Carvana Auto Receivables Trust 2021-P2 Sample Contracts

SECOND AMENDED AND RESTATED SERVICING AGREEMENT
Servicing Agreement • November 5th, 2021 • Carvana Auto Receivables Trust 2021-P2 • Asset-backed securities • New York

This SECOND AMENDED AND RESTATED SERVICING AGREEMENT, effective as of October 31, 2021 (including the Exhibit and Annexes attached hereto, this “Agreement”), among Wells Fargo Bank, N.A. (“Wells Bank”) and Wells Fargo Delaware Trust Company, N.A. (“Wells Trust Company,” and together with Wells Bank, the “Sellers” and each, a “Seller”), Computershare Trust Company, N.A. (the “Bank Assets Purchaser”) and, upon execution of the Joinder Agreement, the Delaware Trust Assets Purchaser (together with the Bank Assets Purchaser, the “Purchasers” and each, a “Purchaser”), and Computershare Limited (“Guarantor”) (solely for purposes of Section 9.5).

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Contract
Servicing Agreement • June 29th, 2021 • Carvana Auto Receivables Trust 2021-P2 • Asset-backed securities • New York

This SERVICING AGREEMENT, dated as of June 24, 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-P2, a Delaware statutory trust (the “Issuing Entity”), CARVANA AUTO RECEIVABLES GRANTOR TRUST 2021-P2, 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”).

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Contract
Grantor Trust Agreement • June 29th, 2021 • Carvana Auto Receivables Trust 2021-P2 • Asset-backed securities • Delaware

This AMENDED AND RESTATED GRANTOR TRUST AGREEMENT, dated as of June 24, 2021 (this “Agreement”), is between CARVANA AUTO RECEIVABLES TRUST 2021-P2, 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”).

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COLLATERAL CUSTODIAN AGREEMENT
Collateral Custodian Agreement • June 29th, 2021 • Carvana Auto Receivables Trust 2021-P2 • Asset-backed securities • New York

This Collateral Custodian Agreement, dated as of June 24, 2021 (this “Agreement”), is among CARVANA AUTO RECEIVABLES TRUST 2021-P2, a Delaware statutory trust, as the issuing entity (the “Issuing Entity”), CARVANA AUTO RECEIVABLES GRANTOR TRUST 2021-P2, 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”).

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RECEIVABLES TRANSFER AGREEMENT
Receivables Transfer Agreement • June 29th, 2021 • Carvana Auto Receivables Trust 2021-P2 • 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 June 24, 2021, is by and between Carvana Receivables Depositor LLC, a Delaware limited liability company (the “Depositor”), and Carvana Auto Receivables Trust 2021-P2, a Delaware statutory trust (the “Issuing Entity”).

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RECEIVABLES CONTRIBUTION AGREEMENT
Receivables Contribution Agreement • June 29th, 2021 • Carvana Auto Receivables Trust 2021-P2 • 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 June 24, 2021, is by and between Carvana Auto Receivables Trust 2021-P2, a Delaware statutory trust (the “Issuing Entity”), and Carvana Auto Receivables Grantor Trust 2021-P2, a Delaware statutory trust (the “Grantor Trust”).

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RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • June 29th, 2021 • Carvana Auto Receivables Trust 2021-P2 • 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 June 24, 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”).

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BACKUP SERVICING AGREEMENT
Backup Servicing Agreement • June 29th, 2021 • Carvana Auto Receivables Trust 2021-P2 • Asset-backed securities • New York

This BACKUP SERVICING AGREEMENT, dated as of June 24, 2021 (this “Agreement”), is entered into by and among CARVANA AUTO RECEIVABLES TRUST 2021-P2, in its capacity as a client (the “Issuing Entity”), CARVANA AUTO RECEIVABLES GRANTOR TRUST 2021-P2, 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”).

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Contract
Administration Agreement • June 29th, 2021 • Carvana Auto Receivables Trust 2021-P2 • Asset-backed securities • New York

ADMINISTRATION AGREEMENT, dated as of June 24, 2021, is among CARVANA AUTO RECEIVABLES TRUST 2021-P2, a Delaware statutory trust, as issuer (the “Issuing Entity”), CARVANA AUTO RECEIVABLES GRANTOR TRUST 2021-P2, 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”).

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Contract
Asset Representations Review Agreement • June 29th, 2021 • Carvana Auto Receivables Trust 2021-P2 • Asset-backed securities • New York

This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of June 24, 2021, by and among CARVANA AUTO RECEIVABLES TRUST 2021-P2, a Delaware statutory trust, as issuing entity (the “Issuing Entity”), CARVANA AUTO RECEIVABLES GRANTOR TRUST 2021-P2, 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”).

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Contract
Trust Agreement • June 29th, 2021 • Carvana Auto Receivables Trust 2021-P2 • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of June 24, 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”).

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Contract
Indenture • June 29th, 2021 • Carvana Auto Receivables Trust 2021-P2 • Asset-backed securities • New York

INDENTURE, dated as of June 24, 2021 (this “Agreement” or this “Indenture”), among CARVANA AUTO RECEIVABLES TRUST 2021-P2, a Delaware statutory trust (the “Issuing Entity”), CARVANA AUTO RECEIVABLES GRANTOR TRUST 2021-P2, 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”).

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CARVANA AUTO RECEIVABLES TRUST 2021-P2 UNDERWRITING AGREEMENT June 15, 2021
Underwriting Agreement • June 17th, 2021 • Carvana Auto Receivables Trust 2021-P2 • Asset-backed securities • New York

Carvana Auto Receivables Trust 2021-P2 (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.

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