CRVNA 2024-P3 Asset Representations Review Agreement This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of September 17, 2024, by and among CARVANA AUTO RECEIVABLES TRUST 2024-P3, a Delaware statutory trust, as issuing...
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EXECUTION VERSION ASSET REPRESENTATIONS REVIEW AGREEMENT CARVANA AUTO RECEIVABLES TRUST 2024-P3, as Issuing Entity and CARVANA AUTO RECEIVABLES GRANTOR TRUST 2024-P3, as Grantor Trust and CARVANA, LLC, as Administrator and Sponsor and BRIDGECREST CREDIT COMPANY, LLC as Servicer and XXXXXXX FIXED INCOME SERVICES LLC as Asset Representations Reviewer _____________________________ Dated as of September 17, 2024 _____________________________ Exhibit 10.6
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TABLE OF CONTENTS Page -i- CRVNA 2024-P3 Asset Representations Review Agreement ARTICLE I. USAGE AND DEFINITIONS .............................................................................. 1 Section 1.01 Usage and Definitions .......................................................................... 1 Section 1.02 Definitions............................................................................................ 1 ARTICLE II. ENGAGEMENT; ACCEPTANCE .................................................................... 3 Section 2.01 Engagement; Acceptance. .................................................................... 3 Section 2.02 Confirmation of Status. ........................................................................ 3 Section 2.03 Consent to Filing .................................................................................. 3 ARTICLE III. ASSET REPRESENTATIONS REVIEW PROCESS ................................... 3 Section 3.01 Asset Representations Review Notices and Identification of Review Receivables. ............................................................................ 3 Section 3.02 Review Materials. ................................................................................ 4 Section 3.03 Performance of Reviews. ..................................................................... 4 Section 3.04 Review Report. .................................................................................... 5 Section 3.05 Review Representatives. ...................................................................... 6 Section 3.06 Dispute Resolution. .............................................................................. 6 Section 3.07 Limitations on Review Obligations. .................................................... 7 ARTICLE IV. ASSET REPRESENTATIONS REVIEWER .................................................. 7 Section 4.01 Representations and Warranties of the Asset Representations Reviewer. ............................................................................................. 7 Section 4.02 Fees and Expenses ............................................................................... 9 Section 4.03 Limitation on Liability. ...................................................................... 10 Section 4.04 Indemnification by Asset Representations Reviewer. ....................... 10 Section 4.05 Indemnification of Asset Representations Reviewer. ........................ 10 Section 4.06 Inspections of Asset Representations Reviewer ................................ 11 Section 4.07 Delegation of Obligations .................................................................. 12 Section 4.08 Confidential Information ................................................................... 12 Section 4.09 Personally Identifiable Information ................................................... 13 ARTICLE V. REMOVAL, RESIGNATION .......................................................................... 16 Section 5.01 Eligibility of the Asset Representations Reviewer. ........................... 16 Section 5.02 Resignation and Removal of Asset Representations Reviewer. ........ 16 Section 5.03 Successor Asset Representations Reviewer. ...................................... 17
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TABLE OF CONTENTS (continued) Page -ii- CRVNA 2024-P3 Asset Representations Review Agreement Section 5.04 Merger, Consolidation or Succession ................................................ 17 ARTICLE VI. OTHER AGREEMENTS ................................................................................ 18 Section 6.01 Independence of the Asset Representations Reviewer. ..................... 18 Section 6.02 No Petition ......................................................................................... 18 Section 6.03 Limitation of Liability of Owner Trustee and Grantor Trust Trustee................................................................................................ 18 Section 6.04 Termination of Agreement ................................................................. 19 ARTICLE VII. MISCELLANEOUS PROVISIONS ............................................................. 19 Section 7.01 Amendments. ..................................................................................... 19 Section 7.02 Assignment; Benefit of Agreement; Third Party Beneficiaries ......... 20 Section 7.03 Notices ............................................................................................... 20 Section 7.04 GOVERNING LAW ........................................................................ 21 Section 7.05 Submission to Jurisdiction, Waiver of Jury Trial .............................. 21 Section 7.06 Waivers .............................................................................................. 21 Section 7.07 Entire Agreement ............................................................................... 22 Section 7.08 Severability of Provisions .................................................................. 22 Section 7.09 Headings ............................................................................................ 22 Section 7.10 Binding Effect .................................................................................... 22 Section 7.11 Cumulative Remedies ........................................................................ 22 Section 7.12 Counterparts; Electronic Signatures .................................................. 22 Section 7.13 Legal Fees Associated with Indemnification ..................................... 23 SCHEDULE A Review Materials SCHEDULE B Representations, Warranties and Tests
