This Collateral Custodian Agreement, dated as of June 12, 2024 (this “Agreement”), is among CARVANA AUTO RECEIVABLES TRUST 2024-P2, a Delaware statutory trust, as the issuing entity (the “Issuing Entity”), CARVANA AUTO RECEIVABLES GRANTOR TRUST 2024-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”), COMPUTERSHARE TRUST COMPANY, 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 COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as indenture trustee (in such capacity, the “Indenture Trustee”).
W I T N E S S E T H:
WHEREAS, the Seller has and will from time to time originate and acquire certain receivables, including automobile retail installment contracts, and transfer certain of such receivables and related property to Carvana Receivables Depositor LLC (the “Depositor”);
WHEREAS, the Depositor will sell certain of those receivables and related property to the Issuing Entity and the Issuing Entity will contribute those receivables and related property to the Grantor Trust;
WHEREAS, the Issuing Entity, the Grantor Trust and the Indenture Trustee have entered into that certain Indenture, dated as of the date hereof (the “Indenture”), pursuant to which the Issuing Entity and the Grantor Trust will pledge the receivables, the Grantor Trust Certificate and certain other property to the Indenture Trustee for the benefit of the Secured Parties;
WHEREAS, the Indenture Trustee, Vervent Inc. (the “Backup Servicer”), the Issuing Entity, the Grantor Trust and the Servicer will enter into that certain Servicing Agreement, dated as of the date hereof (the “Servicing Agreement”), pursuant to which the Servicer will service such receivables and related property; and
WHEREAS, the Issuing Entity, the Grantor Trust and the Indenture Trustee desire to have the Collateral Custodian maintain possession of certain documents with respect to such receivables, and the Collateral Custodian is willing to do so in accordance with the terms of this Agreement:
NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
Definitions; Construction
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
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| | | | CRVNA 2024-P2 |
| | | | Collateral Custodian Agreement |