RECEIVABLES TRANSFER AGREEMENT
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).
WHEREAS, on the Closing Date, Carvana, LLC (the Seller) has sold automobile retail installment contracts and related rights to the Depositor;
WHEREAS, the Depositor is willing to sell such contracts and related rights to the Issuing Entity pursuant to this Agreement;
WHEREAS, the Issuing Entity intends to contribute or otherwise transfer such contracts and related rights, or interests therein, to Carvana Auto Receivables Grantor Trust 2021-N3, a Delaware statutory trust (the Grantor Trust), pursuant to the Receivables Contribution Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the Receivables Contribution Agreement), between the Issuing Entity and the Grantor Trust, in exchange for the Grantor Trust Certificate;
WHEREAS, the Grantor Trust intends to pledge such contracts and related rights to Wells Fargo Bank, National Association, as indenture trustee (the Indenture Trustee), and the Issuing Entity will issue notes backed by the Grantor Trust Certificate pursuant to the Indenture, dated as of the date hereof (as amended, modified or supplemented from time to time, the Indenture), among the Issuing Entity, the Grantor Trust and the Indenture Trustee; and
WHEREAS, Bridgecrest Credit Company, LLC, an Arizona limited liability company (the Servicer), is willing to service such contracts in accordance with the terms of the Servicing Agreement, dated as of the date hereof, among the Issuing Entity, the Grantor Trust, the Backup Servicer and the Servicer.
NOW, THEREFORE, in consideration of the mutual agreements and subject to the terms and conditions herein contained, each party agrees as follows for the benefit of the other party:
Section 1.1 Definitions; Rules of Construction. 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 Receivables Transfer 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.