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CRVNA 2024-P3 Asset Representations Review Agreement This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of September 17, 2024, by and among CARVANA AUTO RECEIVABLES TRUST 2024-P3, a Delaware statutory trust, as issuing entity (the “Issuing Entity”), CARVANA AUTO RECEIVABLES GRANTOR TRUST 2024-P3, 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 XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company (the “Asset Representations Reviewer”). WHEREAS, the Issuing Entity desires to engage the Asset Representations Reviewer to perform reviews of certain Receivables for compliance with certain representations and warranties made with respect thereto; and WHEREAS, the Asset Representations Reviewer desires to perform such reviews of Receivables in accordance with the terms of this Agreement. NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: ARTICLE I. USAGE AND DEFINITIONS Section 1.01 Usage and Definitions. Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Part I of Appendix A to the Receivables Purchase Agreement, dated as of the date hereof (the “Receivables Purchase Agreement”), among Carvana, LLC as the seller and Carvana Receivables Depositor LLC as the purchaser. All references herein to “the Agreement” or “this Agreement” are to this Asset Representations Review Agreement as it may be amended, supplemented or modified from time to time, the exhibits and schedules hereto and the capitalized terms used herein, which are defined in Part I of such Appendix A, and all references herein to Articles, Sections and Subsections are to Articles, Sections or Subsections of this Agreement unless otherwise specified. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Agreement. Section 1.02 Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings: “Annual Fee” has the meaning stated in Section 4.02(a). “Collateral Custodian Review Materials” means the documents, data, and other information required for each “Test” in Schedule A.
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2 CRVNA 2024-P3 Asset Representations Review Agreement “Confidential Information” has the meaning stated in Section 4.08(b). “Eligible Representations” shall mean those representations identified within the “Tests” included in Schedule B. “Information Recipients” has the meaning stated in Section 4.08(a). “Indemnified Person” has the meaning stated in Section 4.05(a). “Issuing Entity PII” has the meaning stated in Section 4.09(a). “PII” has the meaning stated in Section 4.09(a). “Privacy Laws” has the meaning stated in Section 4.09(b). “Review Fee” has the meaning stated in Section 4.02(b). “Review Materials” means the Collateral Custodian Review Materials, the Servicer Review Materials and the Sponsor Review Materials. “Review Receivables” means those Delinquent Receivables that have been Delinquent Receivables for more than 60 days as of the last day of the preceding Collection Period identified by the Sponsor as requiring an Asset Representations Review by the Asset Representations Reviewer following receipt of an Asset Representations Review Notice according to Section 3.01. “Review Report” has the meaning stated in Section 3.04. “Servicer Review Materials” means the documents, data, and other information required for each “Test” in Schedule A. “Servicer System of Record” means the information storage and retrieval system that is the authoritative data source for the Servicer’s servicing activities. “Sponsor Review Materials” means the documents, data, and other information required for each “Test” in Schedule A. “Tests” means the procedures listed in Schedule B as applied to the process described in Section 3.03. “Test Complete” has the meeting stated in Section 3.03(c). “Test Fail” has the meaning stated in Section 3.03(a). “Test Pass” has the meaning stated in Section 3.03(a).
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3 CRVNA 2024-P3 Asset Representations Review Agreement ARTICLE II. ENGAGEMENT; ACCEPTANCE Section 2.01 Engagement; Acceptance. The Issuing Entity hereby engages Xxxxxxx Fixed Income Services LLC to act as the Asset Representations Reviewer for the Issuing Entity. Xxxxxxx Fixed Income Services LLC accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms stated in this Agreement. Section 2.02 Confirmation of Status. The parties confirm that the Asset Representations Reviewer is not responsible for (a) reviewing the Receivables for compliance with the representations and warranties under the Transaction Documents, except as described in this Agreement, or (b) determining whether noncompliance with the representations or warranties constitutes a breach of the Transaction Documents, or if any Receivable is required to be repurchased. Section 2.03 Consent to Filing. The Asset Representations Reviewer hereby consents to the filing of this Agreement, including the schedules hereto, with the Commission. ARTICLE III. ASSET REPRESENTATIONS REVIEW PROCESS Section 3.01 Asset Representations Review Notices and Identification of Review Receivables. On receipt of an Asset Representations Review Notice from the Indenture Trustee according to Section 12.2(d) of the Indenture, the Asset Representations Reviewer will start an Asset Representations Review. The Servicer, at the direction of the Issuing Entity, will provide the list of Review Receivables to the Asset Representations Reviewer within 20 Business Days of receipt of the Asset Representations Review Notice. The Asset Representations Reviewer will not be obligated to start, and will not start, an Asset Representations Review until an Asset Representations Review Notice and the related list of Review Receivables is received. The Asset Representations Reviewer is not obligated to verify (i) whether the conditions to the initiation of the Asset Representations Review and the issuance of an Asset Representations Review Notice described in Section 12.2 of the Indenture were satisfied or (ii) the accuracy or completeness of the list of Review Receivables provided by the Servicer, at the direction of the Issuing Entity.
