0001193125-21-185520 Sample Contracts

Contract
Servicing Agreement • June 8th, 2021 • Carvana Auto Receivables Trust 2021-N2 • Asset-backed securities • New York

This SERVICING AGREEMENT, dated as of June 3, 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-N2, a Delaware statutory trust (the “Issuing Entity”), CARVANA AUTO RECEIVABLES GRANTOR TRUST 2021-N2, 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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RECEIVABLES TRANSFER AGREEMENT
Receivables Transfer Agreement • June 8th, 2021 • Carvana Auto Receivables Trust 2021-N2 • 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 3, 2021, is by and between Carvana Receivables Depositor LLC, a Delaware limited liability company (the “Depositor”), and Carvana Auto Receivables Trust 2021-N2, a Delaware statutory trust (the “Issuing Entity”).

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COLLATERAL CUSTODIAN AGREEMENT
Collateral Custodian Agreement • June 8th, 2021 • Carvana Auto Receivables Trust 2021-N2 • Asset-backed securities • New York

This Collateral Custodian Agreement, dated as of June 3, 2021 (this “Agreement”), is among CARVANA AUTO RECEIVABLES TRUST 2021-N2, a Delaware statutory trust, as the issuing entity (the “Issuing Entity”), CARVANA AUTO RECEIVABLES GRANTOR TRUST 2021-N2, 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 PURCHASE AGREEMENT
Receivables Purchase Agreement • June 8th, 2021 • Carvana Auto Receivables Trust 2021-N2 • 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 3, 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 8th, 2021 • Carvana Auto Receivables Trust 2021-N2 • Asset-backed securities • New York

This BACKUP SERVICING AGREEMENT, dated as of June 3, 2021 (this “Agreement”), is entered into by and among CARVANA AUTO RECEIVABLES TRUST 2021-N2, in its capacity as a client (the “Issuing Entity”), CARVANA AUTO RECEIVABLES GRANTOR TRUST 2021-N2, 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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RECEIVABLES CONTRIBUTION AGREEMENT
Receivables Contribution Agreement • June 8th, 2021 • Carvana Auto Receivables Trust 2021-N2 • 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 3, 2021, is by and between Carvana Auto Receivables Trust 2021-N2, a Delaware statutory trust (the “Issuing Entity”), and Carvana Auto Receivables Grantor Trust 2021-N2, a Delaware statutory trust (the “Grantor Trust”).

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Contract
Administration Agreement • June 8th, 2021 • Carvana Auto Receivables Trust 2021-N2 • Asset-backed securities • New York

ADMINISTRATION AGREEMENT, dated as of June 3, 2021, is among CARVANA AUTO RECEIVABLES TRUST 2021-N2, a Delaware statutory trust, as issuer (the “Issuing Entity”), CARVANA AUTO RECEIVABLES GRANTOR TRUST 2021-N2, 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
Grantor Trust Agreement • June 8th, 2021 • Carvana Auto Receivables Trust 2021-N2 • Asset-backed securities • Delaware

This AMENDED AND RESTATED GRANTOR TRUST AGREEMENT, dated as of June 3, 2021 (this “Agreement”), is between CARVANA AUTO RECEIVABLES TRUST 2021-N2, 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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Contract
Asset Representations Review Agreement • June 8th, 2021 • Carvana Auto Receivables Trust 2021-N2 • Asset-backed securities • New York

This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of June 3, 2021, by and among CARVANA AUTO RECEIVABLES TRUST 2021-N2, a Delaware statutory trust, as issuing entity (the “Issuing Entity”), CARVANA AUTO RECEIVABLES GRANTOR TRUST 2021-N2, 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 8th, 2021 • Carvana Auto Receivables Trust 2021-N2 • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of June 3, 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 8th, 2021 • Carvana Auto Receivables Trust 2021-N2 • Asset-backed securities • New York

INDENTURE, dated as of June 3, 2021 (this “Agreement” or this “Indenture”), among CARVANA AUTO RECEIVABLES TRUST 2021-N2, a Delaware statutory trust (the “Issuing Entity”), CARVANA AUTO RECEIVABLES GRANTOR TRUST 2021-N2, 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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