ContractServicing Agreement • July 2nd, 2020 • Carvana Receivables Depositor LLC • New York
This SERVICING AGREEMENT, dated as of [ ], 20[ ] (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 20[ ]-[ ], a Delaware statutory trust (the “Issuing Entity”), [CARVANA AUTO RECEIVABLES GRANTOR TRUST 20[ ]-[ ], a Delaware statutory trust (the “Grantor Trust”),] BRIDGECREST CREDIT COMPANY, LLC, an Arizona limited liability company, as servicer (in such capacity, the “Servicer”), [ ], a [ ], as indenture trustee (the “Indenture Trustee”), and [ ], a [ ], as backup servicer (the “Backup Servicer”).
ContractGrantor Trust Agreement • July 2nd, 2020 • Carvana Receivables Depositor LLC • Delaware
This AMENDED AND RESTATED GRANTOR TRUST AGREEMENT1, dated as of [ ], 20[ ] (this “Agreement”), is between CARVANA AUTO RECEIVABLES TRUST 20[ ]-[ ], a Delaware statutory trust, in its capacity as a grantor (the “Grantor”), and [ ], a [ ], as grantor trust trustee and not in its individual capacity (the “Grantor Trust Trustee”).
COLLATERAL CUSTODIAN AGREEMENTCollateral Custodian Agreement • July 2nd, 2020 • Carvana Receivables Depositor LLC • New York
This Collateral Custodian Agreement, dated as of [ ], 20[ ] (this “Agreement”), is among CARVANA AUTO RECEIVABLES TRUST 20[ ]-[ ], a Delaware statutory trust, as the issuing entity (the “Issuing Entity”), [CARVANA AUTO RECEIVABLES GRANTOR TRUST 20[ ]-[ ], 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”), [ ], a [ ], as collateral custodian (in such capacity, the “Collateral Custodian”), and [ ], as indenture trustee (in such capacity, the “Indenture Trustee”).
RECEIVABLES TRANSFER AGREEMENTReceivables Transfer Agreement • July 2nd, 2020 • Carvana Receivables Depositor LLC • New York
This RECEIVABLES TRANSFER AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [ ], 20[ ], is by and between Carvana Receivables Depositor LLC, a Delaware limited liability company (the “Depositor”), and Carvana Auto Receivables Trust 20[ ]-[ ], a Delaware statutory trust (the “Issuing Entity”).
RECEIVABLES CONTRIBUTION AGREEMENT1Receivables Contribution Agreement • July 2nd, 2020 • Carvana Receivables Depositor LLC • New York
This RECEIVABLES CONTRIBUTION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [ ], 20[ ], is by and between Carvana Auto Receivables Trust 20[ ]-[ ], a Delaware statutory trust (the “Issuing Entity”), and Carvana Auto Receivables Grantor Trust 20[ ]-[ ], a Delaware statutory trust (the “Grantor Trust”).
RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • July 2nd, 2020 • Carvana Receivables Depositor LLC • New York
This RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [ ], 20[ ], 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”).
ContractAdministration Agreement • July 2nd, 2020 • Carvana Receivables Depositor LLC • New York
ADMINISTRATION AGREEMENT, dated as of [ ], 20[ ], is among CARVANA AUTO RECEIVABLES TRUST 20[ ]-[ ], a Delaware statutory trust, as issuer (the “Issuing Entity”), [CARVANA AUTO RECEIVABLES GRANTOR TRUST 20[ ]-[ ], a Delaware statutory trust, as grantor trust (the “Grantor Trust”),] CARVANA, LLC, an Arizona limited liability company, as administrator (“Carvana” or the “Administrator”), and [ ], a [ ], not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”).
ContractTrust Agreement • July 2nd, 2020 • Carvana Receivables Depositor LLC • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT, dated as of [ ], 20[ ] (this “Agreement”), is between CARVANA RECEIVABLES DEPOSITOR LLC, a Delaware limited liability company, in its capacity as a depositor (the “Depositor”), and [ ], a [ ], as trustee and not in its individual capacity (the “Owner Trustee”).
Amended and Restated Limited Liability Company Agreement of Carvana Receivables Depositor LLCLimited Liability Company Agreement • July 2nd, 2020 • Carvana Receivables Depositor LLC • Delaware
This Amended and Restated Limited Liability Company Agreement of Carvana Receivables Depositor LLC (the “Company”) is made and entered into as of March 29, 2019, by Carvana, LLC, an Arizona limited liability company (“Carvana”), as the sole member (the “Member”), which desires to form the Company as a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et. seq., as amended from time to time (the “LLC Act”), and Thomas M. Strauss as the Independent Director subject to the provisions of Section 4.10 (as defined herein).
BACKUP SERVICING AGREEMENT1Backup Servicing Agreement • July 2nd, 2020 • Carvana Receivables Depositor LLC • New York
ContractAsset Representations Review Agreement • July 2nd, 2020 • Carvana Receivables Depositor LLC
This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of [ ], 20[ ], by and among CARVANA AUTO RECEIVABLES TRUST 20[ ]-[ ], a Delaware statutory trust, as issuing entity (the “Issuing Entity”), [CARVANA AUTO RECEIVABLES GRANTOR TRUST 20[ ]-[ ], 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 [ ], a [ ] (the “Asset Representations Reviewer”).