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4 CRVNA 2024-P3 Asset Representations Review Agreement Section 3.02 Review Materials. (a) Access to Review Materials. Within 60 days of the Noteholder vote approving the Asset Representations Review pursuant to Section 12.2 of the Indenture, the Issuing Entity will instruct the Servicer, the Sponsor and the Collateral Custodian (only in the case of clause (iv) below) to provide the Asset Representations Reviewer with access to the Review Materials for all Review Receivables in one or more of the following ways, at its option: (i) by providing access to the Servicer’s systems or the Sponsor’s systems as applicable, either remotely or at an office of the applicable party, (ii) by electronic posting to a password-protected website to which the Asset Representations Reviewer has access, (iii) by providing originals or photocopies at an office of the applicable party, (iv) in the case of the Collateral Custodian’s systems, by providing physical access to the Asset Representations Reviewer in the presence of an employee of the Collateral Custodian or (v) in another manner agreed by the applicable party and the Asset Representations Reviewer, in each case in compliance with Applicable Law. The Servicer may, but shall not be obligated to, redact or remove Personally Identifiable Information from the Review Materials so long as such reduction or removal does not result in a change in the meaning or usefulness of the Review Materials. The Asset Representations Reviewer shall be entitled to rely in good faith, without independent investigation or verification, that the Review Materials are accurate and complete in all material respects, and not misleading in any material respect. (b) Missing or Insufficient Review Materials. Upon receipt of the Review Materials, the Asset Representations Reviewer will review the Review Materials to determine if any Review Materials are missing or insufficient for the Asset Representations Reviewer to perform any Test. If the Asset Representations Reviewer determines any missing or insufficient Review Materials, the Asset Representations Reviewer will notify the Servicer, the Sponsor and the Collateral Custodian promptly, and in any event no less than 15 calendar days before completing the Asset Representations Review. The Servicer, the Sponsor and or the Collateral Custodian, as applicable, will have 15 calendar days to give the Asset Representations Reviewer access to the missing Review Materials or other documents or information to correct the insufficiency. If the missing Review Materials or other documents have not been provided by the Servicer, the Sponsor or the Collateral Custodian, as applicable, within 15 calendar days, the related Review Report will report a Test Fail for each Test that requires use of the missing or insufficient Review Materials. Section 3.03 Performance of Reviews. (a) Test Procedures. For an Asset Representations Review, the Asset Representations Reviewer will perform, for each Review Receivable, the Tests for each Eligible Representation. In the course of its review, the Asset Representations Reviewer will use the Review Materials listed in Schedule A as specified in the description of each Test under Schedule B. For each Test and Review Receivable, the Asset Representations Reviewer will determine if the Test has been satisfied (a “Test Pass”) or if the Test has not been satisfied (a “Test Fail”). During the course of its review, the Asset Representations Reviewer will provide the Issuing Entity, the Grantor Trust and the Servicer and the Sponsor with a preliminary list of any Test Fail and the issues identified and, at that time, the Sponsor has the option of electing to provide additional Review Materials or information which the Asset Representations Reviewer will analyze and consider in preparing the Review Report.
