEMENT, dated as of September 9, 2021 (this “Agreement”), is between CARVANA AUTO RECEIVABLES TRUST 2021-N3, a Delaware statutory trust, in its capacity as a grantor (the “Grantor”), and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, as grantor trust trustee and not in its individual capacity (the “Grantor Trust Trustee”).
ContractAsset Representations Review Agreement • September 13th, 2021 • Carvana Auto Receivables Trust 2021-N3 • Asset-backed securities • New York
This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of September 9, 2021, by and among CARVANA AUTO RECEIVABLES TRUST 2021-N3, a Delaware statutory trust, as issuing entity (the “Issuing Entity”), CARVANA AUTO RECEIVABLES GRANTOR TRUST 2021-N3, a Delaware statutory trust, as grantor trust (the “Grantor Trust”), CARVANA, LLC, an Arizona limited liability company, in its capacity as administrator and sponsor (“Carvana,” the “Administrator” or the “Sponsor”), BRIDGECREST CREDIT COMPANY, LLC (the “Servicer”), and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company (the “Asset Representations Reviewer”).
ContractTrust Agreement • September 13th, 2021 • Carvana Auto Receivables Trust 2021-N3 • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 9, 2021 (this “Agreement”), is between CARVANA RECEIVABLES DEPOSITOR LLC, a Delaware limited liability company, in its capacity as a depositor (the “Depositor”), and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, as trustee and not in its individual capacity (the “Owner Trustee”).
ContractIndenture • September 13th, 2021 • Carvana Auto Receivables Trust 2021-N3 • Asset-backed securities • New York
INDENTURE, dated as of September 9, 2021 (this “Agreement” or this “Indenture”), among CARVANA AUTO RECEIVABLES TRUST 2021-N3, a Delaware statutory trust (the “Issuing Entity”), CARVANA AUTO RECEIVABLES GRANTOR TRUST 2021-N3, a Delaware statutory trust (the “Grantor Trust”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as indenture trustee and not in its individual capacity (the “Indenture Trustee”).
CARVANA AUTO RECEIVABLES TRUST 2021-N3 UNDERWRITING AGREEMENT August 30, 2021Underwriting Agreement • September 1st, 2021 • Carvana Auto Receivables Trust 2021-N3 • Asset-backed securities • New York
Carvana Auto Receivables Trust 2021-N3 (the “Issuing Entity”) will issue to Carvana Receivables Depositor LLC, a Delaware limited liability company (the “Depositor”), certain classes of asset backed notes (collectively, the “Notes”) pursuant to an indenture, to be dated as of the Closing Date (as amended and supplemented from time to time, the “Indenture”), between the Issuing Entity, the Grantor Trust, and the Indenture Trustee. The assets of the Issuing Entity will include, among other things, the indirect ownership of a pool of retail instalment contracts used to finance the purchase of used cars and light trucks (the “Receivables”) originated by Carvana, LLC (“Carvana”) and certain monies due or received thereunder on and after the Cutoff Date.