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5 CRVNA 2024-P3 Asset Representations Review Agreement (b) Review Period. The Asset Representations Reviewer will complete the Asset Representations Review within 60 days of receiving access to the Review Materials. However, if missing or additional Review Materials are subsequently provided to the Asset Representations Reviewer as described in Sections 3.02(b) or 3.03(a), the Asset Representations Review period may be extended for an additional 30 days. (c) Completion of Review for Certain Review Receivables. Following the delivery of the list of the Review Receivables and before the delivery of the Review Report by the Asset Representations Reviewer, the Issuing Entity or the Administrator, on the Issuing Entity’s behalf, may notify the Asset Representations Reviewer if a Review Receivable is paid in full by the Obligor or otherwise satisfied or repurchased from the Issuing Entity and the Grantor Trust in accordance with the Transaction Documents. On receipt of such notice, the Asset Representations Reviewer will immediately terminate all Tests of the related Review Receivable, and the Asset Representations Review of such Review Receivable will be considered complete (a “Test Complete”). In this case, the related Review Report will indicate a Test Complete for such Review Receivable and the related reason. (d) Previously Reviewed Receivables; Duplicative Tests. If any Review Receivable was included in a prior Review, the Asset Representations Reviewer will not conduct additional Tests on such Review Receivable, but will include the previously reported Test results in the Review Report for the current Review. If the same Test is required for more than one Eligible Representation, the Asset Representations Reviewer will only perform the Test once for each Review Receivable, but will report the results of the Test for each applicable Eligible Representation on the Review Report. (e) Termination of Review. If an Asset Representations Review is in process and the Notes will be paid in full on the next Distribution Date, the Issuing Entity or the Administrator will notify the Asset Representations Reviewer no less than 10 days before that Distribution Date. On receipt of such notice, the Asset Representations Reviewer will terminate the Asset Representations Review immediately and will not be obligated to deliver a Review Report. (f) Review Systems; Personnel. The Asset Representations Reviewer will maintain business process management and/or other systems necessary to ensure that it can perform each Test. The Asset Representations Reviewer will ensure that these systems allow for each Review Receivable and the related Review Materials to be individually tracked and stored as contemplated by this Agreement. The Asset Representations Reviewer will maintain adequate staff who are properly trained to conduct Reviews as required by this Agreement. Section 3.04 Review Report. Within five (5) Business Days after the end of the applicable Asset Representations Review period under Section 3.03(b), the Asset Representations Reviewer will deliver to the Administrator, the Issuing Entity, the Grantor Trust, the Sponsor, the Servicer, the Depositor and the Indenture Trustee a report indicating for each Review Receivable whether there was a Test Pass, Test Fail or Test Complete for each related Test (a “Review Report”). For each Test Fail or Test Complete, the Review Report will indicate the related reason, including (for example) whether the Review Receivable was a Test Fail as a result of missing or incomplete Review
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21 CRVNA 2024-P3 Asset Representations Review Agreement (iii) for an email, when receipt is confirmed by telephone or reply email from the recipient; and (iv) for an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without the requirement of confirmation of receipt) stating that the electronic posting has occurred. (b) Notice Addresses. Any notice, request, demand, consent, waiver or other communication provided hereunder shall be delivered as specified in Part III of Appendix A to the Receivables Purchase Agreement. Section 7.04 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 7.05 Submission to Jurisdiction, Waiver of Jury Trial. Each of the parties hereto hereby irrevocably and unconditionally: (a) submits for itself and its property in any Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (b) consents that any such Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 7.03 of this Agreement; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and (e) to the extent permitted by applicable law, waives all right of trial by jury in any Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder. Section 7.06 Waivers. No failure or delay on the part of any party hereto in exercising any power or right hereunder (to the extent such Person has any power or right hereunder) shall
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[Signature Page to Asset Representations Review Agreement] IN WITNESS WHEREOF, the Issuing Entity, the Grantor Trust, the Servicer, the Administrator, the Sponsor and the Asset Representations Reviewer have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the date first above written. CARVANA AUTO RECEIVABLES TRUST 2024-P3, as Issuing Entity By: BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee on behalf of the Issuing Entity By: ______________________________ Name: Title: CARVANA AUTO RECEIVABLES GRANTOR TRUST 2024-P3, as Grantor Trust By: BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Grantor Trust Trustee on behalf of the Grantor Trust By: ______________________________ Name: Title: CARVANA, LLC, as Administrator By: ______________________________ Name: Xxxx Xxxxxx Title: Vice President, Secretary CARVANA, LLC, as Sponsor By: ______________________________ Name: Xxxx Xxxxxx Title: Vice President, Secretary /s/ Xxxx Plows Xxxx Plows Associate /s/ Xxxx Plows Xxxx Plows Associate /s/ Xxxx Xxxxxx /s/ Xxxx Xxxxxx
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[Signature Page to Asset Representations Review Agreement] BRIDGECREST CREDIT COMPANY, LLC, as Servicer By: Name: Title: XXXXXXX FIXED INCOME SERVICES LLC, as Asset Representations Reviewer By: Name: Xxxxxxx Xxxxx Title: Senior Vice President /s/ Xxxxxxx Xxxxx /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Chief Financial Officer
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Sch. A CRVNA 2024-P3 Asset Representations Review Agreement Schedule A Review Materials Collateral Custodian Review Materials Receivable File Servicer Review Materials Servicer File Servicer System of Record List of Approved Contract Forms Sponsor Review Materials Data Tape
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Carvana Retail Agreed Upon Procedures Sch. B-1 CRVNA 2024-P3 Asset Representations Review Agreement Schedule B Representations, Warranties and Tests Representation and Warranty Characteristics of Receivables. As of the Cutoff Date, (or such other date as may be specifically set forth below), such Receivable: (1) was originated by the Seller in the United States of America for the retail sale of a Financed Vehicle; (2) was executed or electronically authenticated by the parties thereto; (3) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the Financed Vehicle; (4) provided, at origination, for level scheduled monthly payments that fully amortize the amount financed over the original term (except that the first or last payment may be smaller or greater than the level payments); (5) is secured by a Financed Vehicle that has not been repossessed; (6) is a Simple Interest Receivable; (7) as of the Cutoff Date, was not considered a Delinquent Receivable for more than 30 days; (8) has an original term of not greater than 84 monthly payments; (9) has a Deal Score equal to or greater than 50 at the time of origination; (10) with respect to a Receivable where one or more Obligor has a FICO score, has an Obligor with a FICO score equal to or greater than 500 at the time of origination; and (11) has a fixed Annual Percentage Rate of not more than 28%. Documents Receivable File List of Approved Contract Forms Data Tape
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Carvana Retail Agreed Upon Procedures Sch. B-4 CRVNA 2024-P3 Asset Representations Review Agreement Representation and Warranty Compliance with Law. Such Receivable complied at the time it was originated in all material respects with all requirements of applicable federal, state and local laws and regulations thereunder, except where the failure to comply (i) was remediated or cured in all material respects prior to the Cutoff Date or (ii) would not render such Receivable unenforceable or create liability for the Purchaser or the Issuing Entity, as assignee of such Receivable. Documents Receivable File List of Approved Contract Forms Servicer System of Record Procedures to be Performed (i) Review the Contract and confirm that the form number and revision date are on the List of Approved Contract Forms. (ii) Confirm that the following disclosures are included in the Contract: (A) Prepayment disclosure (B) Late payment policy including the late charge amount (or calculation) (C) Security Interest Disclosure (D) Contract Reference (E) Insurance Requirements (iii) Review the Servicer System of Record and Receivable File to confirm that there is no evidence of any judgment against Xxxxxxx indicating that the Contract was originated in violation of applicable law. (iv) Review the Servicer System of Record and Receivable File to confirm that there is no evidence of any obligor(s) alleging non-compliance. (v) If steps (i) through (iv) are confirmed, then Test Passes.
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Carvana Retail Agreed Upon Procedures Sch. B-5 CRVNA 2024-P3 Asset Representations Review Agreement Representation and Warranty Binding Obligation. Such Receivable constitutes the legal, valid and binding obligation of the related Obligor, enforceable in all material respects by the holder thereof in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, affecting the enforcement of creditors’ rights generally, any state or federal consumer protection laws or regulations and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity) and (ii) as such Receivable may be modified by the application of the Servicemembers Civil Relief Act, as amended, or other similar federal or state law to the extent applicable to the related Obligor. Documents Receivable File List of Approved Forms Procedures to be Performed (i) Confirm that the Contract’s form number and revision date are on the List of Approved Contract Forms. (ii) Confirm that the Obligor(s) signed or electronically authenticated the Contract. (iii) If steps (i) and (ii) are confirmed, then Test Passes.
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Carvana Retail Agreed Upon Procedures Sch. B-7 CRVNA 2024-P3 Asset Representations Review Agreement Representation and Warranty Security Interest in Financed Vehicle. As of the Closing Date, is secured by a first priority perfected security interest in favor of the Seller in the related Financed Vehicle, or all necessary and appropriate actions shall have been commenced that would result in the valid perfection of a first priority security interest in favor of the Seller in the Financed Vehicle, which security interest has been validly assigned by the Seller to the Purchaser. Documents Receivable File Procedures to be Performed (i) Confirm that the Certificate of Title or application therefor reports the Title Lien Nominee as the first lien holder. (ii) Confirm that the Obligor name on the contract matches the name on the title documents. (iii) Confirm that the Vehicle Identification Number (VIN) on the Contract matches the vehicle identification number as reported on Certificate of Title. (iv) If steps (i) through (iii) are confirmed, then Test Passes.
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Carvana Retail Agreed Upon Procedures Sch. B-8 CRVNA 2024-P3 Asset Representations Review Agreement Representation and Warranty Receivables in Force. The Receivable has not been satisfied, subordinated or rescinded, nor do the records of the Servicer indicate that the related Financed Vehicle been released from the Lien granted by the related Receivable in whole or in part. Documents Receivable File Procedures to be Performed (i) Confirm that there is no indication in the Receivable File that the Receivable was subordinated or rescinded. (ii) Confirm that there is no indication in the Receivable File that the Receivable was satisfied prior to the Cutoff Date. (iii) Confirm that there is no indication in the Receivable File that the Financed Vehicle has been released from the lien in whole or in part. (iv) If steps (i) through (iii) are confirmed, then Test Passes.
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Carvana Retail Agreed Upon Procedures Sch. B-10 CRVNA 2024-P3 Asset Representations Review Agreement Representation and Warranty No Waiver. The records of the Servicer did not disclose that any provision of the related Contract has been waived, amended or rewritten nor have any amounts due and owing thereunder deferred or waived (except waivers, amendments, rewrites, deferrals or waivers in accordance with the Customary Servicing Practices as disclosed in the records of the Servicer). Documents Receivable File Servicer File Procedures to be Performed (i) Review the Receivable File and confirm that no provision has been waived, amended, or rewritten. (ii) Review the Servicer File and confirm no amounts due and owing have been deferred or waived other than in accordance with the Customary Servicing Practices. (iii) If steps (i) and (ii) are confirmed, then Test Passes.
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Carvana Retail Agreed Upon Procedures Sch. B-12 CRVNA 2024-P3 Asset Representations Review Agreement Representation and Warranty No Bankruptcies. The records of the Servicer did not reflect that the related Obligor on such Receivable being currently the subject of a verified bankruptcy proceeding. Documents Receivable File Data Tape Procedures to be Performed (i) Review the Data Tape and confirm that the Obligor was not the subject of a bankruptcy proceeding as of the Cutoff Date. (ii) If step (i) is confirmed, then Test Passes.
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Carvana Retail Agreed Upon Procedures Sch. B-13 CRVNA 2024-P3 Asset Representations Review Agreement Representation and Warranty Chattel Paper. Such Receivable constitutes any of “chattel paper,” an “account,” an “instrument” or a “general intangible” as defined in the UCC. Documents Receivable File List of Approved Contract Forms Data Tape Procedures to be Performed (i) Confirm that the Contract’s form number and revision date are included on the List of Approved Contract Forms. (ii) Confirm that the Amount Financed as of the Cutoff Date, as reported within the Data Tape, is greater than zero. (iii) Confirm that the Certificate of Titles shows there is documentation of a lien against the financed vehicle. (iv) If steps (i) through (iii) are confirmed, then Test Passes.
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Carvana Retail Agreed Upon Procedures Sch. B-14 CRVNA 2024-P3 Asset Representations Review Agreement Representation and Warranty One Authoritative Copy or Original. Such Receivable is evidenced by a single Authoritative Copy. Documents Receivable File Procedures to be Performed (i) There is a single Authoritative Copy of the Receivable with respect to “electronic chattel paper”. (ii) If step (i) is confirmed, then Test Passes.
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Carvana Retail Agreed Upon Procedures Sch. B-15 CRVNA 2024-P3 Asset Representations Review Agreement Representation and Warranty Prepayment. Such Receivable provides that a prepayment by the related Obligor will fully pay the principal balance and accrued interest through the date of prepayment based on such Receivable’s Annual Percentage Rate. Documents Receivable File Procedures to be Performed (i) Review the Contract and confirm that it includes a prepayment disclosure allowing the Obligor to pay off the account early. (ii) If step (i) is confirmed, then Test Passes.